<PAGE>

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

                                   FORM 10-Q



               Quarterly Report Pursuant To Section 13 or 15 (d)
                    of the Securities Exchange Act of 1934



For the quarterly period ended March 31, 2001      Commission file number 1-5951



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


           Oklahoma                                       73-0519810
------------------------------            --------------------------------------
   (State of Incorporation)                (I.R.S. Employer Identification No.)



     I-40 & Morgan Road, P.O. Box 1985
          Oklahoma City, Oklahoma                             73101
  ----------------------------------------                 ----------
  (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:  (405) 787-6020



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

Yes  X   No
    ---     ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Voting Common Stock Par Value $.10                                  602
Voting Class A Common Stock Par Value $.10                   21,690,886
------------------------------------------         -----------------------------
       (Title of each class)                       (Outstanding at May 15, 2001)

                                    1 of 22
<PAGE>

                                CMI CORPORATION
                              Index to Form 10-Q


                                                                            Page
                                                                            ----

PART I.  Financial Information

          Condensed Consolidated Balance Sheets -
            March 31, 2001(Unaudited), December 31, 2000
            and March 31, 2000(Unaudited)                                      3

          Condensed Consolidated Statements of Operations -
            Three Months Ended March 31, 2001 and 2000(Unaudited)              4

          Condensed Consolidated Statements of Changes in Common
            Stock and Other Capital -
            Three Months Ended March 31, 2001 (Unaudited), and the
            Years Ended December 31, 2000 and December 31, 1999                5

          Consolidated Statements of Cash Flows -
            Three Months Ended March 31, 2001 and 2000(Unaudited)              6

          Notes to Condensed Consolidated Financial Statements                 7

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

          Quantitative and Qualitative Disclosure About Market Risk           20


PART II.  Other Information

          Item 1.   Legal Proceedings                                         21

          Item 2.   Changes in Securities and Use of Proceeds                 22

          Item 3.   Defaults Upon Senior Securities                           22

          Item 4.   Submission of Matters to a Vote of                        22
                    Security Holders

          Item 5.   Other Information                                         22

          Item 6.   Exhibits and Reports on Form 8-K                          22

Signatures                                                                    22


                                    2 of 22
<PAGE>

                        PART I - FINANCIAL INFORMATION

                       CMI CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (dollars in thousands)

<TABLE>
<CAPTION>

                                                  March 31,    December 31,    March 31,
                                                      2001        2000*          2000
                                                 (Unaudited)                 (Unaudited)
                                                 -----------   ------------  -----------
<S>                                              <C>           <C>            <C>
Current assets:
 Cash & cash equivalents                            $  2,018         13,637       16,340
 Receivables, net                                     27,825         27,927       45,161
 Inventories
  Finished equipment                                  41,795         42,382       45,687
  Work-in-process                                     13,506         16,130       20,183
  Raw materials & parts                               45,271         46,683       60,515
                                                     -------        -------      -------
     Total inventories                               100,572        105,195      126,385
 Other current assets                                  1,207            696        1,073
 Deferred tax assets                                       -              -        6,738
                                                     -------        -------      -------
     Total current assets                            131,622        147,500      195,697

Property, plant & equipment                           78,702         78,079       72,630
Less accumulated depreciation                         46,992         45,153       40,391
                                                     -------        -------      -------
 Net property, plant & equipment                      31,710         32,926       32,239

Long-term receivables                                    870            964          586
Marketable securities, at fair value                   1,569          1,465        1,450
Other assets, principally patents and goodwill        10,453         10,045        9,555
Deferred tax assets                                        -              -        1,778
                                                     -------        -------      -------

                                                    $176,224        192,900      241,305
                                                     =======        =======      =======

Current liabilities:
 Current maturities of long-term debt and
  long-term debt in default                         $ 95,641        110,062      118,369
 Accounts payable                                     17,277         12,342       28,546
 Accrued liabilities                                  19,090         18,608       17,203
                                                     -------        -------      -------
     Total current liabilities                       132,008        141,012      164,118

Long-term debt                                           666          3,449            -

Minority interest                                        427            425            -

Common stock & other capital:
 Class A common stock & common stock                   2,169          2,169        2,169
 Other capital                                        40,954         45,845       75,018
                                                     -------        -------      -------
     Total common stock & other capital               43,123         48,014       77,187
                                                     -------        -------      -------

                                                    $176,224        192,900      241,305
                                                     =======        =======      =======
</TABLE>

*   Condensed from audited financial statements.

See notes to condensed consolidated financial statements.

                                    3 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
           (dollars and shares in thousands, except per share data)

<TABLE>
<CAPTION>

                                                  Three Months Ended
                                                       March 31
                                                  ------------------
                                                     2001       2000
                                                  -------     ------
<S>                                               <C>         <C>

Net revenues                                      $55,426     67,303
                                                   ------     ------

Costs and expenses:
  Cost of goods sold                               45,039     54,679
  Marketing and administrative                      9,577      9,897
  Engineering and product development               1,763      2,261
                                                   ------     ------
                                                   56,379     66,837
                                                   ------     ------

  Operating earnings (loss)                          (953)       466
                                                   ------     ------

Other expense (income):
  Interest expense                                  4,115      2,277
  Interest income                                    (412)      (196)
  Other, net                                           21         (3)
                                                   ------     ------

Loss before income taxes                           (4,677)    (1,612)

Income tax expense (benefit)                           46       (589)
                                                   ------     ------

Net loss                                          $(4,723)    (1,023)
                                                   ======     ======

Share data:
  Weighted average outstanding common shares:
     Basic                                         21,691     21,656

     Diluted                                       21,691     21,656

  Net loss per average outstanding share:
     Basic                                        $  (.22)      (.05)
                                                   ======     ======

     Diluted                                      $  (.22)      (.05)
                                                   ======     ======

     Dividends per common share                   $     -          -
                                                   ======     ======
</TABLE>


See notes to condensed consolidated financial statements.

                                    4 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK
                               AND OTHER CAPITAL
                                (in thousands)

<TABLE>
<CAPTION>


                                                                    Accumulated      Retained
                                Class A Common Stock  Additional       Other         Earnings
                                --------------------    Paid-in    Comprehensive   (Accumulated
                                 Shares     Amount      Capital         Loss          Deficit)     Total
                                --------------------------------------------------------------------------
<S>                             <C>        <C>        <C>          <C>             <C>        <C>

Balance December 31, 1998        21,549     $2,155     $50,057               -       $ 24,014    $ 76,226

Net earnings                          -          -           -               -          2,489       2,489

Unrealized loss on available
 for sale securities, net of
 tax benefit of $113                  -          -           -            (197)             -        (197)
                                                                                                  -------

Comprehensive income                                                                             $  2,292

Retirement of voting common
 stock                                -          -          (1)              -              -          (1)

Exercise of stock options            35          3         160               -              -         163

Common stock issued                  57          6         394               -              -         400

Dividends paid, common stock
 ($.045 per share)                    -          -           -               -           (971)       (971)
                                 ------      -----      ------            ----        -------     -------

Balance December 31, 1999        21,641      2,164      50,610            (197)        25,532      78,109

Net loss                              -          -           -               -        (30,195)    (30,195)

Unrealized loss on available
 for sale securities                  -          -           -             (60)             -         (60)

Foreign currency translation
 adjustments                          -          -           -            (140)             -        (140)
                                                                                                 --------

Comprehensive loss                                                                               $(30,395)

Common stock issued                  50          5         295               -              -         300
                                 ------      -----      ------            ----        -------     -------

Balance December 31, 2000        21,691      2,169      50,905            (397)        (4,663)     48,014
(all remaining information
   is unaudited)

Net loss                              -          -           -               -         (4,723)     (4,723)

Unrealized gain on available
 for sale securities                  -          -           -              66              -          66

Foreign currency translation
 adjustments                          -          -           -            (234)             -        (234)
                                                                                                 --------

Comprehensive loss                                                                                 (4,891)
                                 ------      -----      ------            ----        -------     -------
Balance March 31, 2001           21,691     $2,169     $50,905           $(565)      $ (9,386)   $ 43,123
                                 ======      =====      ======            ====        =======     =======
</TABLE>


See notes to condensed consolidated financial statements.

                                    5 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                            (dollars in thousands)

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                   March 31
                                                              ------------------
<S>                                                           <C>        <C>
                                                                  2000      1999
                                                                  ----      ----
OPERATING ACTIVITIES
 Net loss                                                     $ (4,723)   (1,023)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
  Depreciation                                                   1,370     1,070
  Amortization                                                     293       189
  (Gain) loss on sale of assets                                      2        (3)
  Minority interest in earnings of consolidated subsidiary           2         -
  Change in assets and liabilities, net of effects of
  acquisitions of businesses:
     Receivables                                                   147   (12,661)
     Inventories                                                 4,389    (2,450)
     Other current assets                                         (511)      (47)
     Accounts payable                                            4,935     6,255
     Accrued liabilities                                           482       339
     Deferred income taxes                                           -      (516)
     Long-term receivables                                          94        56
     Other non-current assets                                     (701)     (395)
                                                               -------   -------
 Net cash and cash equivalents provided by (used in)
  Operating activities                                           5,779    (9,186)
                                                               -------   -------

INVESTING ACTIVITIES
 Proceeds from sale of assets                                       15         3
 Capital expenditures                                             (171)   (1,058)
 Purchases of marketable securities                                (38)      (33)
 Cash paid for business acquisitions                                 -    (3,916)
                                                               -------   -------
 Net cash and cash equivalents used in investing
  Activities                                                      (194)   (5,004)
                                                               -------   -------

FINANCING ACTIVITIES
 Payments on notes payable                                        (860)      (81)
 Net borrowings (payments) on revolving line of credit         (16,344)   17,930
                                                               -------   -------
 Net cash and cash equivalents provided by (used in)
  Financing activities                                         (17,204)   17,849
                                                               -------   -------

Increase (decrease) in cash and cash equivalents               (11,619)    3,659

Cash and cash equivalents at beginning of period                13,637    12,681
                                                               -------   -------

Cash and cash equivalents at end of period                    $  2,018    16,340
                                                               =======   =======
</TABLE>

See notes to condensed consolidated financial statements.

                                    6 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

(1)  The interim condensed consolidated financial information has been prepared
     in conformity with accounting principles generally accepted in the United
     States of America applied, in all material respects, on a basis consistent
     with the consolidated financial statements included in the Company's annual
     report filed with the Securities and Exchange Commission for the preceding
     fiscal year. The financial information as of March 31, 2001 and 2000 and
     for the interim periods ended March 31, 2001 and 2000 included herein is
     unaudited; however, such information reflects all adjustments consisting of
     only normal recurring adjustments, which are, in the opinion of management,
     necessary to a fair presentation of the results for the interim periods.

(2)  In June 1998, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
     Instruments and Hedging Activities." SFAS No. 133 is effective for fiscal
     years beginning after June 15, 2000. SFAS No. 133 establishes standards for
     accounting and reporting for derivative instruments, including certain
     derivative instruments embedded in other contracts, and for hedging
     activities. It requires that an entity recognize all derivatives as either
     assets or liabilities in the statement of financial position and measure
     those instruments at fair value. The accounting for changes in fair value
     of a derivative depends on the intended use of the derivative and the
     resulting designation. Adoption of SFAS No. 133 as of January 1, 2001 did
     not impact the Company.

(3)  During most of 2000, the Company was not in compliance with certain
     provisions of its senior notes agreement, its revolving credit agreement,
     and its Oklahoma Development Finance Authority note. In addition, the
     Company did not make a required payment on the senior notes in the third
     quarter of 2000. Compliance with these provisions is determined each
     quarter based on the results of the trailing four quarters ending on each
     determination date. Noncompliance with these provisions permits the lenders
     to accelerate the Company's debt under the senior note agreement, the
     revolving credit agreement, and the Oklahoma Development Finance Authority
     note. As a result, the Company obtained forbearance agreements with the
     senior notes and revolving line of credit lenders, on September 26, 2000,
     November 15, 2000, and January 15, 2001. Among other things, the
     forbearance agreements prevent the Company's lenders from exercising their
     acceleration rights, provided that the Company complies with the terms and
     conditions of the forbearance agreements, discussed further below. The
     latest forbearance agreements (dated January 15, 2001) extend the
     forbearance period through June 30, 2001. The Company has the option to
     extend the forbearance period through September 30, 2001 in order to
     facilitate a refinancing of the Company's obligations to its lenders,
     provided that certain terms and conditions are met, which are discussed
     further below. The Company will also have the option to further extend the
     forbearance

                                    7 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

     period to January 31, 2002, contingent upon payment of additional fees and
     meeting certain terms and conditions, which are discussed further below.

     The January 15, 2001 forbearance agreements provide for additional
     forbearance periods as discussed above and divided the $74.0 million
     balance on the revolving line of credit into three new debt facilities.
     This new debt structure is as follows: $49.5 million for a revolving loan,
     $15.3 million for a term loan and $9.2 million for an additional term loan.
     Interest accrues at Prime plus 2.5% per annum and is paid monthly. The
     revolving line is an asset-based loan in which the face commitment of $49.5
     million is reduced to $41.5 million by December 2, 2001. In addition, the
     total principal amount outstanding on the revolving line cannot exceed the
     "borrowing base" as defined in the agreement. The revised agreements
     specify certain monthly principal reductions on the term loans. The first
     term loan requires monthly principal reductions of $182,476 from February
     2001 through August 2001 increasing to $681,897 from September 2001 through
     December 2001, and a balloon payment of $11,323,110 in January 2002. The
     other term loan requires monthly principal reductions of $1,223,364 from
     February 2001 through August 2001 and a final payment of $637,386 in
     September 2001. At March 31, 2001, the balances on the revolving loan, term
     loan and additional term loan were $34,509,755, $15,145,557, and
     $7,977,571, respectively.

     The senior notes balance at March 31, 2001 was $28,274,699. Interest
     accrues at Prime plus 2.5% and is payable monthly. Under the terms of the
     January 15, 2001 forbearance agreements, $8,514,136 in aggregate principal
     payments are required from February 2001 through December 2001, with the
     remaining balance of $20,308,294 due January 2002. The principal payment
     dates discussed in this paragraph and the previous paragraph apply only if
     the Company is entitled to extend the forbearance agreements through
     January 31, 2002. This right to extend is contingent upon the Company
     making all of the scheduled payments of principal and interest, as well as
     paying approximately $1.4 million in fees to the lenders. Should the
     Company fail to make any of the payments described above, the lenders will
     have the right to immediately accelerate the indebtedness. As a result of
     this uncertainty, the indebtedness covered under these forbearance
     agreements has been classified as current. The Company's Oklahoma
     Development Finance Authority indebtedness has also been classified as
     current, as a result of financial covenant violations.

     Under the revised agreements, the Company also granted security interests
     to its lenders in substantially all of its assets including receivables,
     inventories, patents, machinery and equipment, and real estate.

     Management has taken steps in order to assist the Company in maintaining
     compliance with the forbearance agreements. The Company conducted an
     extensive operations review in May 2000. Based on this review, it was
     determined that the Company's overhead costs and cost of goods sold had
     risen beyond levels which could be tolerated given the Company's industry,

                                    8 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

     history and volume of business the Company was achieving. Annualized cost
     cuts have been made in selling, general and administrative expenses and in
     manufacturing overhead. These cost cuts were achieved by reductions in
     workforce and discretionary spending.

     Management also plans to liquidate certain ancillary divisions, if
     necessary, in order to maintain compliance with these agreements. In
     addition, management plans to begin negotiating new financing agreements
     with new lenders, in order to obtain more favorable terms for the Company.
     Management expects to have new agreements in place before the end of 2001.
     However, there can be no assurances thereof. As of the date of this filing,
     management has retained the services of an investment banking firm to begin
     searching for potential lenders to refinance the Company's debt and also to
     assist with identification of prospective buyers for certain divisions
     within the Company. Additionally, as of the date of this report the Company
     has complied with all terms and conditions of its forbearance agreements
     and has made all required payments.

     The minimum principal payments required during 2001, which are discussed
     above, total approximately $30 million and must be made in order to
     maintain compliance with the forbearance agreements, and in order to have
     the right to exercise the options to extend the forbearance period. Due to
     the Company's reliance on these debt financing arrangements for working
     capital, compliance with the forbearance agreements currently in place or
     additional forbearance by its lenders is necessary for the Company to meet
     its obligations as they become due and to avoid material adverse effects on
     the Company's financial position, results of operations, and liquidity.

(4)  The results of operations for the three months ended March 31, 2001 are not
     necessarily indicative of the results to be expected for the full year as
     the Company is in a seasonal business.

(5)  Reclassifications
     -----------------

     Certain reclassifications have been made to the prior interim period to
     conform to the 2001 presentation. The primary reclassification relates to
     freight billed to customers. During 2000, the Company adopted the
     provisions of EITF Issue 00-10 "Accounting for Shipping and Handling Fees
     and Costs." This EITF Issue requires that all amounts billed to a customer
     in a sale transaction related to shipping and handling be classified as
     revenues. Accordingly, net revenues include approximately $.9 million, and
     $1.1 million related to shipping and handling charges billed to customers
     during the three months ended March 31, 2001 and March 31, 2000,
     respectively. The related costs associated with shipping and handling are
     included as a component of cost of goods sold.

(6)  Related Party Transactions
     --------------------------

     There have been no material changes in related party transactions since the
     annual report filed for the preceding fiscal year.

                                    9 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

(7)  Commitments and Contingencies
     -----------------------------

     The Company and its subsidiaries are parties to various leases relating to
     plants, warehouses, office facilities, transportation vehicles, and certain
     other equipment. Real estate taxes, insurance, and maintenance expenses are
     normally obligations of the Company. It is expected that in the normal
     course of business, the majority of the leases will be renewed or replaced
     by other leases. All leasing arrangements contain normal leasing terms
     without unusual purchase options or escalation clauses.

     At March 31, 2001, the Company was contingently liable as guarantor for
     certain accounts receivable sold with recourse of approximately $3.1
     million through September 2009.

(8)  Earnings Per Share
     ------------------

     Basic earnings (loss) per share is computed by dividing net earnings (loss)
     applicable to common stock by the weighted average number of common shares
     outstanding for the period. Diluted earnings per share reflects the
     potential dilution that could occur if the Company's outstanding stock
     options were exercised (calculated using the treasury stock method).

     The following table reconciles the weighted average common shares
     outstanding used in the calculation of basic earnings (loss) per common
     share to the number of shares used in the calculation of diluted earnings
     (loss) per share (shares in thousands):
                                                    Three Months Ended
                                                        March 31
                                                    ------------------
                                                       2001    2000
                                                       ----    ----
     Weighted average number of common shares
       outstanding - basic                            21,691  21,656

     Dilutive effect of potential common shares
     issuable upon exercise of employee stock
     options                                               -       -
                                                      ------  ------

     Weighted average number of common shares
       outstanding - diluted                          21,691  21,656
                                                      ======  ======


     Options to purchase 465,000 shares of common stock at $1.94 - $6.81 were
     outstanding during the three months ended March 31, 2001 but were not
     included in the computation of diluted loss per share because the effect
     would have been anti-dilutive.

(9)  Litigation
     ----------

     Since 1996, the Company has been involved in litigation in the U.S.
     District Court for the Western District of Oklahoma (the District Court)
     with Cedarapids, Inc. (Cedarapids). The Company sued Cedarapids seeking a
     declaratory judgment that a patent held by Cedarapids was invalid or, in
     the alternative, that the Company was not infringing the patent.

                                    10 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

     Cedarapids subsequently filed a counterclaim against the Company, alleging
     that the Company's Triple-Drum Mixer infringes this same patent.

     During February 2001, the District Court issued a ruling in this case. The
     court ruled that one configuration of the Company's Triple-Drum mixer (used
     on approximately 100 Triple-Drums) infringed the patent held by Cedarapids.
     The court enjoined the Company from selling this particular configuration
     of Triple-Drum. On March 20, 2001, the court awarded damages and
     prejudgment interest to Cedarapids of approximately $11,700,000.

     The Company plans to appeal the judgment to the United States Court of
     Appeals for the Federal Circuit (the Federal Circuit). As of the date of
     this report the Company has filed a notice of appeal. It is the opinion of
     management and legal counsel that the Company will ultimately have no
     liability for infringement in this case. The Company has a number of
     defenses which, in the opinion of management and counsel, will result in
     the original judgment being overturned upon appeal. Accordingly, no accrual
     has been established for this judgment. In addition, the Company has
     capitalized approximately $1.7 million in legal fees incurred in defense of
     the Triple Drum patent. These costs are being amortized over the remaining
     life of the patent. In the event that the Federal Circuit does not overturn
     the District Court's ruling, these costs will be expensed in the period
     when the final decision is rendered.

     Under the injunction issued by the court, the Company can continue selling
     Triple-Drum Mixers with total air burners which were found not to infringe.
     The costs associated with using the total air burners are not significant.
     Therefore, management does not expect that the injunction will have a
     material impact on future sales. However, unless the Company posts a bond
     in favor of Cedarapids, or obtains on order prohibiting Cedarapids from
     executing on its judgement, Cedarapids could attempt to collect the
     judgement during the pendency of the appeal. The impact of this situation
     on the Company's liquidity is unknown, due to the court's latitude in
     making a determination regarding the bond requirements.

     In September 1998, Cedarapids filed a separate suit against the Company in
     the U.S. District Court for the Northern District of Iowa, alleging that
     the Company has infringed on a second patent held by Cedarapids. Cedarapids
     is seeking damages in excess of $10 million in this case. The Company,
     together with its legal counsel, believes that this claim is without merit,
     and intends to vigorously contest this lawsuit. Since the likelihood of an
     unfavorable outcome in this case has not been

                                    11 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)


     determined to be probable by the Company and its legal counsel, no
     liability has been recorded for this case.

     There are numerous other claims and pending legal proceedings that
     generally involve product liability and employment issues. These cases are,
     in the opinion of management, ordinary matters incidental to the normal
     business conducted by the Company. In the opinion of the Company's
     management after consultation with outside legal counsel, the ultimate
     disposition of such other proceedings will not have a material adverse
     effect on the Company's consolidated financial position, liquidity or
     future results of operations.

(10) Segment Information
     -------------------

     The Company currently manages its business by operating location. As such,
     the Company identifies its segments based on its individual manufacturing
     facilities. The Company has three reportable segments, its main Oklahoma
     City manufacturing facility, its Bid-Well facility and its Johnson-Ross
     facilities. The manufacturing facilities manufacture and market products in
     the mobile and materials processing equipment categories as well as parts
     for the products.

     The specific products manufactured at the main facility in Oklahoma City
     are as follows: (i) mobile equipment - the Company's primary line of
     concrete paving systems, and pavement profiling and reclaiming/stabilizing
     equipment, weighing equipment, municipal landfill compactors, and
     industrial and green waste grinding machines; and (ii) materials processing
     equipment - hot-mix asphalt production systems, and thermal systems for
     remediating contaminated soils and sanitizing medical waste. The products
     manufactured at the Bid-Well facility fall into the mobile equipment
     category and include lightweight weight grading and concrete paving and
     finishing machines. The Johnson-Ross facilities manufacture concrete
     batching plants which falls into the processing equipment category. The
     products manufactured at the "Other" facilities include custom heavy
     hauling and heavy-duty trailers and small utility sized pavement profilers
     and pavement reclaiming machines, all of which fall into the mobile
     equipment category.

     Following is certain financial information regarding the Company's
     segments. The revenues reported below are all from external customers.
     General corporate expenses are not allocated to the operating segments;
     rather, such expenses are included as a reconciling item to reported
     operating earnings or loss.

                                    12 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

<TABLE>
<CAPTION>
                                      Oklahoma             Johnson    All
                                        City     Bid-Well   -Ross    Other     Total
                                      -----------------------------------------------
<S>                                   <C>        <C>       <C>      <C>       <C>

As of March 31, 2001:
 Total assets                         $126,106      3,901  15,382    30,835   176,224

Three months ended March 31, 2001:
 Net revenues                         $ 42,558      1,314   3,865     7,689    55,426
 Costs and expenses                     41,677      1,256   4,266     7,801    55,000
                                       -------   --------  ------   -------   -------
  Segment measure of
  operating profit (loss)             $    881         58    (401)     (112)      426
                                       =======   ========  ======   =======
   General corporate expenses                                                  (1,379)
                                                                              -------
   Operating loss                                                                (953)
 Interest expense                                                              (4,115)
 Interest income                                                                  412
 Other, net                                                                       (21)
                                                                              -------
  Loss before income taxes                                                     (4,677)
 Income tax expense                                                                46
                                                                              -------
 Net loss                                                                    $ (4,723)
                                                                              =======
 Capital expenditures                 $    114         13       -        44       171
                                       =======   ========  ======   =======   =======
 Depreciation and amortization        $  1,163         26      89       385     1,663
                                       =======   ========  ======   =======   =======

As of March 31, 2000:
 Total assets                         $193,011      4,186  20,858    23,250   241,305

Three months ended March 31, 2000:
 Net revenues                         $ 53,024      1,380   4,553     8,346    67,303
 Costs and expenses                     52,262      1,225   4,264     7,854    65,605
                                       -------   --------  ------   -------   -------
  Segment measure of
  operating profit                    $    762        155     289       492     1,698
                                       =======   ========  ======   =======
   General corporate expenses                                                  (1,232)
                                                                              -------
   Operating earnings                                                             466
 Interest expense                                                              (2,277)
 Interest income                                                                  196
 Other, net                                                                         3
                                                                              -------
  Loss before income taxes                                                     (1,612)

 Income tax benefit                                                              (589)
                                                                              -------
 Net loss                                                                    $ (1,023)
                                                                              =======
  Capital expenditures                $    935         50      40        33     1,058
                                       =======   ========  ======   =======   =======
  Depreciation and amortization       $    941         28      87       203     1,259
                                       =======   ========  ======   =======   =======
</TABLE>

                                    13 of 22
<PAGE>

                       CMI CORPORATION AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (Continued)

     At March 31, 2001, the Company had one operating location in the United
     Kingdom, one in Belgium, and another in Brazil. The United Kingdom location
     serves as a sales office and has approximately $26,000 of long-lived assets
     comprised of property, plant and equipment. The Belgium location, which
     manufactures a high-tech line of midrange concrete slip-form pavers, has
     approximately $2.8 million of long-lived assets comprised primarily of
     property, plant and equipment and other assets. The Brazilian location
     which manufactures asphalt plants, asphalt pavers and surface finishing
     machines, has approximately $2.9 million of long-lived assets comprised
     primarily of property, plant and equipment and other assets. At March 31,
     2001 all remaining assets were located in the United States.

     Revenues for products for the three months ended March 31, 2001 and 2000
     were as follows (dollars in thousands):

                                         2001     2000
                                         ----     ----

     Mobile Equipment                  $18,904   25,411
     Materials Processing Equipment     28,005   33,503
     Parts and Used Equipment            8,517    8,389
                                       -------  -------
                                       $55,426  $67,303
                                       =======  =======

(11) Comprehensive Loss -
     ------------------

     Comprehensive loss for the three months ended March 31, 2001 and 2000 was
     as follows:

                                         2001     2000
                                         ----     ----

     Net loss                          $(4,723)  (1,023)

     Unrealized gain on available
       for sale securities                  66        -

     Foreign Currency translation
       adjustments                        (234)    (199)
                                       -------  -------

     Comprehensive loss                $(4,891)  (1,222)
                                       =======  =======

                                    14 of 22
<PAGE>

                                CMI CORPORATION
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

Results of Operations
---------------------

Revenues decreased 17.6 percent to $55.4 million for the three months ended
March 31, 2001, compared to $67.3 million for the three months ended March 31,
2000. Net revenues associated with international customers increased 66.4
percent to $7.5 million for the three months ended March 31, 2001 compared to
$4.5 million for the three months ended March 31, 2000. Net revenues for
domestic shipments decreased 23.6 percent to $48.0 million for the three months
ended March 31, 2001 compared to $62.8 million for the three months ended March
31, 2000. The net loss was $4.7 million, or 22 cents per share, for the three
months ended March 31, 2001, compared to a net loss of $1.0 million, or 5 cents
per share, for the comparable three months ended March 31, 2000.

The Company's revenue decrease consisted of a $7.3 million decrease in the
Company's hot mix asphalt production systems, a $3.6 million decrease in the
Company's Roto-Mill line, a $2.8 million decrease in the Company's trailer line,
and a $1.2 million decrease in the Company's reclaiming/stabilizing equipment
line. These declines were partially offset by the $3.0 increase in international
revenues which is primarily attributable to the Brazilian acquisition made in
July of 2000. The decline in asphalt production systems revenue was attributable
to two plants which could not be shipped out by the end of the quarter due to
certain customer restraints.

Gross margins for the three months ended March 31, 2001 averaged 18.7 percent
compared to 18.8 percent for the three months ended March 31, 2000.  Year to
date backlog was $55 million as compared to $58 million for the same period a
year ago.  The Company continues to aggressively implement a Lean Manufacturing
program at its Oklahoma City facility. All employees are being trained in the
principles of Lean Manufacturing.  The Company is already seeing productivity
improvements in the areas it has been implemented.  Management expects margins
to improve as this program becomes more fully implemented.

Marketing and administrative expenses decreased $320,000 for the three months
ended March 31, 2001. As a percentage of net revenues, marketing and
administrative expenses were 17.3 percent for the three months ended March 31,
2001, compared to 14.7 percent for the three months ended March 31, 2000.
Marketing and administrative expenses decreased due to the cost cutting
initiatives taken during the last half of 2000; however, a portion of the
decline was offset due to the additional administrative expenses of Cifali,
which is the Brazilian facility acquired in July of 2000, as well as much higher
utility costs at all locations. Management is continuing to monitor the
Company's marketing and administrative costs in an effort to reduce non-value
added expenses.

Engineering and product development expenses decreased $498,000 for the three
months ended March 31, 2001.  As a percentage of net revenues, engineering and
product development expenses were 3.2 percent for the three months ended March

                                    15 of 22
<PAGE>

31, 2001, compared to 3.4 percent for the three months ended March 31, 2000.
Engineering and product development expenses decreased due to a project to
redesign the Company's Series 3000 and 6000 paver lines which was started and
completed during 2000. These costs did not continue into 2001.

Interest expense increased to $4.1 million for the three months ended March 31,
2001, compared to $2.3 million for the three months ended March 31, 2000. The
Company's average effective interest rate (including fees) increased to
approximately 15.70% for the three months ended March 31, 2001 compared to 8.38%
for the three months ended March 31, 2000. The increase in interest expense is
due to the higher effective interest rates on the Company's outstanding debt
(12.90%) as well as the forbearance fees paid to the Company's senior notes and
revolving credit lenders.

Income tax expense was $46,000 for the three months ending March 31, 2001
compared to an income tax benefit of $589,000 for the March 31, 2000 period. Due
to the Company's operating loss during 2000 and the first quarter of 2001, a
100% valuation allowance has been established against the approximately $18
million in net deferred tax assets. This caused the increase in income tax
expense. The Company had a 37% effective tax rate for the three months ended
March 31, 2000. The expense recorded for the three months ended March 31, 2001
relates primarily to the Company's Brazilian operations. The Company's quarterly
tax rates are estimates of its expected annual effective federal and state
income tax rates.

Liquidity and Capital Resources
-------------------------------

The Company amended its revolving line of credit agreement on February 3, 2000
to increase the Company's borrowing capacity from $70 million to $100 million.
Under the forbearance agreements discussed below, the line was reduced to $80
million on September 26, 2000, and further reduced to $77 million on November
15, 2000. As of December 31, 2000, the Company had utilized approximately $74
million of the revolving line of credit. Other long-term debts have maturity
dates through September 2010. However, the majority of the Company's long-term
debt is classified as current at March 31, 2001, based on the defaults occurring
on the majority of the Company's financing arrangements.

During most of 2000, the Company was not in compliance with certain provisions
of its senior notes agreement, its revolving credit agreement, and its Oklahoma
Development Finance Authority note. In addition, the Company did not make a
required payment on the senior notes in the third quarter of 2000.  Compliance
with these provisions is determined each quarter based on the results of the
trailing four quarters ending on each determination date.  Noncompliance with
these provisions permits the lenders to accelerate the Company's debt under the
senior notes agreement, the revolving credit agreement, and the Oklahoma
Development Finance Authority note. As a result, the Company obtained
forbearance agreements with the senior notes and revolving line of credit
lenders, on September 26, 2000, November 15, 2000, and January 15, 2001. Among
other things, the forbearance agreements prevent the Company's lenders from
exercising their acceleration rights, provided that the Company complies with

                                    16 of 22
<PAGE>

the terms and conditions of the forbearance agreements, discussed further below.
The latest forbearance agreements (dated January 15, 2001) extend the
forbearance period through June 30, 2001.  The Company has the option to extend
the forbearance period through September 30, 2001 in order to facilitate a
refinancing of the Company's obligations to its lenders, provided that certain
terms and conditions are met, which are discussed further below.  The Company
will also have the option to further extend the forbearance period to January
31, 2002, contingent upon payment of additional fees and meeting certain terms
and conditions, which are discussed further below.

The January 15, 2001 forbearance agreements provide for additional forbearance
periods as discussed above and divided the $74.0 million balance on the
revolving line of credit into three new debt facilities.  This new debt
structure is as follows:  $49.5 million for a revolving loan, $15.3 million for
a term loan and $9.2 million for an additional term loan.  Interest accrues at
Prime plus 2.5% per annum and is paid monthly.  The revolving line is an asset-
based loan in which the face commitment of $49.5 million is reduced to $41.5
million by December 2, 2001. In addition, the total principal amount outstanding
on the revolving line cannot exceed the "borrowing base" as defined in the
agreement. The revised agreements specify certain monthly principal reductions
on the term loans.  The first term loan requires monthly principal reductions of
$182,476 from February 2001 through August 2001 increasing to $681,897 from
September 2001 through December 2001, and a balloon payment of $11,323,110 in
January 2002.  The other term loan requires monthly principal reductions of
$1,223,364 from February 2001 through August 2001 and a final payment of
$637,386 in September 2001. At March 31, 2001, the balances on the revolving
loan, term loan and additional term loan were $34,509,755, $15,145,557, and
$7,977,571, respectively. At March 31, 2001, there was approximately $12 million
available for advances on the Company's revolving line of credit.

The senior notes balance at March 31, 2001 was $28,274,699.  Interest accrues
at Prime plus 2.5% and is payable monthly. Under the terms of the January 15,
2001 forbearance agreements, $8,514,136 in aggregate principal payments are
required to be paid from February 2001 through December 2001, with the remaining
balance of $20,308,294 due January 2002. The principal payment dates discussed
in this paragraph and the previous paragraph apply only if the Company is
entitled to extend the forbearance agreements through January 31, 2002.  This
right to extend is contingent upon the Company making all of the scheduled
payments of principal and interest, as well as paying approximately $1.4 million
in fees to the lenders. Should the Company fail to make any of the payments
described above, the lenders will have the right to immediately accelerate the
indebtedness.  As a result of this uncertainty, the indebtedness covered under
these forbearance agreements has been classified as current.  The Company's
Oklahoma Development Finance Authority indebtedness has also been classified as
current, as a result of financial covenant violations.

Under the revised agreements, the Company also granted security interests to its
lenders in substantially all of its assets including receivables, inventories,
patents, machinery and equipment, and real estate.

                                    17 of 22
<PAGE>

Management has taken steps in order to assist the Company in maintaining
compliance with the forbearance agreements. The Company conducted an extensive
operations review in May 2000.  Based on this review, it was determined that the
Company's overhead costs and cost of goods sold had risen beyond levels which
could be tolerated given the Company's industry, history and volume of business
the Company was achieving.  Annualized cost cuts of approximately $12.4 million
have been made which were comprised of approximately $5.3 million in selling,
general and administrative expenses and approximately $7.1 million in
manufacturing overhead. These cost cuts were achieved by reductions in workforce
and discretionary spending.  These cost cuts were largely offset by increases in
administrative costs at the Brazilian facility, as well as increases in utility
costs. Management continues to evaluate and eliminate non-value added expenses
as they are identified.

The Company also plans to liquidate certain ancillary divisions, if necessary,
in order to maintain compliance with these agreements. In addition, management
plans to begin negotiating new financing agreements with new lenders, in order
to obtain more favorable terms for the Company.  Management expects to have new
agreements in place before the end of 2001. However, there can be no assurances
thereof. As of the date of this filing, management has retained the services of
an investment banking firm to begin searching for potential lenders to refinance
the Company's debt and also to assist with identification of prospective buyers
for certain divisions within the Company. Additionally, as of the date of this
report the Company has complied with all terms and conditions of it forbearance
agreements and has made all required payments.

The minimum principal payments required during 2001, which are discussed above,
total approximately $30 million and must be made in order to maintain compliance
with the forbearance agreements, and in order to have the right to exercise the
options to extend the forbearance period. Due to the Company's reliance on these
debt financing arrangements for working capital, compliance with the forbearance
agreements currently in place or additional forbearance by its lenders is
necessary for the Company to meet its obligations as they become due and to
avoid material adverse effects on the Company's financial position, results of
operations, and liquidity.

Additionally, as discussed in note 9 to the condensed consolidated financial
statements, a judgment of approximately $11.7 million has been entered against
the Company in its long-standing patent infringement case with Cedarapids.  The
Company plans to appeal this decision to the Federal Circuit and it is the
opinion of management and legal counsel that the Company will ultimately have no
liability to Cedarapids in this case.  There can be no assurance, however, that
the Company will be successful in its appeal. Furthermore, unless the Company
posts a bond in favor of Cedarapids or obtains an order prohibiting Cedarapids
from executing on its judgment, Cedarapids could attempt to collect the judgment
during the pendency of the appeal.  The impact of this situation on the
Company's liquidity is unknown, due to the court's latitude in making a
determination regarding the bond requirements.

                                    18 of 22
<PAGE>

The debt-to-total-capital percentage decreased to 69.0% at March 31, 2001
compared to 70.3% at December 31, 2000. This decrease is the result of debt
reduction for the three months ended March 31, 2001.

The current ratio at March 31, 2001, was 1.00-to-1 compared to 1.05-to-1 at
December 31, 2000, and working capital at March 31, 2001 was $(386,000) compared
to $6.5 million at December 31, 2000. The classification of the amounts
outstanding under the senior notes agreement, the revolving credit agreement and
the Oklahoma Development Finance authority note agreement as current liabilities
is the primary cause for the negative working capital.

Cash provided by operating activities for the three months ended March 31, 2001
was $5.8 million compared to cash used in operating activities of $9.2 million
for the three months ended March 31, 2000.  This increase was primarily due to
decreased inventories and increased current liabilities. Financing activities
for the three months ended March 31, 2001 used $17.2 million in cash. The
Company continues to pay down it debt according to the revised agreements
entered into with its lenders in January 2001.

Capital expenditures for the three months ended March 31, 2001 were $171,000
compared to $1.1 million for the comparable three months ended March 31, 2000.
Capital expenditures are budgeted at $5.2 million for 2001 and are expected to
be financed using internally generated funds and leasing arrangements. These
capital expenditures will be used to improve the Company's manufacturing and
product support efficiencies through it Lean Manufacturing program.

Income Taxes
------------

Income taxes are accounted for using the asset and liability method under which
deferred income taxes are recognized for the tax consequences of "temporary
differences" by applying enacted statutory tax rates applicable to future years
to differences between the financial statement carrying amounts and the tax
bases of existing assets and liabilities and operating losses and tax credit
carryforwards.  The effect on deferred taxes for a change in tax rates is
recognized in income in the period that includes the enactment date.  Management
provides valuation allowances against the deferred tax asset for amounts which
are not considered "more likely than not" to be realized.

No net deferred tax asset was recorded at March 31, 2001.  The Company has
assessed its past earnings history and trends, reversing taxable temporary
differences, the recent periods net loss, and expiration dates of carryforwards
and has determined that it is not "more likely than not" that the March 31, 2001
net deferred tax asset will be realized.  Accordingly, a valuation allowance has
been established against the net deferred tax asset.

Federal Highway Legislation
---------------------------

The Company has assessed the longer-range impact of the $217 billion national
highway bill (TEA-21) which currently has guaranteed appropriations over the
next three years.  The Company believes that its significant investment in

                                    19 of 22
<PAGE>

capital improvements and plant modernization efforts have the Company positioned
to take advantage of the anticipated increased business as a result of this
legislation.

Forward-Looking Statements
--------------------------

Statements of the Company's or management's intentions, beliefs, anticipations,
expectations and similar expressions concerning future events contained in this
report constitute "forward-looking statements," as that term is defined in the
U.S. federal securities laws.  You can identify these statements by forward-
looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate," and "continue" or similar words.  Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause the Company's actual performance and
operating results to differ materially from the Company's expectations include,
among others, levels of funding for highway construction and rehabilitation; the
outcome of the Company's patent infringement lawsuits with Cedarapids, Inc.; the
Company's ability to comply with its forbearance agreements with its lenders and
extend or replace existing financing; adverse weather conditions; the level of
protection provided by patents and other proprietary rights issued, licensed, or
sublicensed to the Company; the impact of various types of governmental
regulation,  domestic and foreign; competitive factors; the Company's ability to
successfully integrate and manage profitably the businesses acquired in 2000;
the overall economic environment, domestically and overseas; and whether the
investments and cost-cutting initiatives implemented by the Company in 2000 are
successful.

All subsequent written and oral forward-looking statements attributable to the
Company, or persons acting on its behalf, are expressly qualified in their
entirety by the cautionary statements set forth above.  The Company assumes no
duty to update or revise its forward-looking statements based on changes in
internal estimates or expectations or otherwise, except as required by law.

Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------

The primary objective of the following information is to provide forward-looking
quantitative and qualitative information about the Company's potential exposure
to market risks. The term "market risk" for the Company refers to the risk of
increased interest expense and decreased earnings arising from adverse changes
in interest rates. The disclosures are not meant to be precise indicators of
expected future decreases in earnings, but rather indicators of reasonably
possible decreases in earnings. This forward-looking information provides an
indication of how the Company views and manages its ongoing market risk
exposures.

At March 31, 2001, the Company had total debt outstanding of $96.3 million. Of
this amount, substantially all of the Company's borrowings bear interest at
variable rates which were approximately 10% at March 31, 2001. The Company had
$17.2 million less variable rate borrowings at March 31, 2001 than at December

                                    20 of 22
<PAGE>

31, 2000, and the average rate at which the variable rate borrowings accrue
interest was approximately 150 basis points (1.50%) lower at March 31, 2001
compared to December 31, 2000. A 10% increase in short-term interest rates on
the variable rate debt outstanding at March 31, 2001 would approximate 100 basis
points.  Such an increase in interest rates would increase the Company's
interest expense by approximately $722,000 for the remainder of the year ending
December 31, 2001 assuming borrowed amounts remain outstanding.

The above sensitivity analysis for interest rate risk excludes accounts
receivable, accounts payable and accrued liabilities because of the short-term
maturity of such instruments.  The analysis does not consider the effect this
movement may have on other variables including changes in revenue volumes that
could be indirectly attributed to changes in interest rates. The actions that
management would take in response to such a change are also not considered.  If
it were possible to quantify this impact, the results could well be different
than the sensitivity effects shown above.

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Since 1996, the Company has been involved in litigation in the U.S. District
Court for the Western District of Oklahoma (the District Court) with Cedarapids,
Inc. (Cedarapids).  The Company sued Cedarapids seeking a declaratory judgment
that a patent held by Cedarapids was invalid, or, in the alternative, that the
Company was not infringing the patent.  Cedarapids subsequently filed a
counterclaim against the Company, alleging that the Company's Triple-Drum Mixer
infringes this same patent.

During February 2001, the District Court issued a ruling in this case.  The
court ruled that one configuration of CMI's Triple-Drum mixer (used on
approximately 100 Triple-Drums) infringed the patent held by Cedarapids.  The
court enjoined the Company from selling this particular configuration of Triple-
Drum.  On March 20, 2001, the court awarded damages and prejudgment interest to
Cedarapids of approximately $11,700,000.

The Company plans to appeal the judgment to the United States Court of Appeals
for the Federal Circuit (the Federal Circuit).  As of the date of this report
the Company has filed a notice of appeal. It is the opinion of management and
legal counsel that the Company will ultimately have no liability for
infringement in this case.  The Company has a number of defenses which, in the
opinion of management and counsel, will result in the original judgment being
overturned upon appeal. Accordingly, no accrual has been established for this
judgment.  In addition, the Company has capitalized approximately $1.7 million
in legal fees incurred in defense of the Triple Drum patent.  These costs are
being amortized over the remaining life of the patent.  In the event that the
Federal Circuit does not overturn the District Court's ruling, these costs will
be expensed in the period when the final decision is rendered.

Under the injunction issued by the court, the Company can continue selling
Triple-Drum Mixers with total air burners which were found not to infringe.  The
costs

                                    21 of 22
<PAGE>

associated with using the total air burners are not significant. Therefore,
management does not expect that the injunction will have a material impact on
future sales.

In September 1998, Cedarapids filed a separate suit against the Company in the
U.S. District Court for the Northern District of Iowa, alleging that the Company
has infringed on a second patent held by Cedarapids. Cedarapids is seeking
damages in excess of $10 million in this case. The Company, together with its
legal counsel believe that this claim is without merit, and intend to vigorously
contest this lawsuit. Since the likelihood of an unfavorable outcome in this
case has not been determined to be probable by the Company and its legal
counsel, no liability has been recorded for this case.

There are numerous other claims and pending legal proceedings that generally
involve product liability and employment issues.  These cases are, in the
opinion of management, ordinary matters incidental to the normal business
conducted by the Company.  In the opinion of the Company's management after
consultation with outside legal counsel, the ultimate disposition of such other
proceedings will not have a material adverse effect on the Company's
consolidated financial position, liquidity or future results of operations.

Item 2.  Changes in Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

See note 3 to condensed consolidated financial statements

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

None.

Item 5.  Other information.

None.

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

(a)  None

(b)  The Company did not file any report on a Form 8-K during the fiscal quarter
     ended March 31, 2001.



                                  SIGNATURES

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

Date:    May 15, 2001        /s/Jim D. Holland
       -----------------     -------------------------------------
                             Jim D. Holland
                             Senior Vice President,
                             Chief Financial Officer & Treasurer

                                    22 of 22