EDISON CONTROL CORPORATION

TABLE OF CONTENTS
--------------------------------------------------------------------------------


                                                                            Page

Letter to Shareholders                                                         2

Management's Discussion and Analysis of Financial Condition and
  Results of Operations                                                      3-6

Summary of Selected Financial Data                                             7

AUDITED FINANCIAL STATEMENTS

     Independent Auditors' Report                                              8

     Consolidated Balance Sheets, January 31, 2000 and 1999                 9-10

     Consolidated Statements of Income, Years Ended January 31,
       2000, 1999 and 1998.                                                   11

     Consolidated Statements of Shareholders' Equity, Years Ended
       January 31, 2000, 1999 and 1998                                        12

     Consolidated Statements of Cash Flows, Years Ended January 31,
       2000, 1999 and 1998                                                 13-14

     Notes to Consolidated Financial Statements, Years Ended
       January 31, 2000, 1999 and 1998                                     15-31



                                       1
<PAGE>

LETTER TO SHAREHOLDERS


Fiscal 1999,  which ended January 31, 2000, was one of our most successful years
on record.  Edison Control  Corporation  ("the Company")  increased net sales by
4.3% from  $25,050,116  to  $26,136,445  and  increased  net  income  79.3% from
$1,202,330,  or $0.42 per diluted  share,  to  $2,156,872,  or $0.74 per diluted
share. Also, since the acquisition of Construction Forms, Inc. on June 21, 1996,
we have  reduced our debt by  approximately  $10,631,000.  We are proud of these
accomplishments.

Negotiations were conducted with potential acquisition candidates throughout the
year, but nothing  ensued.  Edison will continue to look for  acquisitions  that
compliment  the  Company's  existing  range of products  and services and create
value for our shareholders.

As we proceed forward, the Company will continue to focus on its key competitive
advantages:

Market Leader.  As the worldwide  leader in the manufacture and  distribution of
concrete  pumping  systems and  accessories,  ConForms  provides  customers  the
advantage of purchasing all concrete  pumping system  components from one vendor
with the assurance of parts compatibility. ConForms' leading market share is the
result of its extensive distribution channels and commitment to quality products
and customer service.

Customer  Service.  ConForms'  primary strength is to provide superior  customer
service  to the entire  spectrum  of the  concrete  pumping  industry  with high
quality products.

International Expansion.  Although several of the world's regional economies are
stagnant, ConForms' expansion into the United Kingdom and Malaysia and its sales
presence in South America have opened new markets for its products.

Ultra Tech Products. Our Ultra Tech division was started as a means of providing
ConForms with a captive supply of abrasion resistant piping for concrete pumping
systems.  Today, Ultra Tech continues to establish its new identity as a leading
provider of abrasion resistant  products.  Wherever abrasive solid materials are
transported,  Ultra Tech's  growing  line of products and services  will provide
customers value and enhance profitability.

Facilities  and People.  Our  employees'  talent and  dedication  have made this
another profitable year. Our management personnel are committed to the Company's
profitability  and we have the facilities and resources in place to continue the
trend.

With  the  continued  support  of  our  customers,   employees,   suppliers  and
shareholders, we look forward to building on our record of success in the coming
year!

Sincerely,


/s/ William B. Finneran

William B. Finneran
Chairman of the Board



                                       2
<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Certain   matters   discussed  in  this  Annual  Report  to   Shareholders   are
"forward-looking  statements"  intended  to qualify  for the safe  harbors  from
liability  established by the Private Securities  Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the  statement  will  include  words such as the Company  "believes",
"anticipates", "expects", or words of similar import. Similarly, statements that
describe   the   Company's   future   plans,   objectives   or  goals  are  also
forward-looking  statements.  Such  forward-looking  statements  are  subject to
certain  risks and  uncertainties,  including,  but not  limited to, new product
advancements  by  competition,   significant  changes  in  industry  technology,
economic or  political  conditions  in the  countries  in which the Company does
business,  the continued availability of sources of supply, the availability and
consummation  of favorable  acquisition  opportunities,  increasing  competitive
pressures on pricing and other contract terms,  economic  factors  affecting the
Company's  customer  base and stock price  variations  affecting  the  Company's
securities trading portfolio. These factors could cause actual results to differ
materially from those  anticipated as of the date of this report.  Shareholders,
potential  investors  and other  readers are urged to consider  these factors in
evaluating the  forward-looking  statements and are cautioned not to place undue
reliance on such  forward-looking  statements.  The  forward-looking  statements
included  herein  are only made as of the date of this  report  and the  Company
undertakes no obligation to publicly update such  forward-looking  statements to
reflect subsequent events or circumstances.


                              RESULTS OF OPERATIONS

Fiscal 1999 versus Fiscal 1998
Net sales for the year ended January 31, 2000 ("fiscal 1999")  increased 4.3% to
$26,136,445  compared  with  $25,050,116  for the year ended  January  31,  1999
("fiscal 1998").  Domestic sales for Construction Forms  ("ConForms")  increased
6.8% due  largely to  increased  sales of the  ConForms'  Ultra  Plus  products.
ConForms  Europe  sales  increased  7.4% due to  increased  sales in the  United
Kingdom  and the Middle  East.  These  increases  were offset by a 3.7% and 4.0%
decrease in Ultra Tech and Gilco sales volume, respectively.

As a percentage of net sales,  gross profit margin increased to 36.1% for fiscal
1999 as  compared  to 35.6% in  fiscal  1998.  The  increase  was due  mainly to
increased  margins at ConForms from production  efficiencies  obtained from last
year's plant consolidation, purchasing savings, and product mix variations. This
increase was offset by low margin large-project business at Ultra Tech and lower
margins on Gilco  products.  Selling,  engineering and  administrative  expenses
represented 17.7% of net sales for fiscal 1999 compared to 18.2% in fiscal 1998.
Selling,  engineering and  administrative  expenses increased $73,979 or 1.6% in
fiscal 1999 to $4,634,236. Salary and wage increases were offset by decreases in
telephone, employee training, forms and printing, and selling expenses.

Interest   expense  was   $791,840  and  $955,818  for  fiscal  1999  and  1998,
respectively.  The decrease resulted from a reduction of the average outstanding
debt from the previous year.  Assuming rates remain stable,  interest expense is
expected to decrease in fiscal 2000 as further debt reduction is anticipated.

The Company had a net trading  gain  (realized  and  unrealized)  of $441,944 in
fiscal 1999  compared to a net trading  loss of $214,265 in fiscal 1998. A major
reason for the  $656,209  change  was the  increase  in the market  value of the
Company's holdings in Glenayre Technologies, Inc. and significant realized gains
on the sale of US Trust  Corporation  stock which were offset by realized losses
in VIVUS, Inc. stock.  Although the Company has no established formal investment
policies  or  practices  for  its  trading  securities  portfolio,  the  Company
generally  pursues  an  aggressive  trading  strategy,   focusing  primarily  on
generating  near-term capital appreciation from its investments in common equity
securities. Securities held in the Company's portfolio at



                                       3
<PAGE>

the end of each period are  reported at fair value,  with  unrealized  gains and
losses  included in earnings for that period.  These factors,  combined with the
relative  size of the  Company's  trading  portfolio,  has led,  and will likely
continue to lead, to significant  period-to-period earnings volatility depending
upon  the  capital   appreciation  or  depreciation  of  the  Company's  trading
securities  portfolio as of the end of each reporting  period.  The Company does
not  use  or  buy  derivative  securities.  See  "Quantitative  and  Qualitative
Disclosures about Market Risk".

The amortization of goodwill,  financing costs, stock options and stock warrants
created  a total  non-cash  charge of  $659,859  for  fiscal  1999  compared  to
$1,301,863 for fiscal 1998.  Goodwill from the June 1996 acquisition of ConForms
is being  amortized over a 40-year  period.  The stock option  amortization  was
fully  amortized as of June 21, 1997. The  amortization  of financing  costs and
stock warrants was completed during the year. Excluding these items, the Company
would have reported net income after income taxes of  approximately  $2,546,000,
or $.88 per diluted share,  in fiscal 1999. The total  amortization of all these
non-cash  charges for the year ended January 31, 2001 is expected to approximate
$237,000.

The  Company   recorded  tax  expense  of  $1,550,000  for  fiscal  1999,  which
represented the estimated annual effective rate of 41.8% applied to pre-tax book
income.  Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
differences  between the carrying amount of assets and liabilities for financial
statement reporting purposes and the amounts used for income tax purposes.

Net  income  of  $2,156,872,  or $.92 and $.74 per  share,  basic  and  diluted,
respectively,  for fiscal 1999  represented  an  increase  of $954,542  from net
income  of  $1,202,330,   or  $.52  and  $.42  per  share,  basic  and  diluted,
respectively,  for fiscal 1998. The change was principally due to a $478,428, or
11.8%,  increase  in  operating  income and a $656,209  increase  in net trading
gains.

Fiscal 1998 versus Fiscal 1997
Net  sales  for  fiscal  1998  increased  4.9%  to  $25,050,116   compared  with
$23,875,214  in  fiscal  1997.  Strong  domestic  sales  at  Construction  Forms
("ConForms"),  the inclusion of sales from the Company's Malaysian operation and
increased  mortar-plaster  mixer sales in the Florida  market  accounted for the
increase.  The lower percentage  increase in fiscal 1998 compared to fiscal 1997
was due to decreases in sales  volume at the  Company's  Ultra Tech and ConForms
Europe  divisions.  Fewer sales to mining industry  customers and the slowing of
the  construction  economies in Europe  accounted for the decrease at Ultra Tech
and ConForms Europe, respectively.

As a percentage of net sales,  gross profit margin decreased to 35.6% for fiscal
1998 as compared to 38.4% in fiscal 1998. The decrease was due mainly to product
mix variations,  the increase of lower margin foreign sales and costs associated
with the move  from  Cedarburg  to Port  Washington.  Selling,  engineering  and
administrative  expenses represented 18.2% of net sales for both fiscal 1998 and
fiscal 1997. Selling, engineering and administrative expenses increased $209,984
in  fiscal  1998  to  $4,560,257  due to  increased  personnel  in  engineering,
increased sales costs related to foreign sales,  moving costs and training,  and
other costs  incurred in relation to the  implementation  of the new  enterprise
resource planning system.

Interest  expense  was  $955,818  and  $1,133,382  for  fiscal  1998  and  1997,
respectively.  The decrease resulted from a reduction of the average outstanding
debt from the previous year.

Net  investment  loss,  which  includes  interest,  dividends  and  realized and
unrealized gains or losses on trading  securities,  was $152,947 for fiscal 1998
compared to fiscal 1997's net loss of $173,366.  A major reason for the net loss
was the  decrease  in the market  value of the  Company's  holdings  in Glenayre
Technologies, Inc. and VIVUS Inc.



                                       4
<PAGE>

The amortization of goodwill,  financing costs, stock options and stock warrants
created a total  non-cash  charge of  $1,301,863  for fiscal  1998  compared  to
$1,600,421 for fiscal 1997.  Goodwill from the June 1996 acquisition of ConForms
is being  amortized over a 40-year  period.  The stock option  amortization  was
fully  amortized as of June 21, 1997. The  amortization  of financing  costs and
stock warrants will continue  principally  until June 21, 1999.  Excluding these
items,  the  Company  would have  reported  net  income  after  income  taxes of
approximately $1,983,000, or $.69 per diluted share, in fiscal 1998.

The Company recorded tax expense of $850,000 for fiscal 1998, which  represented
the  estimated  annual  effective  rate of 41.4% applied to pre-tax book income.
Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying amount of assets and  liabilities  for financial  statement
reporting purposes and the amounts used for income tax purposes.

Net  income  of  $1,202,330,  or $.52 and $.42 per  share,  basic  and  diluted,
respectively, for fiscal 1998 represented an increase of $97,168 from net income
of $1,105,162, or $.49 and $.41 per share, basic and diluted,  respectively, for
fiscal 1997.


           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate risk,  foreign  currency risk and equity
price risk.  These  risks  include  changes in U.S  interest  rates,  changes in
foreign currency  exchange rates as measured against the U.S. dollar and changes
in the prices of stocks traded on the U.S. markets.

Interest Rate Risk
The Company's  revolving credit  borrowings and variable rate term loans,  which
total $8,963,142 as of January 31, 2000, are subject to interest rate risk. Most
of the borrowings  float at either the prime rate or LIBOR plus a certain number
of basis points.  Based on the fiscal 1999 year end balance,  an increase of one
percent in the interest rate on the  Company's  loans would cause an increase in
interest  expense of  approximately  $90,000,  or $.02 per diluted share, net of
taxes, on an annual basis. The Company currently does not use derivatives to fix
variable rate interest obligations.

Foreign Currency Risk
The Company has foreign operations in the United Kingdom and Malaysia. Sales and
purchases are typically  denominated  in the British pound,  Malaysian  ringgit,
German mark,  Singapore  dollar or U.S. dollar,  thereby  creating  exposures to
changes in  exchange  rates.  The changes in exchange  rates may  positively  or
negatively affect the Company's sales, gross margins and retained earnings.  The
Company does not enter into foreign exchange  contracts but attempts to minimize
currency  exposure  risk through  working  capital  management.  There can be no
assurance that such an approach will be successful, especially in the event of a
significant and sudden decline in the value of a currency.

 Equity Price Risk
Approximately  5% of the  Company's  total  assets as of  January  31,  2000 are
invested in trading securities of various domestic  companies.  The market value
of these investments is subject to fluctuation.  This factor,  combined with the
relative  size of the Company's  trading  portfolio  ($1,405,650  at January 31,
2000), has led and will likely continue to lead, to significant period-to-period
earnings volatility  depending upon the capital  appreciation or depreciation of
the Company's trading securities portfolio.  A 10% decrease in the quoted market
price of these trading  securities would decrease the fair market value of these
securities by approximately  $141,000,  or $.03 per diluted share, net of taxes.
Although the Company has no established formal investment  policies or practices
for  its  trading  securities  portfolio,   the  Company  generally  pursues  an
aggressive trading strategy,  focusing primarily on generating near-term capital
appreciation from its



                                       5
<PAGE>

investments  in  common  equity  securities.  Securities  held in the  Company's
portfolio at the end of each period are reported at fair value,  with unrealized
gains and losses included in earnings for that period.  These factors,  combined
with the relative size of the  Company's  trading  portfolio,  has led, and will
likely  continue to lead, to significant  period-to-period  earnings  volatility
depending upon the capital appreciation or depreciation of the Company's trading
securities  portfolio as of the end of each reporting  period.  The Company does
not use or buy derivative securities.


                         LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operating  activities was $5,534,471 for fiscal 1999, compared to
$1,480,894 for fiscal 1998. In fiscal 1999,  the net sale of trading  securities
accounted for approximately $2,653,000 of the operating cash flow. Excluding the
net trading  securities  activity  from  operating  cash flow,  the  significant
increase in  operating  cash flow was due to the changes in accounts  receivable
and the increase in purchases of raw  materials in the last few months of fiscal
1998 compared to the same period in fiscal 1999.

Net working capital of $8,821,365 at January 31, 2000 decreased  $3,908,728,  or
30.7%, from the fiscal 1998 year-end level of $12,730,093.  The current ratio at
January 31, 2000 was 3.1:1 compared to 3.8:1 at January 31, 1999. The change was
mainly due to the decrease in trading securities, inventories and in assets held
for sale.

Cash provided by investing  activities  in fiscal 1999 was $328,580  compared to
cash of $2,962,272 used in investing  activities in fiscal 1998. This change was
principally  due to the reduction in capital  expenditures  for the year and the
proceeds received from the sale of the Cedarburg  facility.  During fiscal 1998,
the  Company  constructed  an  addition  to its  Port  Washington  facility  and
implemented a new enterprise resource planning system.

Due to the increase in operating income,  the sale of the trading securities and
the sale of the Cedarburg  facility,  the Company reduced its debt by $5,778,459
in  fiscal  1999,  which  accounted  for  most of the  cash  used  in  financing
activities. Cash provided by financing activities in fiscal 1998 of $895,759 was
due to the increase in capital expenditures. The Company has reduced its debt by
$10,631,218  since the June 21, 1996  acquisition  date.  The Company's  debt to
capitalization  ratio  at  January  31,  2000  and 1999  was  39.2%  and  47.7%,
respectively. The Company maintains various debt agreements, which are described
in more  detail  in the  footnotes  to the  consolidated  financial  statements.
Required  principal  payments  in fiscal 2000 are  expected to be  approximately
$934,000.

The  Company  believes  that  it can  fund  proposed  capital  expenditures  and
operational  requirements from operations and currently  available cash and cash
equivalents,  investments,  trading  securities  and existing bank credit lines.
Proposed  capital  expenditures  for the fiscal year ending January 31, 2001 are
expected to total approximately $1,000,000 compared to $675,245 for fiscal 1999.
The significant  increase is due  principally to the expected  installation of a
heat-treating facility in Germany.

The Company  intends to continue to expand its  businesses,  both internally and
through  potential  acquisitions.  The Company  currently  anticipates  that any
potential  acquisitions  would be financed  primarily  by  internally  generated
funds, additional borrowings or the issuance of the Company's stock.



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<PAGE>

<TABLE>
SUMMARY OF SELECTED FINANCIAL DATA

EDISON CONTROL CORPORATION
<CAPTION>
                                                                                                                   Year Ended
                                                                        Year Ended January 31,                    December 31,
                                                     ---------------------------------------------------------   --------------
                                                        2000            1999          1998           1997            1995
                                                        ----            ----          ----           ----            ----
<S>                                                  <C>            <C>            <C>            <C>            <C>
Statements of Operations
Net sales                                            $26,136,445    $25,050,116    $23,875,214    $13,604,340    $    791,502
Cost of sales                                        $16,707,430    $16,125,601    $14,717,711    $ 9,191,243    $    660,857
Gross profit                                         $ 9,429,015    $ 8,924,515    $ 9,157,503    $ 4,413,097    $    130,645
Selling, engineering & administrative                $ 4,634,236    $ 4,560,257    $ 4,350,273    $ 3,238,168    $    729,267
Operating income (loss)                              $ 4,524,156    $ 4,045,728    $ 4,190,142    $   531,702    $   (598,622)
Realized gains (losses) on trading securities        $   960,210    $   161,598    $   (54,837)   $ 2,802,490    $  2,214,145
Unrealized (losses) gains on trading securities      $  (518,266)   $  (375,863)   $  (205,618)   $(2,854,059)   $  1,842,902
Interest and miscellaneous income                    $    19,045    $   101,776    $    83,249    $    84,848    $     39,598

Net income (loss)                                    $ 2,156,872    $ 1,202,330    $ 1,105,162    $  (731,028)   $  2,082,582

Per Share Information
Net income (loss) per share - basic                  $      0.92    $      0.52    $      0.49    $     (0.33)   $       0.98

Net income (loss) per share - diluted                $      0.74    $      0.42    $      0.41    $     (0.33)   $       0.94

Book value at year end                               $      7.78    $      6.90    $      6.41    $      5.98    $       4.86

At Year End
Working capital                                      $ 8,821,365    $12,730,093    $10,873,332    $11,554,170    $ 10,299,875
Property, plant and equipment-net                    $ 7,968,785    $ 8,187,899    $ 6,945,103    $ 7,077,228    $     65,687
Total assets                                         $30,630,664    $34,902,997    $32,355,957    $34,060,105    $ 12,553,486
Long-term debt                                       $ 8,963,142    $14,741,601    $14,023,342    $16,907,424    $          -
Shareholders' equity                                 $18,303,188    $16,183,272    $14,590,525    $13,601,241    $ 10,375,912

Weighted average shares outstanding
  -assuming dilution                                   2,907,251      2,883,133      2,686,951      2,558,232       2,209,117

Common stock outstanding
                                                       2,351,308      2,346,933      2,275,933      2,275,933       2,136,000

Note:  OnJune 21,  1996,  the Company  purchased  all of the issued and  outstanding  stock of  Construction  Forms,  Inc. and
       subsidiaries and JABCO,  LLC for an aggregate cash  consideration  of  approximately  $20,550,000.  The acquisition was
       accounted for as a purchase transaction with the purchase price allocated to the fair value of specific assets acquired
       and liabilities assumed. Accordingly, the results of operations have been included since the date of acquisition.
</TABLE>



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<PAGE>


INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Shareholders
  Of Edison Control Corporation:

We have audited the accompanying  consolidated  balance sheets of Edison Control
Corporation  and  subsidiaries  (the  "Corporation")  as of January 31, 2000 and
1999, and the related consolidated  statements of income,  shareholders' equity,
and cash flows for each of the three years in the period ended January 31, 2000.
These  financial   statements  are  the   responsibility  of  the  Corporation's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial  position of Edison Control  Corporation  and
subsidiaries  as of  January  31,  2000  and  1999,  and the  results  of  their
operations  and their cash flows for each of the three years in the period ended
January 31, 2000, in conformity with accounting principles generally accepted in
the United States of America.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Milwaukee, Wisconsin
March 31, 2000



                                       8
<PAGE>

EDISON CONTROL CORPORATION

CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2000 AND 1999
--------------------------------------------------------------------------------

ASSETS (Note 8)                                         2000           1999

CURRENT ASSETS:
  Cash and cash equivalents (Note 1)                 $   539,586    $   468,072
  Investments (Note 1)                                    95,000        190,000
  Trading securities (Notes 1 and 3)                   1,405,650      3,616,314
  Accounts receivable, less allowance of
    $227,000 and $268,000, respectively (Note 1)       3,522,867      3,513,342
  Receivable from affiliate (Note 5)                      61,606         93,575
  Inventories (Notes 1 and 4)                          7,110,888      7,619,746
  Prepaid expenses and other current assets              193,886        193,650
  Deferred  income taxes (Note 7)                        190,000          2,000
  Refundable income taxes (Note 7)                                      120,505
  Assets held for sale (Note 1)                                       1,032,200
  Deferred financing costs (Note 10)                                    389,236
                                                     -----------    -----------
           Total current assets                       13,119,483     17,238,640

INVESTMENT IN AND ADVANCES TO AFFILIATE (Note 5)         478,108        421,263

OTHER ASSETS:
  Prepaid pension (Note 9)                                25,193        151,477
  Deferred  income taxes (Note 7)                        535,000        129,000
                                                     -----------    -----------
           Total other assets                            560,193        280,477

PROPERTY, PLANT AND EQUIPMENT  (Note 1):
  Cost:
    Land                                                 302,902        302,902
    Buildings and improvements                         3,634,795      3,603,659
    Machinery and equipment                            6,414,492      5,869,300
    Construction in progress                               7,843         10,908
                                                     -----------    -----------
                                                      10,360,032      9,786,769
  Less - accumulated depreciation                     (2,391,247)    (1,598,870)
                                                     -----------    -----------
                                                       7,968,785      8,187,899

GOODWILL (net of amortization of $832,259 and          8,458,059      8,690,318
 $600,000, respectively) (Note 1)

ORGANIZATIONAL/FINANCE COSTS (net of
  amortization of $265,034 and $226,670,
  respectively) (Note 1)                                  46,036         84,400
                                                     -----------    -----------


TOTAL                                                $30,630,664    $34,902,997
                                                     ===========    ===========



                                       9
<PAGE>


--------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' EQUITY                     2000           1999

CURRENT LIABILITIES:
  Trade accounts payable                             $   989,595    $ 1,939,917
  Accrued compensation                                   791,528        739,938
  Taxes other than income taxes
                                                          24,780         21,325
  Other accrued expenses (Note 6)                        653,077        522,694
  Income taxes payable                                   151,104
  Deferred compensation (Notes 1 and 10)                 754,250        754,250
  Current maturities on long-term debt (Note 8)          933,784        530,423
                                                     -----------    -----------
           Total current liabilities                   4,298,118      4,508,547


LONG-TERM DEBT, LESS CURRENT MATURITIES (Note 8)       8,029,358     14,211,178
                                                     -----------    -----------

           Total liabilities                          12,327,476     18,719,725



SHAREHOLDERS' EQUITY (Note 10):
  Preferred Stock, $.01 par value; 1,000,000
    shares authorized, none issued
  Common Stock, $.01 par value; 20,000,000
    shares authorized, 2,351,308 and 2,346,933
    shares issued and outstanding, respectively           23,513         23,469
  Additional paid-in capital                          10,344,868     10,323,225
  Retained earnings                                    7,917,695      5,760,823
  Accumulated other comprehensive income
                                                          17,112         75,755
                                                     -----------    -----------

           Total shareholders' equity                 18,303,188     16,183,272
                                                     -----------    -----------


TOTAL                                                $30,630,664    $34,902,997
                                                     ===========    ===========



See notes to consolidated financial statements.



                                       10
<PAGE>

EDISON CONTROL CORPORATION

<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED JANUARY 31, 2000, 1999 and 1998
----------------------------------------------------------------------------------------------------

<CAPTION>
                                                              Year Ended January 31,
                                                           -----------------------------------------
                                                              2000           1999           1998

<S>                                                        <C>            <C>            <C>
NET SALES                                                  $26,136,445    $25,050,116    $23,875,214

COST OF GOODS SOLD                                          16,707,430     16,125,601     14,717,711
                                                           -----------    -----------    -----------

GROSS PROFIT                                                 9,429,015      8,924,515      9,157,503

OTHER OPERATING EXPENSES:
  Selling, engineering and administrative expenses           4,634,236      4,560,257      4,350,273
  Stock option amortization (Note 10)                                                        298,558
  Goodwill and organizational/finance cost
    amortization (Note 1)                                      270,623        318,530        318,530
                                                           -----------    -----------    -----------
           Total other operating expenses                    4,904,859      4,878,787      4,967,361
                                                           -----------    -----------    -----------

OPERATING INCOME                                             4,524,156      4,045,728      4,190,142

OTHER EXPENSE (INCOME):
  Interest expense                                             791,840        955,818      1,133,382
  Realized (gains) losses on trading securities               (960,210)      (161,598)        54,837
  Unrealized losses on trading securities                      518,266        375,863        205,618
  Interest and miscellaneous income                            (19,045)      (101,776)       (83,249)
  Loss on sale of assets, net                                  143,267         26,202         19,973
  Stock warrant amortization (Note 10)                         389,236        983,333        983,333
  Equity in earnings of affiliate (Note 5)                     (46,070)       (84,444)       (78,914)
                                                           -----------    -----------    -----------
           Total other expense                                 817,284      1,993,398      2,234,980
                                                           -----------    -----------    -----------

INCOME BEFORE INCOME TAXES                                   3,706,872      2,052,330      1,955,162

INCOME TAXES (Note 7)                                        1,550,000        850,000        850,000
                                                           -----------    -----------    -----------

NET  INCOME                                                  2,156,872      1,202,330      1,105,162

OTHER COMPREHENSIVE (LOSS) INCOME-
  Foreign currency translation
    adjustments (Note 1)                                       (58,643)        82,917       (115,878)
                                                           -----------    -----------    -----------

COMPREHENSIVE  INCOME                                      $ 2,098,229    $ 1,285,247    $   989,284
                                                           ===========    ===========    ===========


NET INCOME PER SHARE (Note 1):
Net Income Per Share - Basic                               $      0.92    $      0.52    $      0.49
                                                           ===========    ===========    ===========

Net Income Per Share - Diluted                             $      0.74    $      0.42    $      0.41
                                                           ===========    ===========    ===========


See notes to consolidated financial statements.

See notes to consolidated financial statements.

</TABLE>



                                       11
<PAGE>


EDISON CONTROL CORPORATION

<TABLE>
CONSOLIDATED STATEMENTS OF  SHAREHOLDERS' EQUITY
YEARS ENDED JANUARY 31, 2000, 1999 and 1998
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                                Accumulated
                                                 Common Stock        Additional                   Other
                                             --------------------     Paid-in      Retained    Comprehensive
                                              Shares      Amount      Capital      Earnings       Income          Total

<S>                                          <C>         <C>        <C>           <C>            <C>           <C>
BALANCES, JANUARY 31, 1997                   2,275,933   $ 22,759   $10,016,435   $3,453,331     $ 108,716     $13,601,241

  Foreign currency translation adjustment                                                        $(115,878)       (115,878)
  Net income                                                                       1,105,162                     1,105,162
                                             ---------   --------   -----------   ----------     ---------     -----------

BALANCES, JANUARY 31, 1998                   2,275,933     22,759    10,016,435    4,558,493        (7,162)     14,590,525

  Foreign currency translation adjustment                                                           82,917          82,917
  Stock options exercised (Note 10)             71,000        710       306,790                                    307,500
  Net income                                                                       1,202,330                     1,202,330
                                             ---------   --------   -----------   ----------     ---------     -----------

BALANCES, JANUARY 31, 1999                   2,346,933     23,469    10,323,225    5,760,823        75,755      16,183,272

  Foreign currency translation adjustment                                                          (58,643)        (58,643)
  Stock options exercised (Note 10)              4,375         44        21,643                                     21,687
  Net income                                                                       2,156,872                     2,156,872
                                             ---------   --------   -----------   ----------     ---------     -----------

BALANCES, JANUARY 31, 2000                   2,351,308   $ 23,513   $10,344,868   $7,917,695     $  17,112     $18,303,188
                                             =========   ========   ===========   ==========     =========     ===========
</TABLE>


See notes to consolidated financial statements.



                                       12
<PAGE>


EDISON CONTROL CORPORATION

<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JANUARY 31, 2000, 1999 and 1998
----------------------------------------------------------------------------------------------------

<CAPTION>
                                                                     Year Ended January 31,
                                                            ----------------------------------------
                                                                2000           1999         1998
<S>                                                         <C>            <C>           <C>
OPERATING ACTIVITIES:
  Net income                                                $  2,156,872   $ 1,202,330   $ 1,105,162
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation of plant and equipment                          860,442       766,497       653,089
    Amortization                                                 659,859     1,301,863     1,600,421
    Provision for doubtful accounts                               (9,165)      (39,931)       76,780
    Realized (gain) loss on trading securities sales            (960,210)     (161,598)       54,837
    Unrealized loss on trading securities                        518,266       375,863       205,618
    Purchases of trading securities                           (1,189,718)   (2,530,113)   (3,768,475)
    Proceeds from the sales of trading securities              3,842,326     2,353,297     4,605,945
    Loss on sale of assets                                       143,267        26,202        19,973
    Equity in earnings of affiliate                              (46,070)      (84,444)      (78,914)
    Changes in assets and liabilities:
      Accounts receivable                                         (5,871)     (456,077)     (377,314)
      Receivable from affiliate                                   31,969         9,907        52,553
      Inventories                                                491,372    (1,611,616)     (679,253)
      Prepaid expenses and other current assets                     (571)        1,356         1,395
      Prepaid pension                                            126,284       131,657       101,887
      Trade accounts payable                                    (949,518)      676,489       388,713
      Accrued compensation                                        51,866       (41,965)      175,254
      Taxes other than income taxes                                7,348           724        (2,223)
      Other accrued expenses                                     195,357       (43,183)       19,550
      Income taxes payable                                       204,366        94,636       (97,324)
      Deferred income taxes                                     (594,000)     (491,000)     (386,000)
                                                            ------------   -----------   -----------

           Net cash provided by operating activities           5,534,471     1,480,894     3,671,674
                                                            ------------   -----------   -----------

INVESTING ACTIVITIES:
  Additions to plant and equipment                              (675,245)   (3,082,725)     (554,923)
  Maturity of certificate of deposit                              95,000                      94,000
  (Advances to)  payments received from affiliate                (10,775)       96,331       (14,182)
  Proceeds from sale of assets                                   919,600        24,122         4,741
                                                            ------------   -----------   -----------

           Net cash provided by (used) in                        328,580    (2,962,272)     (470,364)
             investing activities                           ------------   -----------   -----------

FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt                     6,057,182     2,175,000       600,000
  Payments on long-term debt                                 (11,835,641)   (1,456,741)   (3,484,082)
  Stock options exercised                                         19,687       177,500
                                                            ------------   -----------   -----------

           Net cash (used in) provided by                     (5,758,772)      895,759    (2,884,082)
             financing activities                           ------------   -----------   -----------


                                                                                          (Continued)



                                       13
<PAGE>



EDISON CONTROL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JANUARY 31, 2000, 1999 and 1998
----------------------------------------------------------------------------------------------------


<CAPTION>
                                                                     Year Ended January 31,
                                                            ----------------------------------------
                                                                2000           1999         1998
<S>                                                         <C>            <C>           <C>

EFFECT OF EXCHANGE RATE CHANGES ON CASH                     $    (32,765)  $    16,403   $   (51,948)
                                                            ------------   -----------   -----------


NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                71,514      (569,216)      265,280


CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                              468,072     1,037,288       772,008
                                                            ------------   -----------   -----------


CASH AND CASH EQUIVALENTS,
  END OF YEAR                                               $    539,586   $   468,072   $ 1,037,288
                                                            ============   ===========   ===========




SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
    Cash paid during the year for:
      Interest                                              $    809,391   $   946,210   $ 1,111,901
      Income taxes, net of refunds                          $  1,870,454   $ 1,246,200   $ 1,336,130

</TABLE>



See notes to consolidated financial statements.



                                       14
<PAGE>


EDISON CONTROL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2000, 1999 and 1998
--------------------------------------------------------------------------------

 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation - The consolidated financial statements include
     the accounts of Edison Control Corporation ("Edison") and subsidiaries, all
     of which are wholly  owned  (collectively,  the  "Company").  All  material
     intercompany   accounts   and   transactions   have  been   eliminated   in
     consolidation.

     Nature of Operations - The Company is currently  comprised of the following
     operations.  Construction Forms ("ConForms") is a leading  manufacturer and
     distributor  of systems of pipes,  couplings and hoses and other  equipment
     used for the pumping of concrete.  ConForms  manufactures a wide variety of
     finished  products which are used to create  appropriate  configurations of
     systems  for  various  concrete  pumps.  Ultra Tech  manufactures  abrasion
     resistant  piping  systems for use in industries  such as mining,  pulp and
     paper,  power and waste  treatment.  Gilco  produces a line of concrete and
     plaster/mortar mixers. JABCO primarily leases property and equipment to the
     Company.

     The  Company's  principal  market is in North  America with  limited  sales
     activity in Europe, South America, the Middle East and Asia.

     Cash  Equivalents - The Company  considers all temporary  investments  with
     maturities of three months or less when acquired to be cash equivalents.

     Investments  -  Investments   consist  of   certificates  of  deposit  with
     maturities  in  excess  of three  months  and are  recorded  at cost  which
     approximates  market.  The Company intends to hold the  certificates  until
     maturity.

     Trading  Securities  -  Debt  and  equity  securities  purchased  and  held
     principally for the purpose of selling them in the near term are classified
     as "trading  securities" and reported at fair value with  unrealized  gains
     and losses  included in earnings.  The cost of securities  sold is based on
     the first-in, first-out method.

     Accounts  Receivable - Accounts  receivable  are stated net of an allowance
     for doubtful accounts and finance charges.

     Inventories  -  Inventories  are  stated at the lower of cost  (principally
     last-in, first-out method) or market.

     Assets held for sale - Assets held for sale consisted of land and building,
     which  are no longer in use as of  January  31,  1999.  These  assets  were
     reclassified  from property,  plant and equipment and are recorded at their
     net book value. No  depreciation  was taken on these assets since they were
     taken out of service.  These assets were sold at a loss of $128,543  during
     the year ended January 31, 2000.

     Property,  Plant and Equipment - Property, plant and equipment is stated at
     cost.  Expenditures  for major renewals and  improvements  are capitalized,
     while  maintenance  and  repairs,  which do not  significantly  improve the
     related  asset or extend  its  useful  life,  are  charged  to  expense  as
     incurred.



                                       15
<PAGE>


     For  financial  reporting  purposes,  plant and  equipment  is  depreciated
     primarily by the  straight-line  method over the estimated  useful lives of
     the assets. Estimated useful lives of buildings and improvements range from
     7 to  40  years  and  of  machinery  and  equipment  from  2 to  12  years.
     Depreciation  claimed for income tax  purposes  is computed by  accelerated
     methods.

     Goodwill  and  Intangible  Assets - Goodwill  represents  the excess of the
     purchase price over the fair value of  identifiable  net assets of acquired
     companies  and is amortized  on a  straight-line  basis over 40 years.  The
     Company assesses the carrying value of goodwill at each balance sheet date.
     Consistent  with Statement of Financial  Accounting  Standard  ("SFAS") No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed of", such  assessments  include,  as  appropriate,  a
     comparison of the estimated future  nondiscounted cash flows anticipated to
     be generated  during the remaining  amortization  period of the goodwill to
     the net carrying value of goodwill.  The Company  recognizes  diminution in
     value of goodwill, if any, on a current basis. Organizational/finance costs
     are amortized over their economic useful lives ranging from three to twenty
     years.

     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 disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Fair Value of  Financial  Instruments  -  Management  believes the carrying
     amount of financial  instruments is a reasonable estimate of the fair value
     of these instruments.

     Translation  of  Foreign  Currencies  - Assets and  liabilities  of foreign
     operations  are translated  into United States dollars at current  exchange
     rates.  Income and expense  accounts  are  translated  into  United  States
     dollars at average exchange rates for the periods and capital accounts have
     been  translated   using  historical   rates.  The  resulting   translation
     adjustments are recorded as other comprehensive income.

     Revenue  Recognition  - The Company  recognizes  revenue  upon  shipment of
     products.

     Research and  Development - Amounts  expended for research and  development
     for the years ended January 31, 2000,  1999 and 1998 totaled  approximately
     $223,000,  $212,000  and  $190,000,   respectively,  and  are  expensed  as
     incurred.



                                       16
<PAGE>


     Net income per share -  Reconciliation  of the numerator and denominator of
     the basic and diluted per share computations are summarized as follows:

                                                   Year Ended January 31,
                                            ------------------------------------
                                               2000         1999         1998
                                               ----         ----         ----
     Net Income Per Share - Basic:
        Net income  (numerator)             $2,156,872   $1,202,330   $1,105,162
        Weighted average shares
           outstanding (denominator)         2,347,633    2,315,503    2,275,933
        Net income per share - basic            $ 0.92       $ 0.52       $ 0.49
     Net Income Per Share - Diluted:
        Net income  (numerator)             $2,156,872   $1,202,330   $1,105,162
        Weighted average shares
          outstanding                        2,347,633    2,315,503    2,275,933
        Effect of dilutive securities:
          Stock options                        170,455      178,257       99,224
          Stock warrants                       389,163      389,373      311,794
                                            ----------   ----------   ----------
        Weighted average shares
          outstanding (denominator)          2,907,251    2,883,133    2,686,951

        Net income per share - diluted          $ 0.74       $ 0.42       $ 0.41


     Reclassifications - Certain  reclassifications  have been made to the prior
     years' financial statements to conform with the current year presentation.


 2.  ACQUISITIONS AND DISPOSITIONS

     On October 31, 1996,  the Company sold certain net assets of its electronic
     fault indicator operation. In return, the Company received cash of $10,000,
     a $275,000 promissory note bearing interest at an annual rate of 8.25%, and
     a five  year  warrant  to  purchase  20% of the  capital  stock  of the new
     company.  It is management's  opinion that the possibility of collection of
     any future  principal  or  interest on the note  receivable  is remote and,
     accordingly, has reserved the total balance of the note and will not record
     any interest income until received.



                                       17
<PAGE>


 3.  TRADING SECURITIES

     Trading securities at January 31, 2000 consisted of the following:

                                         Number of
     Name of Issuer/                     Shares or
     Title of Issue                        Units        Cost       Market Value
     ---------------                     ---------      ----       ------------

     Common Stocks:
       Allied Capital Corp.                10,000    $  196,875     $  185,000
       Compaq Computer Corp.                5,000       148,125        136,875
       Entremed, Inc.                       1,500        79,094         58,875
       Glenayre Technologies, Inc.         40,000     1,029,352        455,000
       Intel Corp.                          2,000       186,500        197,875
       Liberty Digital, Inc.                3,500       105,187        185,500
       Newbridge Networks Corp.             5,000        89,688        141,563
       Parametric Technology Corp.          2,000        44,250         42,875
       Sun International Hotels               100         4,450          2,087
                                                     ----------     ----------

     Total                                           $1,883,521     $1,405,650
                                                     ==========     ==========


      Trading securities at January 31, 1999 consisted of the following:

                                         Number of
     Name of Issuer/                     Shares or
     Title of Issue                        Units        Cost       Market Value
     ---------------                     ---------      ----       ------------

     Common Stocks:
       Cendant Corp.                       20,000    $  435,438     $  435,000
       Equity One, Inc.                     9,500       104,500         85,500
       Glenayre Technologies, Inc.         40,000     1,029,352        200,000
       Microsoft                            2,000       250,050        350,000
       Panavision Inc.                        304         8,150          3,420
       Philip Morris                        5,000       266,875        234,375
       Sun International Hotels            10,100       448,250        431,144
       US Trust Corporation                25,000       411,953      1,825,000
       VIVUS, Inc.                         20,000       621,350         51,875
                                                     ----------     ----------

     Total                                           $3,575,918     $3,616,314
                                                     ==========     ==========



                                       18
<PAGE>


 4.  INVENTORIES

     Inventories consisted of the following:


                                                    January 31,   January 31,
                                                       2000          1999
                                                    -----------   -----------

     Raw materials                                  $3,469,588    $4,158,860
     Work-in-process                                 1,530,052       992,073
     Finished goods                                  2,276,248     2,631,813
                                                    ----------    ----------
                                                     7,275,888     7,782,746

     Less - reserve to reduce carrying                (165,000)     (163,000)
     value to LIFO cost                             ----------    ----------

     Net inventories                                $7,110,888    $7,619,746
                                                    ==========    ==========


 5.  INVESTMENT IN AND ADVANCES TO AFFILIATE

     The Company owns 50% of the outstanding  common stock of South Houston Hose
     Company and accounts for the investment by the equity  method.  The Company
     had sales of approximately $841,000, $900,000 and $798,000 to the affiliate
     during  2000,  1999 and 1998,  respectively.  Summary  unaudited  financial
     information  as of January 31, 2000,  1999 and 1998, and for the years then
     ended is as follows:

                                            2000          1999          1998
                                            ----          ----          ----
     Current assets                      $1,210,978    $1,208,819    $1,130,349
     Noncurrent assets                       72,520        60,439        45,878
     Current liabilities                    232,758       311,764       388,727
     Shareholders' equity                 1,050,740       957,494       787,500
     Net sales                            2,850,497     3,278,014     2,749,253
     Net income                              97,404       169,994       154,136



                                       19
<PAGE>


 6.  ACCRUED EXPENSES

     Accrued expenses consisted of the following:

                                                     Year Ended January 31,
                                                   ---------------------------
                                                       2000          1999

     Group benefits                                 $ 130,000     $ 130,000
     Warranty                                         173,000       207,500
     Legal and professional                           107,277        56,758
     Interest                                          37,025        54,577
     Selling commissions and rebates                  165,659        61,560
     Other                                             40,116        12,299
                                                    ---------     ---------

     Total                                          $ 653,077     $ 522,694
                                                    =========     =========


 7.  INCOME TAXES

     Deferred  income taxes are provided on  temporary  differences  relating to
     reporting expenses in different periods for financial  statement and income
     tax  purposes  and  differences  in bases of assets and  liabilities.  Such
     differences  relate  primarily to unrealized  gain (losses) on investments,
     depreciation  expense,  inventory costs, bad debt expense,  warranty costs,
     insurance, compensation and pension expense.

     The provision for income taxes is as follows:


                                                 Year Ended January 31,
                                         ---------------------------------------
                                            2000         1999          1998

     Currently payable:
       Federal                           $1,859,000    $1,144,000    $1,066,000
       State                                285,000       197,000       170,000
                                         ----------    ----------    ----------
                                          2,144,000     1,341,000     1,236,000
     Deferred (credit):
       Federal                             (514,000)     (416,000)     (332,000)
       State                                (80,000)      (75,000)      (54,000)
                                         ----------    ----------    ----------
                                           (594,000)     (491,000)     (386,000)
                                         ----------    ----------    ----------

     Total                               $1,550,000    $  850,000    $  850,000
                                         ==========    ==========    ==========



                                       20
<PAGE>


     Temporary   differences   which  gave  rise  to  the  deferred  tax  assets
     (liabilities) included the following items at January 31, 2000 and 1999:


                                                         2000             1999
     Deferred tax assets:
     Compensation and other employee benefits        $   316,000    $   313,000
     Book reserves and other items                                       18,000
     Unrealized losses                                   186,000
     Deferred financing                                1,150,000        999,000
     Vacation pay                                         74,000         73,000
                                                     -----------    -----------
                                                       1,726,000      1,403,000
                                                     -----------    -----------
     Deferred tax liabilities:
     Inventory items                                    (624,000)      (642,000)
     Book reserves and other items                       (67,000)
     Unrealized gains                                                   (16,000)
     Fixed assets                                       (300,000)      (555,000)
     Pension benefit                                     (10,000)       (59,000)
                                                     -----------    -----------
                                                      (1,001,000)    (1,272,000)
                                                     -----------    -----------

     Net deferred tax asset                          $   725,000    $  131,000
                                                     ===========    ===========



     The  reconciliation  of income tax computed at the U.S.  federal  statutory
     rates to income tax expense is:


                                                       Year Ended January 31,
                                                    ----------------------------
                                                    2000       1999        1998

     Statutory tax rate                             34.0%      34.0%       34.0%
     State taxes, net of federal tax benefit         5.7        6.0         6.0
     Goodwill                                        2.1        3.8         4.0
     Dividends received deduction                   (0.1)      (0.3)       (0.3)
     Other, net                                      0.1       (2.1)       (0.2)
                                                    ----       ----        ----
     Effective tax rate                             41.8%      41.4%       43.5%
                                                    ====       ====        ====



                                       21
<PAGE>


 8.  LONG-TERM DEBT

     Long-term  debt,  less current  maturities,  consisted of the  following at
     January 31, 2000 and 1999:


                                                          2000          1999
                                                          ----          ----

     Industrial revenue bonds                          $2,625,000   $ 2,750,000

     RLF term loan                                         88,142        96,582

     Bank revolving credit loan                         2,000,000     4,700,000

     Bank overadvance term loan                         4,250,000       396,984

     Subordinated bank loan                                           6,798,035
                                                       ----------   -----------

     Total debt                                         8,963,142    14,741,601

     Less current portion                                (933,784)     (530,423)
                                                       ----------   -----------

     Total long-term debt                              $8,029,358   $14,211,178
                                                       ==========   ===========


     The Industrial Revenue Bonds ("IRB") were issued to finance construction of
     a new  production  facility  in Port  Washington,  Wisconsin.  A  total  of
     $3,000,000 was issued for the facility and is due in annual installments of
     $125,000 from February 1997 through  February 2000,  $150,000 from February
     2001  through  February  2005,  and  $175,000  from  February  2006 through
     February 2015. The interest rate at January 31, 2000 was 3.65%.

     The  Revolving  Loan Fund (RLF) term loan was a loan  issued by the City of
     Port Washington to finance the purchase of real estate for the construction
     of an  addition  at the  Company's  Port  Washington  facility.  A total of
     $100,000  was issued for the  facility  and is due in monthly  installments
     through September 4, 2008. The interest rate at January 31, 2000 was 4.0%.

     On April 30, 1999,  Edison  refinanced its bank debt and amended its master
     credit  agreement  with LaSalle  National  Bank of Chicago.  As part of the
     refinancing,  Edison  liquidated  approximately  $2,600,000 of its existing
     trading security portfolio and utilized $2,500,000 of these funds to reduce
     its outstanding  debt. Also, as part of the  refinancing,  the subordinated
     bank loan holder was paid in full (approximately $6,800,000).

     The amended master credit  agreement,  which expires April 30, 2004, allows
     for revolving credit borrowings not to exceed $6,000,000. Borrowings, which
     are based on qualified  assets,  bear  interest at either the prime rate or
     the LIBOR rate plus 2.00%. The interest rate at January 31, 2000 was 7.82%.

     Also under the amended master credit  agreement,  the Company  maintains an
     overadvance  term  loan.  Quarterly  principal  payments  of  $200,000  are
     required by the  agreement,  with the remaining  term balance to be paid on
     April 30, 2004.  Borrowings  bear interest at either the prime or the LIBOR
     rate plus 2.25%.



                                       22
<PAGE>


     The interest rate at January 31, 2000 was 8.07%.  The  agreement  calls for
     additional  principal  payments based on excess cash flow as defined in the
     agreement.

     The  terms  under  the  amended  master  credit   agreement,   among  other
     provisions,  require  the  Company  to  maintain a minimum  current  ratio,
     tangible net worth,  and debt service ratio, and restricts the Company to a
     maximum  funded debt to EBITDA  ratio.  Substantially  all of the Company's
     assets are collateralized under the above debt agreement.  The LIBOR spread
     may be reduced or increased  annually based on the achievement of a certain
     "funded debt to EBITDA" ratio.

     Annual principal  payments for the next five years on long-term debt are as
     follows:

                                   RLF     Revolving
     Year Ending                   Term      Credit     Overadvance
     January 31,       IRB         Loan       Loan       Term Loan       Total
     -----------       ---         ----    ---------    -----------      -----

     2001          $  125,000    $ 8,784   $            $  800,000    $  933,784
     2002             150,000      9,141                   800,000       959,141
     2003             150,000      9,514                   800,000       959,514
     2004             150,000      9,902                   800,000       959,902
     2005             150,000     10,305    2,000,000    1,050,000     3,210,305
     Thereafter     1,900,000     40,496                               1,940,496
                   ----------    -------   ----------   ----------    ----------
                   $2,625,000    $88,142   $2,000,000   $4,250,000    $8,963,142
                   ==========    =======   ==========   ==========    ==========

 9.  EMPLOYEE RETIREMENT PLANS

     The Company adopted SFAS No. 132,  "Employer's  Disclosures  about Pensions
     and Other  Postretirement  Benefits," in fiscal 1998.  SFAS No. 132 revises
     disclosure  requirements for such pension and postretirement  benefit plans
     to, among other  things,  standardize  certain  disclosures  and  eliminate
     certain other  disclosures no longer deemed  useful.  SFAS No. 132 does not
     change the measurement or recognition criteria for such plans.

     The Company has a  noncontributory  defined  benefit  pension  plan,  which
     relates to the acquired  companies,  covering  substantially  all full-time
     employees.  The plan  provides for  benefits  based on years of service and
     compensation.

     The  following  tables set forth the plan's  change in benefit  obligation,
     change in plan assets and funded status at January 31, 2000 and 1999:



                                       23
<PAGE>


                                                         2000          1999
                                                         ----          ----
     Change in benefit obligation:
       Benefit obligation at beginning of year        $3,780,013    $2,884,024
       Service cost                                      168,434       150,302
       Interest cost                                     239,332       223,198
       Acturial loss                                      20,072       335,398
       Benefits paid                                    (165,881)     (187,124)
       Assumption change                                               374,215
                                                      ----------    ----------
       Benefit obligation at end of year               4,041,970     3,780,013
                                                      ----------    ----------

     Change in plan assets:
       Fair value of plan assets at
         beginning of year                             4,501,831     3,998,045
       Actual return on plan assets                      150,251       690,910
       Benefits paid                                    (165,881)     (187,124)
                                                      ----------    ----------
                                                       4,486,201     4,501,831
                                                      ----------    ----------

     Funded Status                                       444,231       721,818
     Unrecognized net acturial gain                     (419,038)     (570,341)
                                                      ----------    ----------
     Prepaid pension expense                          $   25,193    $  151,477
                                                      ==========    ==========


     Assumptions for the years ended January 31 were:

                                                2000         1999         1998
                                                ----         ----         ----

     Discount rate                              6.75%        6.75%        7.50%

     Expected return on plan assets             8.00         8.00         8.00

     Rate of compensation increase              6.00         6.00         6.00

     The Company's  funding policy is to contribute  annually amounts within the
     limits  that  can  be  deducted  for  Federal   income  tax  purposes.   No
     contributions  were made to the Plan  during the years  ended  January  31,
     2000, 1999 and 1998.

     Pension expense  consisted of the following  components for the years ended
     January 31:


                                               2000         1999         1998
                                               ----         ----         ----
     Service cost-benefits earned
       during the year                       $168,434    $ 150,302    $ 135,824
     Interest cost on projected benefit
       obligation                             239,332      223,198      186,853
     Actual return on plan assets
       (gain) loss                           (150,251)    (690,910)    (606,938)
     Net amortization and deferral           (131,231)     449,067      386,148
                                             --------    ---------    ---------
     Net periodic pension expense            $126,284    $ 131,657    $ 101,887
                                             ========    =========    =========


     The Company  also has a retirement  savings and thrift plan (401(k)  plan),
     which relates to the acquired companies,  covering substantially all of its
     employees.  Under the 401(k) plan, the Company contributes amounts based on
     employee  contributions.  Amounts  charged to earnings for the plan for the
     years  ended  January 31,  2000,  1999 and 1998 were  $93,800,  $91,059 and
     $80,943, respectively.



                                       24
<PAGE>


10.  EMPLOYEE STOCK OPTION PLANS

     The Company  adopted a 1986 Stock  Option Plan (the "Plan") for the benefit
     of directors,  officers and key  employees of the Company.  Pursuant to the
     Plan, as amended, these persons may be granted options to purchase up to an
     aggregate of 150,000  shares of Common  Stock.  The Board of Directors  may
     authorize the granting of options under the Plan, and may determine to whom
     the options may be granted,  the number  thereof,  the option price and the
     exercise  period.  The  price for  incentive  stock  options,  which may be
     granted under the Plan and which meet the  requirements  of Section 422A of
     the  Internal  Revenue  Code,  as  amended,  will not be less than the fair
     market value of the Common Stock on the date the option is granted (110% of
     such fair  market  value  for an  optionee  who holds  more than 10% of the
     outstanding  shares of the  capital  stock of the  Company).  The price for
     non-statutory  options  shall be fixed at the  discretion  of the  Board of
     Directors  and in no event  will the  option  price  for any  non-statutory
     option  granted  be less than 85% of the fair  market  value of the  Common
     Stock on the date of grant.  The  maximum  exercise  period  for any option
     under the Plan is ten years from the date the option is granted (five years
     for an optionee  who holds more than 10% of the  outstanding  shares of the
     capital stock of the  Company).  In November  1987,  the Board of Directors
     issued  non-statutory  options to purchase an aggregate of 90,000 shares at
     an exercise price of $2.50 per share ("2.50 options"). In 1989, the Company
     issued non-statutory  options to purchase an additional 60,000 shares at an
     exercise  price of $1.22 per share.  In  November  1996,  William  Finneran
     purchased 25,000 shares of his options.

     In June  1993,  the  Board of  Directors  granted  five-year  non-statutory
     options  to  purchase  18,000  shares  each to Clark H.  Bailey,  Gerald B.
     Cramer,  John J. Delucca and Jay J. Miller, and 35,000 shares to William B.
     Finneran,  Directors  of the  Company,  at an  exercise  price of $2.50 per
     share,  vesting 50% at June 5, 1994 and 50% at June 4, 1995 ("vesting $2.50
     options").  In June  1995,  Clarke  H.  Bailey  exercised  his  option  and
     purchased  18,000  shares.  In  September  1997,  the options for Gerald B.
     Cramer expired.  In May 1998,  John J. Delucca and Jay J. Miller  exercised
     their options and purchased 18,000 shares each. Also, in May 1998,  William
     B. Finneran exercised his options and purchased 35,000 shares.

     In July  1993,  the Board of  Directors  granted  non-statutory  options to
     purchase  18,000 shares to John M. Sanzo, a Director of the Company,  at an
     exercise price of $4.00 per share,  vesting 50% at July 15, 1994 and 50% at
     July 15, 1995  ("vesting  $4.00  options").  In October 1994,  the Board of
     Directors resolved that the stock option,  heretofore,  granted to Mr. John
     M. Sanzo to be fully vested  notwithstanding any term of said option to the
     contrary  and  that  said  option  would  expire  120  days  following  the
     effectiveness of a Registration  Statement on Form S-8 under the Securities
     Act of 1993, as amended.  In June 1995,  John M. Sanzo exercised his option
     and purchased 18,000 shares.

     In October  1995,  the 1986 Stock  Option  Plan was  amended to increase by
     200,000  the  number of shares of common  stock  authorized  for  issuance,
     thereunder to a total of 350,000 shares.

     In February  1995,  the Board of  Directors  authorized  and on October 17,
     1995,  the  shareholders  approved a grant to the  Company's  President and
     Chief  Executive  Officer of a ten-year  option to  purchase  up to 200,000
     shares of common  stock  pursuant  to the 1986  Option  Plan at an exercise
     price of $4.00 per share, vesting 33% each at date of grant, on February 1,
     1996, and on February 1, 1997, respectively.

     In February 1996,  non-qualified  options for 17,500 shares were granted to
     three  individuals for services  rendered at an exercise price of $4.50 per
     share.  In December  1999,  options for 4,375  shares  were  exercised  and
     options for 13,125 shares expired.

     In May 1997, five-year non-qualified options for 25,000 shares were granted
     to Robert Cooney, a member of the Board of Directors,  at an exercise price
     of $3.50 per share,  vesting  50% at  November  29, 1997 and 50% on May 29,
     1998.



                                       25
<PAGE>


     In October  1997,  five-year  non-qualified  options for 25,000 shares were
     granted  to  William  Scott,  a member  of the  Board of  Directors,  at an
     exercise price of $3.50 per share, vesting 50% at April 15, 1998 and 50% on
     October 15, 1998.

     In connection  with the issuance of the  subordinated  debt,  the principal
     shareholder  of the  Company  provided  collateral  to a bank to  support a
     guaranty of repayment by the Company of the  principal  and interest on the
     loan.  The  arrangement  was made to reduce the cost of borrowed funds from
     that  which  would  have been  otherwise  obtainable  by the  Company  from
     unaffiliated  "mezzanine"  lenders.  In consideration of his providing such
     collateral,  the  Company  issued a ten-year  Warrant to  purchase  500,000
     shares of Common Stock  exercisable  at a price of $1.60 per share.  At the
     time  the  transaction   was   negotiated,   Common  Stock  was  quoted  at
     approximately  $4.00 per share.  On the date the ConForms  acquisition  was
     consummated,  which was the grant  date,  the  closing  sale  price for the
     Common  Stock in the  over-the-counter  market  was  $7.50 per  share.  The
     difference between the Warrant price and the fair market value at the grant
     date was amortized over the three-year term of the subordinated debt.

     In  connection  with the  ConForms  acquisition,  the Company  entered into
     agreements for the sale for investment of an aggregate of 114,933 shares of
     Common  Stock for a total  purchase  price of  $862,000  to key  management
     personnel of ConForms and its affiliates.  In addition, the Company granted
     ten-year nonqualified options to purchase an aggregate of 167,611 shares of
     Common Stock exercisable at $3.00 per share to key personnel.  Such options
     vest fully on the first  anniversary of the closing of the acquisition.  On
     the date of the grant of the options, the closing sale price for the Common
     Stock was $7.50 per share. The difference  between the option price and the
     fair  market  value at the time of grant was  amortized  over the  one-year
     vesting period.

     In January 1999, the Board of Directors authorized and on June 8, 1999, the
     shareholders  approved the Edison Control Corporation 1999 Equity Incentive
     Plan.  The Plan  provides  that up to a total of  200,000  shares of Common
     Stock  will  be  available  for  the  granting  of  stock  options,   stock
     appreciation rights, restricted stock or performance shares. No awards were
     granted under this Plan as of January 31, 2000.

     The  Company has adopted the  disclosure-only  provisions  of SFAS  No.123,
     "Accounting   for  Stock-Based   Compensation,"   but  continues  to  apply
     Accounting  Principles Board Opinion No. 25 and related  interpretations in
     accounting  for  all of  its  plans.  Compensation  expense  was  $389,236,
     $983,333,  and  $1,281,891  for the years ended January 31, 2000,  1999 and
     1998,  respectively.  If the Company had elected to recognize  compensation
     costs for the options/warrants issued after December 15, 1994 in accordance
     with SFAS No. 123,  net income and net income per share would have  changed
     to the pro-forma amounts as follows:

<TABLE>
<CAPTION>
                                                                 2000          1999           1998
                                                                 ----          ----           ----
<S>                                      <C>                  <C>           <C>           <C>
     Net income                          As reported:         $2,156,872    $1,202,330    $1,105,162
                                         Pro-forma:            2,390,414     1,754,989     1,240,831
     Net income per share -basic         As reported:               0.92          0.52          0.49
                                         Pro-forma:                 1.02          0.76          0.55
     Net income per share -diluted       As reported:               0.74          0.42          0.41
                                         Pro-forma:                 0.82          0.61          0.46
</TABLE>



                                       26
<PAGE>


     The fair  value of stock  options/warrants  used to  compute  and  disclose
     pro-forma  net income and  pro-forma  net income per share is the estimated
     present  value at grant date using the Black Scholes  option  pricing model
     with the following weighted average assumptions:

                                            Year Ended January 31,
                                   ----------------------------------------
                                      2000           1999            1998

     Dividend yield                      0%             0%              0%

     Expected volatility                53%            51%             55%

     Risk-free interest rate:
       4 year                            -              -            5.41%
       3 year                            -           4.69%              -
       2 year                         6.61%             -               -
       1 year                            -              -            5.35%


     Stock option/warrant activity is summarized as follows:

<TABLE>
<CAPTION>
                                                    Weighted                      Weighted
                                    Year Ended      Average       Year Ended      Average
                                    January 31,     Exercise      January 31,     Exercise
                                       2000          Price           1999          Price
                                    -----------     --------      -----------     --------

<S>                                      <C>         <C>             <C>           <C>
Options/warrant outstanding,
  beginning of year                      935,111     $ 2.52          1,006,111     $ 2.52
Options/warrant exercised                 (4,375)      4.50            (71,000)      2.50
Options/warrant expired                  (13,125)      4.50                  -          -
                                   -------------     ------      -------------     ------
Options/warrant outstanding,
  end of year                            917,611     $ 2.48            935,111     $ 2.52
                                   =============     ======      =============     ======

Options/warrant exercisable,
  end of year                            917,611     $ 2.48            935,111     $ 2.52
                                   =============     ======      =============     ======

Price range per share              $1.60 - $4.00                 $1.60 - $4.50
                                   =============                 =============
</TABLE>



                                       27
<PAGE>

                                                                    Weighted
                                               Year Ended           Average
                                               January 31,          Exercise
                                                  1998               Price
                                               -----------          --------
     Options/warrant outstanding,
       beginning of year                            974,111          $ 2.47
     Options/warrant granted                         50,000            3.50
     Options/warrant expired                        (18,000)           2.50
                                                          -               -
     Options/warrant outstanding,
       end of year                                1,006,111          $ 2.52
                                                  =========          ======
     Options/warrant exercisable,
       end of year                                  968,611          $ 2.48
                                                  =========          ======

     Price range per share                    $1.60 - $4.50
                                              =============


     The  weighted  average  remaining  contractual  life of stock  options  and
     warrants outstanding at January 31, 2000 is 5.9 years.

     The weighted  average fair value of options  granted  during the year ended
     January 31, 1998 was $1.98.  No options or warrants  were issued during the
     years ended January 31, 2000 and 1999.



11.   VALUATION ACCOUNTS

     Activity  related to  valuation  accounts  for the years ended  January 31,
     2000, 1999 and 1998 is as follows:



                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                                         Additions       Deductions for
                                                                         charged to     bad debts written
                                                         Balance,       (deductions      off, inventory       Balance,
                                                        Beginning       from) costs      disposed of or        End of
      Valuation Accounts                                 of Year        and expenses     warranty claims        Year
      ------------------                                ---------       ------------    -----------------     --------

<S>                                   <C>               <C>              <C>                <C>              <C>
Allowance for doubtful accounts
  and finance charges:                1/31/2000         $ 268,000        $  (9,165)         $ (31,835)       $ 227,000
                                        1/31/99         $ 320,000        $ (39,931)         $ (12,069)       $ 268,000
                                        1/31/98           292,000           76,780            (48,780)         320,000

Excess and obsolete inventory         1/31/2000           516,000           92,000                  -          608,000
  reserve:                            1/31/1999           557,000          (41,000)                 -          516,000
                                        1/31/98           772,500         (215,500)                 -          557,000

Notes receivable reserve:               1/31/00           275,000                -                  -          275,000
                                        1/31/99           275,000                -                  -          275,000
                                        1/31/98           275,000                -                  -          275,000

Warranty reserve:                     1/31/2000           207,500           39,575            (74,075)         173,000
                                        1/31/99           240,000          188,895           (221,395)         207,500
                                        1/31/98           151,000          164,000            (75,000)         240,000
</TABLE>


12.  COMMITMENTS

     The Company has employment  agreements with two of its executives.  Minimum
     salaries  to be paid to these  individuals  for the year ended  January 31,
     2001 are $290,500.

     The Company has various warehouse and auto leases expiring at various dates
     through  January 2004.  Future minimum lease payments  required under these
     noncancelable operating lease agreements are approximately as follows:


               Year Ending
               January 31,
               -----------
                  2001                            $ 160,000
                  2002                               82,000
                  2003                               65,000
                  2004                               49,000
                                                  ---------
                          Total                   $ 356,000
                                                  =========


     Total rent expense for the years ended January 31, 2000,  1999 and 1998 was
     approximately $200,000, $181,000 and $145,000, respectively.


13.  RELATED PARTY TRANSACTIONS

     In July  2000,  Edison  sold 304  shares of  Panavision  Inc.,  which  were
     purchased  in 1998 at a cost of $8,150,  for $2,450  resulting in a loss of
     $5,700.  A member of the Board of Directors of Panavision  Inc. is a member
     of the Board of Directors of the Company.  In April 1999, Edison sold 9,500
     shares of Equity One,  which were  purchased in 1998 at a cost of $104,500,
     for  $83,125  resulting  in a loss of



                                       29
<PAGE>


     $21,375. A member of the Board of Directors of Equity One, Inc. is a member
     of the Board of Directors of the Company.

14.  FOREIGN OPERATIONS

     Foreign operations information for the year ended January 31, 2000 follows:



<TABLE>
<CAPTION>
                                                United          United
                                                States          Kingdom        Malaysia         Total
                                                ------          -------        --------         -----

<S>                                           <C>             <C>             <C>            <C>
     Net sales to unaffiliated customers      $23,900,577     $ 1,774,718     $ 461,150      $26,136,445
     Operating income (loss)                    4,482,724          98,200       (56,768)       4,524,156
     Identifiable assets                       27,899,155       1,880,061       851,448       30,630,664
     Depreciation and amortization              1,448,836          56,600        14,865        1,520,301
     Capital expenditures                         469,390         194,171        11,684          675,245


     Foreign operations information for the year ended January 31, 1999 follows:

<CAPTION>
                                                United          United
                                                States          Kingdom        Malaysia         Total
                                                ------          -------        --------         -----

<S>                                           <C>             <C>             <C>            <C>
     Net sales to unaffiliated customers      $22,942,593     $ 1,652,010     $ 455,513      $25,050,116
     Operating income (loss)                    4,131,668             280       (86,220)       4,045,728
     Identifiable assets                       32,373,533       1,682,731       846,733       34,902,997
     Depreciation and amortization              2,005,444          49,677        13,239        2,068,360
     Capital expenditures                       3,054,929          20,090         7,706        3,082,725


     Foreign operations information for the year ended January 31, 1998 follows:

<CAPTION>
                                                United          United
                                                States          Kingdom        Malaysia         Total
                                                ------          -------        --------         -----

<S>                                           <C>             <C>             <C>            <C>
     Net sales to unaffiliated customers      $21,852,948     $ 1,827,477     $ 194,789      $23,875,214
     Operating income (loss)                    4,328,227         (51,859)      (86,226)       4,190,142
     Identifiable assets                       30,050,025       1,852,144       453,788       32,355,957
     Depreciation and amortization              2,196,795          49,737         6,978        2,253,510
     Capital expenditures                         412,097          54,919        87,907          554,923
</TABLE>


15.  SEGMENT INFORMATION

     The  Company  adopted  SFAS No.  131,  "Disclosures  about  Segments  of an
     Enterprise  and Related  Information,"  in 1998.  The  Company's  operating
     segments  are  organized  based on the  nature  of  products  and  services
     provided. A description of the nature of the segment's operations and their
     accounting policies are contained in Note 1. Segment information follows:



                                       30
<PAGE>

<TABLE>
<CAPTION>
                                                                                                    Edison
                                                                    Ultra                           Holding
                                                  ConForms          Tech            Gilco           Company          Total
                                                  --------          -----           -----           -------          -----
<S>                                             <C>              <C>             <C>              <C>             <C>
     Year ended January 31, 2000
     Net sales to unaffiliated customers        $ 20,724,575     $ 3,356,036     $ 2,055,834      $        -      $ 26,136,445
     Operating income (loss)                       4,578,091         596,009        (181,976)       (467,968)        4,524,156
     Identifiable assets                          22,426,283       4,670,088       1,149,430       2,384,863        30,630,664
     Depreciation and amortization                   794,830         290,719          45,516         389,236         1,520,301
     Capital expenditures                            632,804          40,391           2,050               -           675,245



     Year ended January 31, 1999
     Net sales to unaffiliated customers        $ 19,424,098     $ 3,484,277     $ 2,141,741      $        -      $ 25,050,116
     Operating income (loss)                       3,469,171       1,059,404        (139,172)       (343,675)        4,045,728
     Identifiable assets                          23,518,902       5,302,383       1,593,897       4,487,815        34,902,997
     Depreciation and amortization                   722,534         317,691          44,240         983,895         2,068,360
     Capital expenditures                          2,996,112          72,143          14,470               -         3,082,725



     Year ended January 31, 1998
     Net sales to unaffiliated customers        $ 18,050,120     $ 3,989,750     $ 1,835,344      $        -      $ 23,875,214
     Operating income (loss)                       3,768,062       1,157,834          97,419        (833,173)        4,190,142
     Identifiable assets                          19,648,193       5,742,341       1,077,870       5,887,553        32,355,957
     Depreciation and amortization                   653,779         273,123          43,029       1,283,579         2,253,510
     Capital expenditures                            342,263         209,039           3,621               -           554,923
</TABLE>



                                       31
<PAGE>

16.  CONTINGENCIES AND LITIGATION

     The Company is involved in various legal  proceedings  which have arisen in
     the normal course of business. Reserves are recorded when the occurrence of
     loss is  probable  and  can be  reasonably  estimated.  In the  opinion  of
     management,   the  resolution  of  these  contingencies  will  not  have  a
     materially adverse effect on the Company's  financial  condition or results
     of operations.



                                       32