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

                                    FORM 10-K

   X            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
                EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended March 31, 1999
                                       OR

______          TRANSITION  REPORT  PURSUANT  TO  SECTION  13 or  15(d)  of  the
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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

Commission file number 0-27618

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

          New York                                    16-0547600
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

140 John James Audubon Parkway, Amherst, N.Y.                         14228-1197
---------------------------------------------                         ----------
   (Address of principal executive offices)                           (Zip code)


 Registrant's telephone number, including area code:   (716) 689-5400

 Securities registered pursuant to Section 12(b) of the Act:


                                                 Name of exchange on
          Title of Class                          which registered
          --------------                        ----------------------
    Common Stock, $0.01 Par Value               NASDAQ National Market


 Securities pursuant to section 12(g) of the Act:   NONE

         Indicate by checkmark  whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of  Regulation  S-K (Sec.  229.405 of this  chapter)  is not  contained
herein,  and will not be contained,  to the best of registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K [ ].

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant as of May 31, 1999 was $274,298,068.

         The number of shares of common  stock  outstanding  as of May 31,  1999
was: 14,663,697 shares.

                       Documents Incorporated By Reference
                       -----------------------------------

         Portions of the proxy statement for the annual shareholders  meeting to
be held  August 16, 1999 are  incorporated  by  reference  into Part III of this
report .

<PAGE>


                          COLUMBUS McKINNON CORPORATION
                         1999 Annual Report on Form 10-K
                                     PART I.
                                     -------


      This annual  report may include  "forward-looking  statements"  within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
involve  known and unknown  risks,  uncertainties  and other  factors that could
cause the actual  results of the Company to differ  materially  from the results
expressed or implied by such statements, including general economic and business
conditions,  conditions  affecting the industries  served by the Company and its
subsidiaries,  conditions  affecting  the  Company's  customers  and  suppliers,
competitor responses to the Company's products and services,  the overall market
acceptance of such products and services,  the integration of  acquisitions  and
other  factors  disclosed  in the  Company's  periodic  reports  filed  with the
Commission.  Consequently such forward looking  statements should be regarded as
the  Company's  current  plans,  estimates  and  beliefs.  The Company  does not
undertake  and  specifically  declines any  obligation  to publicly  release the
results of any revisions to these forward-looking statements that may be made to
reflect any future events or circumstances  after the date of such statements or
to reflect the occurrence of anticipated or unanticipated events.

Item 1.           Business.
-------           ---------

Overview

      Columbus McKinnon ("Columbus  McKinnon" or the "Company"),  established in
1875,  is a broad-line  designer,  manufacturer  and  supplier of  sophisticated
material handling products and integrated  material handling  solutions that are
widely distributed to industrial and consumer markets  worldwide.  The Company's
material   handling  products  are  sold,   domestically  and   internationally,
principally to third party distributors in commercial and consumer  distribution
channels and, to a lesser extent, directly to manufacturers and other end-users.
The Company's  integrated material handling solutions  businesses primarily deal
with  end-users.  For the year ended March 31, 1999,  the Company  generated net
sales  and  income  from   operations  of   approximately   $735.4  million  and
approximately $85.1 million, respectively.

      The Company's Products segment includes a wide variety of electric, lever,
hand and air-powered hoists; hoist trolleys;  industrial crane systems,  such as
bridge,  gantry and jib cranes;  alloy, carbon steel and kiln chain;  closed-die
forged  attachments,  such as hooks,  shackles,  logging tools and  loadbinders;
industrial  components,  such as  mechanical  and  electromechanical  actuators,
mechanical  jacks  and  rotary  unions;  and  below-the-hook  lifters.   Through
innovative  design and  manufacturing  expertise  developed  by the  Company and
through  selective  acquisitions,  the Company has  established a leading market
share in many of its  product  lines.  Columbus  McKinnon  believes  it has more
overhead  hoists in use in North America than all of its  competitors  combined.
The  Company's  products and  customer  base are highly  diversified;  no single
product accounted for more than 1% and no individual customer accounted for more
than 5% of net Products segment sales for the year ended March 31, 1999. For the
year ended March 31, 1999, the Company's  Products  segment  generated net sales
and income from operations before  amortization of approximately  $515.7 million
and approximately $80.0 million, respectively.

      As a result of its fiscal 1998  acquisitions of Univeyor A/S  ("Univeyor")
and LICO, Inc.  ("LICO"),  the Company has also positioned itself as a leader in
the  project  design,  management  and  implementation  of  integrated  material
handling systems that are designed to meet specific applications of end-users to
increase  productivity.  These  businesses  have formed the  foundation  for the

<PAGE>

Company's  two  Solutions  segments,  Solutions  -  Industrial  and  Solutions -
Automotive.  The delivered  products of these segments  include various types of
conveyor systems as well as operator-controlled  manipulators and scissor lifts.
For the year ended March 31, 1999, the Company's  Solutions - Industrial segment
generated  net  sales  and  income  from  operations   before   amortization  of
approximately  $58.3 million and approximately $5.6 million,  respectively,  and
the Company's Solutions - Automotive segment generated net sales and income from
operations before amortization of approximately $161.4 million and approximately
$14.9 million, respectively.

      The Company  believes  that the demand for its products  has  increased in
recent years and will  continue to increase in the future as a result of several
favorable  trends  impacting a broad array of  industries  that have enabled the
Company to expand into new product areas and markets. These trends include:

      Productivity  Enhancement.  In recent years  employers  have  responded to
competitive  pressures by seeking to maximize  productivity and efficiency.  The
Company's  hoists and other lifting and  positioning  products allow loads to be
lifted and placed quickly, precisely, with little effort, and with fewer people.
In  addition,   the  Company's  conveyor  systems  enhance  productivity  within
automotive assembly, general warehousing and industrial operations.

      Safety  Regulations  and Concerns.  Driven by federal and state  workplace
safety  regulations such as the Occupational  Safety and Health Act ("OSHA") and
the Americans  with  Disabilities  Act, and by the general  competitive  need to
reduce  costs  such as  health  insurance  premiums  and  workers'  compensation
expenses,  employers  seek  safer ways to lift,  position  and move  loads.  The
Company's  material  handling  products and  solutions  enable these tasks to be
performed with reduced risk of personal injury.

      Workforce Diversity.  The percentages of women, disabled and older persons
in the work force and the tasks they perform are  continuing  to  increase.  The
Company's   products  enable  many  workplace  tasks  to  be  performed  safely,
efficiently and with less physical stress.  The Company believes that increasing
diversity in the workforce will continue to increase demand for its products and
solutions.

      Outsourcing of Material  Handling  Project Design and Management.  More of
the  Company's  customers  and  end-users  are  outsourcing   non-core  business
functions  to  improve  productivity  and  cost  efficiency.  This  has  created
opportunities  for the  Company to assume the  project  design,  management  and
implementation  responsibilities for both workstation and facility-wide material
handling systems. The Company's opportunity to capitalize on this trend has been
enhanced  by  the  recent   acquisitions  of  Univeyor  and  LICO.  Through  the
combination of the Company's  expertise and technological  know-how with that of
Univeyor and LICO, the Company  believes that it will be able to position itself
as a leader in the project design,  management and  implementation  of automated
material handling systems.  As a result, many of the Company's existing products
may be utilized in these systems.

      The Company has extended its product lines and  penetrated  new markets in
recent  years  through  several   acquisitions   which  have  been  successfully
integrated  into the  Company.  Over the past five  years,  the Company has made
thirteen  acquisitions  which have (i)  enhanced the  Company's  position as the
largest North  American  manufacturer  of overhead  hoists,  operator-controlled
manipulators  and alloy  chain,  (ii) enabled the Company to broaden its product

                                       2
<PAGE>

and  service  offerings  and  (iii)  provided  the  Company  with  cross-selling
opportunities into other segments of the material handling and lifting industry.
As a result of internal  growth and  acquisitions,  the  Company's net sales and
income from operations have increased to approximately  $735.4 million and $85.1
million,  respectively,  for the year ended  March 31,  1999 from  approximately
$142.3 million and $12.4  million,  respectively,  in fiscal 1994,  representing
compound annual growth rates of approximately 39% and 47%, respectively.

Key Strengths

      The Company  attributes its strong  competitive  position to the following
key strengths:

      Leading Market Position.  Columbus McKinnon is the largest manufacturer of
hoists,  alloy and high  strength  carbon  steel  chain and  operator-controlled
manipulators  in North  America.  The Company has developed  its leading  market
position  over  its  nearly  125-year   history  by  emphasizing   technological
innovation, manufacturing excellence and superior after-sale service.

      Preferred Provider to Major Distributors and End-Users. The Company enjoys
long-standing  relationships  with and is a  preferred  provider  to many of its
largest distributors.  Since 1990, during a period of significant  consolidation
among  distributors of material  handling  equipment,  the Company has benefited
from this consolidation as it has maintained and enhanced its relationships with
the leading distributors.  For example, the Company maintains close contact with
its  customers  and  provides  prompt  aftermarket  service to  end-users of its
products   through  a  network  of   independent   distributors   staffed   with
Company-trained  professionals  at over 450 hoist  parts,  product,  service and
repair centers, and 12 chain service centers. Additionally, to ensure continuing
product  development and market awareness,  the Company sponsors advisory boards
composed of  representatives  of its largest  distributors and aftermarket sales
and service network.  The Company's  Automatic Systems,  Inc. ("ASI") subsidiary
was awarded  the General  Motors  Corporation  ("GM") 1998  Supplier of the Year
award,  recognition  which GM made to only 184 out of its  approximately  30,000
suppliers  worldwide.  This  marked  the  second  consecutive  year that ASI was
awarded  this  distinction.  The  Company  believes  that its  ability to retain
existing  customers  and attract new  customers is  attributable  to its ongoing
commitment to customer service and satisfaction.

      Diversified  Products,  Markets,  and Customer Base. The Company  believes
that it  offers  the most  extensive  line of  material  handling  products  and
solutions in the markets which it serves.  No single product  accounted for more
than 1% of net Products  segment  sales for the year ended March 31,  1999.  The
Company's   products   are  sold  to  over   10,000   general,   specialty   and
service-after-sale  distributors and original equipment  manufacturers  ("OEMs")
for various applications in the general manufacturing,  crane building,  mining,
construction,  transportation,  entertainment,  power generation,  agricultural,
marine,  automotive  and logging  markets.  Additionally,  the Company sells its
products  for consumer use to over 100  hardware,  trucking and  transportation,
farm hardware and rental outlets.  No single customer accounted for more than 5%
of net Products segment sales for the year ended March 31, 1999. GM, which deals
principally  with the Company's  Solutions - Automotive  segment,  accounted for
approximately  13% of the Company's net sales for the year ended March 31, 1999.
The Company  believes  that the breadth of its  products,  the  diversity of its
markets  and  the  strength  of  its  distribution  relationships  minimize  its
dependence on any particular product, market or customer.

                                       3
<PAGE>

      Large  Installed  Product  Base;  Strong  Brand Names.  Columbus  McKinnon
believes it has more  overhead  hoists in use in North  America  than all of its
competitors  combined.  In  addition,   the  Company's  brand  names,  including
Abell-Howe,  Big Orange,  Budgit,  Chester,  CM, Coffing,  Duff-Norton,  Gaffey,
Hammerlok,  Herc-Alloy,  Larco, Shaw-Box and Yale, are among the most recognized
and respected in the industry.  The Company  believes that its strong brand name
recognition,  together  with the  Company's  large  installed  base of products,
provide it with a significant  competitive advantage in selling its full product
line to existing and new customers as well as providing  repair and  replacement
parts.

      Experienced  Management  Team with  Significant  Ownership  Interest.  The
Company's  management  team provides a depth and continuity of  experience.  The
Company's directors and executive officers own an aggregate of approximately 22%
of the Company's  outstanding common stock. In addition,  in April 1997 Columbus
McKinnon  implemented economic value added ("EVA@") as a performance measure and
is  using  EVA@  goals  to,  among  other  things,   determine   incentive-based
compensation for all of its employees.

Business Strategy

      The Company's  strategic objective is to further enhance its position as a
leading designer, manufacturer and distributor of material handling, lifting and
positioning products both domestically and internationally. The Company plans to
achieve this  objective  through the continued  implementation  of the following
three-pronged strategy:

      Enhance Existing Business.  The Company continually strives to enhance its
existing business through the following:

      o   Leverage Strong Competitive  Position.   The Company's  position  as a
          leading  provider of material  handling  equipment  has  resulted in a
          substantial  installed  base  of its  products.  The  Company's  close
          relationships  with its  distributors  permit  it to  obtain  customer
          information  and  product  requirements  in  order to  respond  to and
          anticipate future needs of end-users of the Company's products,  which
          the  Company  believes  allows it to  maintain  its market  leadership
          position.  The  repair  and  replacement  of parts  and  complementary
          products for the Company's large installed base of products represents
          additional revenue growth potential.  The Company believes that it can
          expand the market and customer  base for new and acquired  products by
          introducing these products through its existing distribution channels.
          In addition, the Company believes it can achieve product and marketing
          synergies  by  selling  its  products  into the  markets  of  acquired
          businesses.

          In fiscal 1999, the Company initiated its CraneMart@ strategy to build
          an integrated North American  network of full-service  crane builders.
          The acquisition of Abell-Howe Crane, Inc., a regional  manufacturer of
          jib and other  overhead  cranes  ("Abell-Howe"),  in  August  1998 and
          merger  with GL  International,  Inc.,  a  full-service  designer  and
          builder of industrial  overhead bridge,  gantry and jib cranes ("GL"),
          in  March  1999  were the  Company's  first  significant  steps in the
          implementation  of CraneMart@.  In  furtherance of this strategy,  the
          Company expects to form additional strategic alliances, either through
          full or partial equity  ownership or joint  ventures with  independent
          participants,  in major North American Industrial markets. The Company
          believes that  CraneMart@  will enhance its position as a full-service

                                       4
<PAGE>

          supplier of hoists, cranes and components and will enable it to expand
          its product and service  offerings to meet the  increasing  demands of
          its end-user customers.

      o   Increase  Productivity and  Realize  Cost  Savings.   In  addition  to
          developing  and  introducing  new  products,  the  Company  focuses on
          improving the quality and  reliability  of its products and increasing
          manufacturing   efficiency.   Twenty   of   the   Company's   existing
          manufacturing  facilities and six of its distribution  facilities have
          achieved  ISO  9000  certification,   and  substantially  all  of  the
          Company's remaining  manufacturing and distribution  facilities are in
          the process of  obtaining  such  certification.  The Company  improves
          productivity by reducing cycle times,  increasing employee involvement
          in  production  and  investing in new,  more  efficient  manufacturing
          processes,  including computer-aided design capabilities.  The Company
          has  implemented  EVA@ to analyze  the  utilization  of its assets and
          productivity  in  order  to  improve  all  aspects  of  the  Company's
          operations,  and to  determine  incentive-based  compensation  for its
          employees.  Further,  the Company believes additional cost savings can
          be realized  through the continued  integration  of the  operations of
          recent  acquisitions with those of the Company.  For example,  through
          its increased  critical mass, the Company has been able to achieve raw
          material purchasing efficiencies.

      Increase  Penetration of International  Markets.  The Company  maintains a
distributor   network  in  approximately  50  countries  and  has  manufacturing
facilities in Canada, Mexico,  Germany,  Denmark,  France and China. The Company
intends  to  increase  its  international  presence,  with a  primary  focus  on
enhancing its existing  presence in Europe and expanding its operations into the
Pacific Rim, South America and Africa.  The Company  intends to accomplish  this
growth by strengthening  its  international  distribution  network and by making
additional  strategic  acquisitions  and alliances.  The recent  acquisitions of
Camlok Lifting Clamps  ("Camlok"),  the Tigrip product line ("Tigrip"),  Societe
D'Exploitation  des  Raccords  Gautier  ("SERG"  or  "Gautier")  and GL with its
Canadian  operation  have  provided  the Company with  additional  international
operating locations, and will enable the Company to market their products to the
Company's  customer base. The Company has increased its  international net sales
from  approximately  14%  ($20.3  million)  of  net  sales  in  fiscal  1994  to
approximately 26% ($191.6 million) of net sales for fiscal 1999.

      Pursue Selective  Acquisitions.  The Company intends to selectively pursue
strategic  acquisitions,  joint  ventures  and  alliances.  Potential  strategic
combinations  will be evaluated  based on their  ability to, among other things:
(i) complement  existing  businesses  and further  expand  product  lines;  (ii)
strengthen  the  Company's  leadership  position in the  material  handling  and
lifting  industry;  (iii) provide  synergistic  opportunities;  (iv) enhance and
broaden  distribution  channels;   (v)  increase  the  Company's   international
presence; and (vi) enhance shareholder value and be EVA@ positive.

Segment Information

      During  fiscal  1999  the  Company  classified  its  operations  into  the
following three business segments:

           (i)   Products, which  includes the  design,  manufacture  and supply
                 of a wide  variety of  electric,  lever,  hand and  air-powered
                 hoists; hoist trolleys; industrial crane systems; alloy, carbon
                 steel and kiln chain;  closed-die forged  attachments,  such as

                                       5
<PAGE>

                 hooks,  shackles,  logging  tools and  loadbinders;  industrial
                 components, such as mechanical and electromechanical actuators,
                 mechanical jacks and rotary unions; and below-the-hook  lifters
                 for commercial and consumer markets.

           (ii)  Solutions - Industrial,  which  includes  the  project  design,
                 fabrication and  installation of integrated  material  handling
                 systems for consumer products  manufacturing,  warehousing and,
                 to  a  lesser  extent,   the  steel,   construction  and  other
                 industrial  markets.  Products  sold  by this  segment  include
                 powered roller conveyors,  operator-controlled manipulators and
                 scissor lifts.

           (iii) Solutions - Automotive,  which  includes  the  project  design,
                 fabrication and  installation of integrated  material  handling
                 systems  for the  automotive  industry.  Products  sold by this
                 segment consist primarily of overhead power-and-free  conveyors
                 and electrified monorail conveyors.

      Financial information regarding the business segments is presented in Note
18 to the Company's audited consolidated financial statements included elsewhere
herein.

Products and Services

      Products Segment

      The  Company's  Products  segment  primarily  designs,   manufactures  and
distributes a broad range of material handling, lifting and positioning products
for various  applications  in industry and for consumer use.  These products are
typically manufactured for stock and are sold through a variety of distributors.
In fiscal 1999,  net sales of the Products  segment  were  approximately  $515.7
million or approximately 70% of the Company's net sales, of which  approximately
$389.7 million (76%) were domestic and $126.0 million (24%) were  international.
The  following  table sets forth  certain  sales  data for the  products  of the
Products  segment,  expressed as a  percentage  of net sales of this segment for
fiscal 1999:



         Hoists............................................          56%
         Chain and forged attachments......................          22
         Industrial overhead cranes........................          15
         Industrial components.............................           7
                                                                     --
                                                                    100%
                                                                    ===

      Hoists.  The Company  manufactures a variety of  hand-operated  hoists and
lever tools,  air-powered hoists,  electric chain hoists, and electric wire rope
hoists.  Load  capacities for the Company's  hoist product lines range from less
than one ton to 100 tons. These products are sold under its Budgit, Chester, CM,
Coffing,  Shaw-Box,  Yale and other recognized trademarks.  The Company's hoists
are sold for use in a variety of general industrial applications, as well as for
use in the  entertainment,  consumer,  rental,  health  care and other  emerging
product markets. The Company also supplies hoist trolleys, driven manually or by
electric motors, for the industrial, consumer and OEM markets.

                                       6
<PAGE>

      The Company also offers a line of custom-designed,  below-the-hook tooling
and clamps.  Below-the-hook tooling and clamps are specialized lifting apparatus
used in a variety of lifting activities  performed in conjunction with hoist and
chain applications.

      Chain and Forged  Attachments.  The Company  manufactures  alloy chain for
various  industrial  applications.  Federal  regulations  in the  United  States
require the use of alloy chain, which the Company first developed,  for overhead
lifting applications because of its strength and wear characteristics. A line of
the  Company's  alloy chain is sold under the  Herc-Alloy  brand name for use in
overhead lifting, pulling and restraining  applications.  The Company also sells
specialized  load chain for use in hoists.  Three grades and  multiple  sizes of
carbon steel  welded-link  chain are sold by the Company in the  industrial  and
consumer  markets for various load  securement  and other  non-overhead  lifting
applications.  As a result of the  acquisition of Lister Bolt & Chain,  Ltd. and
Lister  Chain & Forge  Inc.  (collectively,  "Lister"),  the  Company  now  also
manufactures kiln chain sold primarily to the cement and lime kiln manufacturing
market  and  anchor and buoy  chain  sold  primarily  to the  United  States and
Canadian governments.

      The Company  manufactures a complete line of alloy and carbon steel forged
attachments,   including  hooks,   shackles,   hitch  pins,   master  links  and
loadbinders.  These forged  attachments are used in virtually all types of chain
and wire  rope  rigging  applications  in a  variety  of  industries,  including
transportation,  mining, railroad, construction,  marine, logging, petrochemical
and agriculture.

      The Company also  manufactures  carbon steel forged and stamped  products,
such as loadbinders,  hooks,  shackles and other securement devices, for sale to
the industrial,  consumer and logging markets through  industrial  distributors,
hardware distributors, mass merchandiser outlets and OEMs.

      Industrial  Overhead Cranes.  The Company entered the crane  manufacturing
market  through the August  1998  acquisition  of  Abell-Howe,  a  Chicago-based
regional  manufacturer of jib and overhead bridge cranes.  The Company's  merger
with GL in March 1999  established  the Company as a significant  participant in
the  strategically  important  crane building and servicing  markets,  which are
strong complements to its hoist business.

      Industrial  Components.  The Company,  through the Duff-Norton division of
its Yale Industrial Products, Inc. ("Yale") subsidiary, designs and manufactures
industrial  components  such  as  mechanical  and  electromechanical  actuators,
mechanical jacks and rotary unions for sale  domestically and abroad.  Actuators
are linear motion devices used in a variety of industries,  including the paper,
steel and aerospace industries.  Mechanical jacks are heavy duty lifting devices
whose uses include the repair and  maintenance of railroad  tracks,  locomotives
and  industrial  machinery.  Rotary unions are piping  devices  which  introduce
heating or cooling  liquids into the  interiors of rotating  drums in industrial
processes in the paper, textiles,  rubber,  plastics,  printing and machine tool
industries.  The December 1998 acquisition of Gautier, a French rotary union and
swivel  joint  manufacturer,   complemented  Duff-Norton's  product  line  while
expanding its global reach.


      Solutions Segments

      The Solutions  segments are engaged  primarily in the design,  fabrication
and installation of integrated work station and facility-wide  material handling

                                       7
<PAGE>

systems  and  in  the  manufacture  and   distribution  of   operator-controlled
manipulators  and scissor lifts. The products and services of these two segments
are highly  engineered  and are  generally  built to order and sold  directly to
end-users  for specific  applications.  Net sales of the  Solutions - Industrial
segment in fiscal 1999 were  approximately  $58.3 million or approximately 8% of
the Company's total net sales, of which  approximately  $30.1 million (52%) were
domestic and approximately $28.2 million (48%) were international.  Net sales of
the  Solutions -  Automotive  segment in fiscal 1999 were  approximately  $161.4
million  or  approximately  22% of the  Company's  total  net  sales,  of  which
approximately $124.0 million (77%) were domestic and approximately $37.4 million
(23%) were international.  The following table sets forth certain sales data for
the products and services of the Solutions  segments,  expressed as a percentage
of net sales of these segments for fiscal 1999:

         Integrated material handling conveyor systems.....          86%
         Scissor lifts.....................................           6
         Manipulators......................................           4
         Other.............................................           4
                                                                     --

                                                                    100%
                                                                    ===

      Integrated  Material  Handling  Conveyor  Systems.  Conveyors are the most
important  component  of a  material  handling  system,  reflecting  their  high
functionality for transporting  material throughout  manufacturing and warehouse
facilities.  ASI,  which is the sole  business  of the  Solutions  -  Automotive
segment,  specializes  in  overhead  conveyors,  electrified  monorail  systems,
robotic  indexing  systems and automatic  body  transfer  systems.  Univeyor,  a
component   of   the   Solutions   -   Industrial   segment,    specializes   in
computer-controlled  and automated powered roller conveyors for use in warehouse
operations and distribution systems.

      Scissor Lifts. The American Lifts division of Yale manufactures  hydraulic
scissor  lift  tables and other  engineered  lifting  products.  These  products
enhance  workplace  ergonomics  and  are  sold  primarily  to  customers  in the
manufacturing, construction, general industrial and air cargo industries.

      Manipulators.   The   Company   manufactures   a  line  of   sophisticated
operator-controlled manipulators. These products are articulated mechanical arms
with  specialized end tooling designed to perform  lifting,  rotating,  turning,
tilting,  reaching and positioning tasks in a manufacturing  process.  Utilizing
various models and size  configurations,  the Company can offer  custom-designed
hydraulic,   pneumatic,   and  electric  manipulators  for  a  wide  variety  of
applications  where  the  user  requires  multi-axial  movement  in a  harsh  or
repetitive environment.

Sales and Marketing

      The Company  supports its Products  segment sales through its sales forces
and through independent manufacturing agents worldwide,  including approximately
150 dedicated  salespersons who sell hoists, chain, forged attachments,  cranes,
rotary unions,  actuators,  jacks,  and related material  handling  accessories.
Sales  are  further  supported  by over  130  Company-trained  customer  service
correspondents and sales application engineers.

      The Company  promotes its products by advertising in trade journals and by
participating in more than 60 trade shows each year throughout the United States
and abroad.  Trade shows are central to promotion of the Company's products and,
in certain cases,  for actual sale of the Company's  products,  particularly  to

                                       8
<PAGE>

hardware  retailers.  Shows in which the Company  participates range from global
events held in Hanover, Germany, Cologne, Germany and Chicago, Illinois to local
"markets"  and  "open  houses"  put on by  individual  hardware  and  industrial
distributors.  The Company also attends  specialty shows for the  entertainment,
rental,  safety and environmental  recycling markets, as well as general purpose
industrial and consumer hardware shows. In fiscal 1999, the Company participated
in trade shows in Canada, France, Mexico,  Germany,  England,  Singapore,  South
Africa, China, Australia and Brazil, as well as in the United States.

      The Company's communication program encompasses  advertisements in leading
trade journals as well as producing and  distributing  high quality  information
catalogs. On-site distributors and end-user training programs are held worldwide
to promote and reinforce the attributes of the Company's  products.  The Company
also has a Web site on the Internet (http://www.cmworks.com).

      The Company  supports  its  product  distribution  by running  cooperative
"pull-through"  advertising in over 50 vertical trade  magazines and directories
targeted to the  theatrical,  international,  consumer,  tire shredder and crane
builder  markets.  The  Company  has  separate  ads for  chain,  hoists,  forged
attachments,  lifters,  actuators,  hydraulic  jacks,  tire shredders,  hardware
programs, cranes and light rail systems.

Distribution and Markets

     Products Segment.

      The  distribution  channels for the Products  segment include a variety of
commercial distributors, including general distributors, specialty distributors,
service-after-sale distributors and other distributors.

      General Distribution Channels:

      o   Industrial  distributors sell  a variety of products  for maintenance,
          repair,  operation and production ("MROP")  applications through their
          own direct sales force.

      o   Rigging  shops are  distributors  who  are  experts  in  the  rigging,
          lifting,  positioning and load securement areas of material  handling.
          Most rigging shops  manufacture  and distribute  chain,  wire rope and
          synthetic slings and distribute  off-the-shelf hoists and attachments,
          chain slings and other off-the-shelf products.

      o   Crane builders design, build and install overhead crane and light-rail
          systems for  general  industry  and sell a wide  variety of hoists and
          lifting attachments.  Cranes and crane components are also sold by the
          Company's wholly owned crane builders,  Abell-Howe and GL, directly to
          end-users in a variety of industrial markets.

      Specialty Distribution Channels:

      o   Catalog houses market a variety of MROP supplies and material handling
          products  either  exclusively  through large,  nationally  distributed
          catalogs,  or through a combination of catalog sales and a field sales
          force.  The  customer  base of  catalog  houses,  which  traditionally
          included smaller industrial  companies and consumers,  has expanded to
          include large industrial accounts and integrated suppliers.

                                       9
<PAGE>

      o   Material handling specialists design and assemble systems  incorporat-
          ing  hoists,   overhead   rail   systems,   trolleys,   lift   tables,
          manipulators, air balancers, jib arms and other products.

      o   Entertainment  equipment  distributors design,  supply  and  install a
          variety of material  handling  equipment for concerts,  theaters,  ice
          shows, sports arenas, convention centers and discos.

      Service-After-Sale Distribution Channel:

      o   Service-after-sale  distributors include over 12 chain  repair service
          stations  and  over 450  hoist  parts,  product,  service  and  repair
          stations.  This service network is designed for easy parts and service
          access for the Company's  large  installed  base of hoists and related
          equipment in North America.

      Other Sales Channels:

      o   Original  equipment  manufacturers  supply various component  parts to
          other  industrial  manufacturers  as  well  as  private  branding  and
          packaging of  traditional  Company  products  for  material  handling,
          lifting and positioning applications.

      o   Government sales are sold directly  by the Company and  have  expanded
          with the acquisition of Lister,  which manufactures  anchor,  buoy and
          mooring  chain for the  United  States and  Canadian  Navies and Coast
          Guards.

      Solutions Segments

      The products and services of the Solutions  segment are sold  primarily to
end-users. In the sale of its integrated material handling conveyor systems, the
Company generally acts as a prime contractor with turnkey responsibility for its
systems,  or a supplier working closely with the customer's general  contractor.
Sales   are    generated    by    in-house    personnel,    generally    through
engineer-to-engineer   interactions.   Products,   such  as  scissor  lifts  and
manipulators  are sold by Company sales  employees and  specialized  independent
distributors.

Customer Service and Training

      The Company maintains well-trained customer service departments for all of
its Products  segment  sales  divisions,  and  regularly  schedules  product and
service  training  schools for all customer  service  representatives  and field
sales forces. In addition, training schools for distribution,  service stations,
and end-users  are held on a regular basis at most of the Company's  facilities,
as well as in the  field.  The  Company  has  more  than  450  service  stations
worldwide that provide local and regional  repair,  warranty and general service
work  for  distributors  and  end-users.  End-user  trainees  attending  various
training schools  maintained by the Company include  representatives  of General
Motors,  DuPont, 3M, GTE, Cummins Engine,  General Electric and many other large
industrial manufacturers.

      The  Company  also  provides a variety of  collateral  material  in video,
cassette,  CD-ROM, slide and literature format addressing such relevant material
handling  topics as the care,  use and  inspection  of chains  and  hoists,  and
overhead lifting and positioning safety.

                                       10
<PAGE>

      The  Company  also  sponsors  nine  separate  advisory  boards  made up of
representatives  of its  primary  distributors  and  service-after-sale  network
members who are  invited to  participate  in  discussions  focused on  improving
products  and  service.   These  boards  enable  the  Company  and  its  primary
distributors  to exchange  product and market  information  relevant to industry
trends.

Recent Acquisitions

      Since February 1994, the Company has acquired thirteen operations:

      o   In March 1999, the Company merged with GL, a full-service designer and
          builder  of  industrial  overhead  bridge,  gantry  and jib cranes and
          related  components,  in  exchange  for  shares  of,  and  options  to
          purchase,  the Company's common stock valued at  approximately  $20.6.
          This   acquisition   was  the  Company's   first  major  step  in  the
          implementation of its CraneMart@ strategy.

      o   In January  1999,  the Company  acquired Camlok and the Tigrip product
          line for  aggregate  consideration  of  approximately  $10.6  million.
          Camlok,  located in the United  Kingdom,  manufactures  plate  clamps,
          crane weighers and related products.  The German-based Tigrip produces
          standard and specialized plate clamps.  These acquisitions  positioned
          the Company as a market leader for lifting clamps in Europe.

      o   In December 1998, the Company acquired SERG, a manufacturer  of rotary
          unions and swivel  joints,  for  approximately  $2.9  million.  SERG's
          product lines are complementary to those of the Company's  Duff-Norton
          division and provide the Company  with  additional  cross-selling  and
          cross-branding opportunities.

      o   In  August  1998,  the  Company  acquired  Abell-Howe,   a  regional
          manufacturer of jib and other overhead cranes for  approximately  $7.0
          million.   This  acquisition  marked  the  Company's  entry  into  the
          complementary  crane  building  product  line,  creating   significant
          cross-selling opportunities for its existing hoist products.

      o   In March 1998, the Company acquired LICO, a designer, manufacturer and
          installer of custom conveyors and material  handling systems primarily
          for  the  automotive  industry,   for  approximately  $155.0  million,
          adjusted for outstanding borrowings. This acquisition strengthened the
          Company's position as a leader in the project design,  fabrication and
          installation of automated  material  handling systems and provided the
          Company with an  established  platform for increasing its sales to the
          automotive and industrial manufacturing markets.

      o   In January 1998,  the Company  acquired  Univeyor, which is engaged in
          the design and manufacture of automated material handling systems, for
          approximately $15.0 million plus assumed liabilities. This transaction
          enabled the Company,  which previously had designed solutions only for
          individual workstations, to offer automated material handling systems,
          predominantly   using  powered  roller   conveyors,   for  the  entire
          workplace.

      o   In December  1996,  the  Company  acquired  Lister, a  manufacturer of
          cement kiln, anchor and buoy chain and mining bolts, for approximately
          $7.0 million.  This  transaction  complemented  the Company's  line of
          chain products and provided  the  Company with access  to new markets,

                                       11
<PAGE>

           particularly in the international marketplace.

      o   In October 1996, the Company acquired the majority of the  outstanding
          common equity of Yale Industrial  Products,  Inc., a manufacturer of a
          variety of lifting  and  positioning  products,  including  hoists and
          scissor lifts and industrial  components such as actuators,  jacks and
          rotary unions, for approximately  $270.0 million through a cash tender
          offer.  In January 1997,  the Company  acquired the  remaining  common
          equity  of Yale  and  effected  a  merger.  This  acquisition  further
          complemented the Company's  product line and also provided the Company
          with international  operations and distribution  facilities in Europe,
          South Africa and China.

      o   In November 1995, the Company acquired  Lift-Tech  International, Inc.
          ("Lift-Tech"),  a  manufacturer  and  distributor  of hoists and crane
          components,   including  wire  rope  and   air-powered   hoists,   for
          approximately  $63.0 million.  Lift-Tech's  products  complemented the
          Company's  existing hoist product lines,  thereby enabling the Company
          to offer a broader product line to the marketplace.

      Between  February  1994 and October 1995 the Company also acquired (i) the
remaining 51% equity interest in Endor, a Mexican  manufacturer  of hoists,  for
approximately  $2.0  million,  (ii)  certain  assets of Cady  Lifters,  Inc.,  a
manufacturer of "below the hook" lifters, for approximately $0.8 million,  (iii)
the assets of the Conco Division of McGill  Industries,  Inc., a manufacturer of
manipulators,   for   approximately   $0.8   million  and  (iv)  the  assets  of
Durbin-Durco, Inc., a manufacturer of load securement equipment and attachments,
for approximately $2.4 million.

Competition

      The markets in which the Company  operates are highly  competitive and the
Company faces  competition  from a number of different  manufacturers in each of
its product  areas and  geographic  markets,  domestic and foreign.  The Company
competes in the sale of hoists with Demag,  Kito-Harrington,  Ingersoll-Rand and
Morris  Material  Handling;  in chain with Campbell,  Peerless Chain Company and
American Chain and Cable Company;  in forged  attachments with the Crosby Group,
Chicago  Hardware and Cooper;  in actuators  and rotary  unions with Deublin and
Joyce-Dayton;  and in integrated  material handling systems with Jervis B. Webb,
Dearborn Mid-West,  Allied UniKing and FATA. The principal  competitive  factors
affecting  the  market  for  the   Company's   products   include   performance,
functionality,  price,  brand  recognition,  customer  service  and  support and
product  availability.  Some of the Company's competitors have greater financial
and other resources than the Company.

Employees

      At March 31, 1999, the Company had approximately 4,350 employees, 3,480 in
the United States, 375 in Canada, 120 in Mexico and 375 in Europe. Approximately
1,580 of the Company's  employees are represented  under 12 separate  collective
bargaining  agreements  which terminate at various times between  September 1999
and April 2003.

      During the past five years, the only  interruptions or curtailments of the
Company's  business due to labor disputes was a five-day work stoppage at a Yale
plant in Charlotte, North Carolina in fiscal 1997. The Company believes that its
relationship  with its employees is good. In support of this  relationship,  the

                                       12
<PAGE>

Company has maintained an Employee Stock Ownership Plan since 1988 and also uses
incentive-based   compensation   programs  that  are  linked  to  the  Company's
profitability and increase in shareholder value.

Backlog

      The Company's backlog of orders at March 31, 1999 was approximately $166.1
million  compared  to  approximately  $214.6  million  at March  31,  1998.  The
Company's  orders for standard  products are generally  shipped within one week.
Orders for products  that are  manufactured  to  customers'  specifications  are
generally  shipped  within four to twelve  weeks.  Revenues  from the  Company's
contracts for automated systems are generally recognized within 12 to 18 months.
The Company does not believe that the amount of its backlog orders is a reliable
indication of its future sales.

Raw Materials and Components

      The principal raw materials used by the Company are  structural  steel and
processed  steel  bar,  forging  bar steel,  steel rod and wire,  steel pipe and
tubing and tool steel which are  available  from multiple  sources.  The Company
purchases  these  various  forms  of  steel  from a number  of  suppliers  under
long-term  agreements  which  are  negotiated  on a  company-wide  basis to take
advantage of volume discounts. Although the steel industry is cyclical and steel
prices can be  volatile,  the  Company  has not been  significantly  impacted in
recent years by increases in steel prices.

      The Company also purchases  components  such as motors,  bearings and gear
housings and castings.  These  components  are generally  available from several
suppliers.

      The Company  estimates  that its total  materials  cost,  including  steel
products and components,  represented  approximately  31% of net sales in fiscal
1999. The Company  generally  seeks to pass on materials  price increases to its
customers,  although a lag period often exists. The Company's ability to pass on
these increases is determined by competitive conditions.

Environmental and Other Governmental Regulation

      Like many  manufacturing  companies,  the  Company  is  subject to various
federal, state and local laws relating to the protection of the environment.  To
address  the  requirements  of such laws,  the  Company  has adopted a corporate
environmental  protection  policy which  provides that all  facilities  owned or
leased by the Company shall,  and all employees of the Company have the duty to,
comply with all applicable  environmental  regulatory standards, and the Company
has initiated an  environmental  auditing  program for its  facilities to ensure
compliance  with such  regulatory  standards.  The Company has also  established
managerial responsibilities and internal communication channels for dealing with
environmental  compliance  issues that may arise in the course of its  business.
Because  of the  complexity  and  changing  nature of  environmental  regulatory
standards, it is possible that situations will arise from time to time requiring
the Company to incur  expenditures in order to ensure  environmental  regulatory
compliance.  However, the Company is not aware of any environmental condition or
any operation at any of its facilities, either individually or in the aggregate,
which would cause expenditures that would result in a material adverse effect on
the  Company's  results of  operations,  financial  condition or cash flows and,
accordingly,   has  not   budgeted  any  material   capital   expenditures   for
environmental compliance for fiscal 2000.

                                       13
<PAGE>

      Certain federal and state laws,  sometimes  referred to as Superfund laws,
require certain  companies to remediate sites that are contaminated by hazardous
substances. These laws apply to sites owned or operated by a company, as well as
certain  off-site areas for which a company may be jointly and severally  liable
with other companies or persons.  The required  remedial  activities are usually
performed in the context of administrative or judicial  enforcement  proceedings
brought by regulatory authorities. The Company has been involved recently in six
administrative  enforcement  proceedings in connection  with the  remediation of
certain facilities, one of which it owns and operates, one of which was formerly
owned and operated by a subsidiary  of one of the  Company's  subsidiaries,  and
four of which  neither the Company  nor any  subsidiary  of the Company has ever
owned or operated  but with regard to which the Company or a  subsidiary  of the
Company has been identified as one of several  potentially  responsible  parties
("PRPs").  The  Company  has  cooperated  with  the  regulatory  authorities  in
connection  with these  environmental  proceedings.  From the perspective of the
Company, with the exception of the two environmental  administrative proceedings
discussed  below,  these matters have been,  and are expected to continue to be,
minor matters not requiring substantial effort or expenditure on the part of the
Company.

      The  first  environmental  administrative  proceeding  is one in which the
Company has been  identified by the New York State  Department of  Environmental
Conservation  ("NYSDEC"),  along with other companies,  as a PRP at the Frontier
Chemical  Site in  Pendleton,  New York  ("Pendleton  Site"),  a site  listed on
NYSDEC's Registry.  From 1958 to 1977, the Pendleton Site had been operated as a
commercial  waste  treatment  and  disposal  facility.  The  Company  sent waste
pickling  liquor  generated  at its  facility  in  Tonawanda,  New  York  to the
Pendleton  Site  during  the period  from  approximately  1969 to 1977,  and the
Company is  participating  with other PRPs in conducting the  remediation of the
Pendleton  Site under a consent  order with NYSDEC.  As a result of a negotiated
cost allocation among the participating  PRPs, the Company has paid its pro rata
share of the remediation  costs and accrued its share of the ongoing  operations
and maintenance  costs. As of March 31, 1999, the Company has paid approximately
$1.0  million in  remediation  and  ongoing  operations  and  maintenance  costs
associated with the Pendleton Site. The  participating  PRPs have identified and
commenced  a cost  recovery  action  against a number of other  parties who sent
hazardous   substances  to  the   Pendleton   Site.  If  any  of  the  currently
nonparticipating parties identified by the participating PRPs pay their pro rata
shares  of the  remediation  costs,  then the  Company's  share  of  total  site
remediation  costs will decrease.  Settlements  have been reached with 45 of the
113  defendants in the cost recovery  action,  and  additional  settlements  are
expected in the future.  However,  the Company has not yet  received  payment in
connection with such settlements. The Company also has entered into a settlement
agreement  with one of its  insurance  carriers  in the amount of  approximately
$734,130 in connection with the Pendleton Site and has received  payment in full
of the settlement amount.

      The second  environmental  administrative  proceeding  involved Mechanical
Products,  Inc., a former  subsidiary of Yale ("MPI").  In 1987,  MPI discovered
that  groundwater  and certain  soils at and near its  Jackson,  Michigan  plant
contained  certain  organic  chemical  compounds in  concentrations  above those
permitted by  applicable  law. MPI conducted an extensive  investigation  of the
site and  entered  into an  Administrative  Order by  Consent  with the State of
Michigan   Department   of  Natural   Resources   which   provides  for  further
investigation  and the  development  and  implementation  of a plan for remedial
action. Since 1991, MPI has been engaged in efforts to investigate and remediate
the  impacted  areas.  On or about  August  10,  1998,  Yale sold MPI in a stock
transaction,  and the purchaser assumed the environmental liabilities associated
with the administrative proceeding described in this paragraph. As of August 10,
1998, the Company had paid a total of approximately  $3.4 million in remediation

                                       14
<PAGE>

and operations and maintenance costs required by this administrative proceeding,
and since that date,  as a result of the sale of MPI,  the  Company has not had,
and does not expect to have, further expenditures in connection with same.

      For all of the  currently  known and  unpaid  environmental  matters,  the
Company has  accrued a total of  approximately  $930,000  as of March 31,  1999,
which,  in the opinion of the Company's  management,  is sufficient to deal with
such matters.  Further, the Company's management believes that the environmental
matters known to, or anticipated by, the Company should not,  individually or in
the  aggregate,  have a  material  adverse  effect on the  Company's  cash flow,
results of operations or financial condition. However, there can be no assurance
that   potential   liabilities   and   expenditures   associated   with  unknown
environmental   matters,   unanticipated   events,  or  future  compliance  with
environmental  laws and regulations  will not have a material  adverse effect on
the Company.

      The  Company's  operations  are  also  governed  by many  other  laws  and
regulations,  including  those  relating to workplace  safety and worker health,
principally OSHA and regulations thereunder.  The Company believes that it is in
material  compliance  with these laws and  regulations and does not believe that
future  compliance with such laws and regulations  will have a material  adverse
effect on its cash flow, results of operations or financial condition.


Item 2.           Properties.
-------           -----------

      The Company maintains its corporate headquarters in Amherst, New York. The
principal  properties  utilized  by the Company  for its  continuous  operations
consist of 56 manufacturing and distribution facilities, of which 40 are located
in the United  States,  5 are located in Canada,  1 is located in Mexico,  8 are
located in Europe,  and 2 are located in Asia.  The Company also leases a number
of sales offices and minor warehouses throughout North America, Europe, Asia and
South AFrica.  The following table  summarizes the  Company's  headquarters  and
principal manufacturing and distribution facilities by business segment:

<TABLE>
<CAPTION>

                                                                         Approximate Floor Space
                                                                            (in square feet)
                                                            Owned                  Leased                 Total
<S>                                                       <C>                    <C>                 <C>

Corporate Headquarters                                       ---                  52,000(1)              52,000

Products (42 facilities):
     United States                                        1,740,000              623,000              2,363,000
     International                                          394,000              187,000                581,000

Solutions - Industrial (7 facilities):
     United States                                          323,000                    -                323,000
     International                                           85,000               20,000                105,000

Solutions - Automotive (7 facilities):
     United States                                           81,000               65,000                146,000
     International                                                -                    -                      -

_______________________
(1) Approximately 26,000 square feet is sublet to an unaffiliated party through June 30, 2003.  Title to the property is vested in
the Town of Amherst Industrial Development Agency pursuant to an industrial revenue bond transaction.  The Company has the right and
obligation to purchase the property upon the expiration of the lease term for $1.00.

</TABLE>
                                       15
<PAGE>



      The Company believes that its properties have been adequately  maintained,
are in generally good  condition and are suitable for the Company's  business as
presently  conducted.  The Company  believes  its  existing  facilities  provide
sufficient  production  capacity for its present  needs and for its  anticipated
needs in the  foreseeable  future.  The  Company  also  believes  that  upon the
expiration of its current leases, it either will be able to secure renewal terms
or enter into leases for alternative locations at market terms.


Item 3.           Legal Proceedings.
-------           ------------------

      From time to time,  the  Company  is named a  defendant  in legal  actions
arising out of the normal course of business.  The Company is not a party to any
pending legal  proceeding  the resolution of which the management of the Company
believes will have a material adverse effect on the Company's cash flow, results
of operations or financial  condition or to any other pending legal  proceedings
other than ordinary,  routine litigation incidental to its business. The Company
maintains  liability insurance against risks arising out of the normal course of
business.

      On  November  18,  1996,  an  action  entitled   Milliken  &  Company  vs.
Duff-Norton  Company,  Inc. and Industrial  Distribution Group, Inc. d/b/a Dixie
Industrial  Supply  Company was commenced in the Superior Court of Troup County,
Georgia.  In its complaint in this action,  the plaintiff  alleges that a rotary
union  coupler  manufactured  by a  subsidiary  of Yale  failed,  causing a fire
resulting in alleged damages to the plaintiff's  carpet  manufacturing  facility
and equipment in excess of $500 million.  This action was settled in fiscal 1999
within the limits of the Company's insurance coverage.


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

     Not applicable.

                                       16
<PAGE>

                                     PART II


Item 5.           Market for the Company's  Common Stock  and  Related  Security
-------           --------------------------------------------------------------
                  Holder Matters.
                  ---------------

      The  Company's  Common  Stock is listed  on the  National  Association  of
Securities   Dealers  Automated   Quotation  System  -  National  Market  System
("NASDAQ") under the trading symbol "CMCO".  The following table sets forth, for
the fiscal periods indicated,  the high and low closing sale prices per share of
the Company's Common Stock as reported by NASDAQ.


                                   Fiscal 1999                  Fiscal 1998
                                   -----------                  -----------
                                 High        Low              High       Low
                                 ----        ---              ----       ---

     1st Quarter                30 1/2      26 1/4           19          17
     2nd Quarter                28 7/16     15 1/8           26 1/4      18 5/8
     3rd Quarter                19 1/4      14 3/8           26 1/2      22 1/2
     4th Quarter                22 3/4      17 7/16          27 7/8      22 3/16

      As of March 31,  1999,  there were 162 holders of record of the  Company's
Common Stock.  Approximately  2,000 additional  shareholders  hold shares of the
Company's Common Stock in "street name".

      The Company declared total cash dividends of $.28 per share in fiscal 1999
and $.28 per share in fiscal 1998.

      On March 1, 1999,  the Company  issued  897,114 shares of its common stock
(the "Merger Shares") to six investors in a private placement. The Merger Shares
were  issued  pursuant to a pooling  transaction  in which a  subsidiary  of the
Company and GL merged. As a result of such merger, all of the outstanding shares
of GL were  converted  into the Merger  Shares.  The value of the Merger Shares,
based upon the last reported  sale price of the Company's  common stock on March
1, 1999,  was $17.8  million.  The Merger  Shares  were issued in reliance on an
exemption provided under Section 4(2) of the Securities Act of 1933, as amended.


                                       17
<PAGE>

Item 6.           Selected Financial Data.
-------           ------------------------

                         SELECTED FINANCIAL INFORMATION

      The following table sets forth selected consolidated financial information
of the Company for each of the five fiscal  years in the period  ended March 31,
1999. This information includes (i) the results of operations of Lift-Tech since
its  acquisition  on November 1, 1995,  (ii) the results of  operations  of Yale
since its  acquisition  on October 17, 1996,  (iii) the results of operations of
Lister  since  its  acquisition  on  December  19,  1996,  (iv) the  results  of
operations of Univeyor since its acquisition on January 8, 1998, (v) the results
of operations of LICO since its  acquisition on March 31, 1998, (vi) the results
of operations of Mechanical  Products through its divestiture on August 7, 1998,
(vii) the results of operations of Abell-Howe  since its  acquisition  on August
21, 1998,  (viii) the results of operations of Gautier since its  acquisition on
December 4, 1998,  (ix) the  results of  operations  of Camlok and Tigrip  since
their  acquisition  on January 29, 1999, and (x) the results of operations of GL
since its formation on April 1, 1997,  including the restatement of Company data
reported  prior to GL's  merger  with the  Company on March 1, 1999.  This table
should be read in conjunction with the "Management's  Discussion and Analysis of
Results of Operations and Financial  Condition" and the  Consolidated  Financial
Statements  of the Company,  including  the notes  thereto,  included  elsewhere
herein. Refer to the "Description of Business and Business Acquisitions" note to
the  Consolidated   Financial  Statements  regarding  the  unaudited  pro  forma
information  presented,  which  reflects  the  fiscal  1999  and  1998  business
acquisitions and divestiture, and related capital impact, as if they occurred on
April 1, 1997, which is the beginning of fiscal 1998.

<TABLE>
<CAPTION>

                                                                              Fiscal Years Ended March 31,
                                                                              ----------------------------
                                                                   1995       1996       1997        1998      1999
                                                                   ----       ----       ----        ----      ----
                                                                    (Dollars in thousands, except per share data)
Statement of Income Data:
<S>                                                             <C>        <C>        <C>         <C>       <C>
Net sales....................................................   $172,330   $209,837   $359,424    $561,823  $735,445
Cost of products sold........................................    124,492    149,511    251,987     401,669   542,975
Gross profit.................................................     47,838     60,326    107,437     160,154   192,470
Selling expenses.............................................     15,915     19,120     32,550      46,578    52,059
General and administrative expenses..........................     11,449     13,941     24,636      33,361    39,850
Amortization of intangibles..................................        600        791      5,197      10,297    15,479
Other charges................................................      1,598        672         -         ---       ---
Income from operations.......................................     18,276     25,802     45,054      69,918    85,082
Interest and debt expense....................................      2,352      5,292     11,930      25,104    35,923
Interest and other income....................................        472      1,134      1,168       1,940     1,565
Income before income taxes, minority interest and
  extraordinary charge.......................................
                                                                  16,396     21,644     34,292      46,754    50,724
Income tax expense...........................................      5,892      8,657     15,617      22,776    23,288
Minority interest............................................         -         -       (323)        ---       ---
Extraordinary charge for early debt extinguishment...........         -         -     (3,198)     (4,520)      ---
Net income...................................................   $ 10,504   $ 12,987   $ 15,154    $ 19,458  $ 27,436
Net income per common share-diluted(a).......................     $ 1.48     $ 1.69     $ 1.15      $ 1.35    $ 1.92
Cash dividend per common share (a)...........................       0.21       0.24       0.27        0.28      0.28
Pro Forma Statement of Income Data:
Net sales....................................................                                     $735,525  $732,143
Income from operations.......................................                                       81,963    84,702
Income before extraordinary charge...........................                                       24,354    27,355
Net income...................................................                                       19,834    27,355
Earnings per share -- diluted:
   Income before extraordinary charge........................                                         1.69      1.91
   Net income................................................                                         1.37      1.91

                                       18
<PAGE>

Balance Sheet Data (at end of period):
Total assets.................................................   $ 97,822  $ 188,734  $ 548,245   $ 788,862 $ 766,911
Total long-term debt (including current maturities)..........     22,587      9,744    286,288     458,577   423,612
Total liabilities............................................     56,972     51,112    398,089     617,916   578,237
Total shareholders' equity...................................     40,850    137,622    150,156     170,946   188,674

(a)  Reflects a 17 to 1 stock  split of the common  stock  effected  on  February  15,  1996;  fiscal 1995 and 1996
per share data also impacted by the Company's initial public offering effected on February 22, 1996.

</TABLE>

                                       19
<PAGE>

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

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

Overview

      The  Company is a  broad-line  designer,  manufacturer,  and  supplier  of
sophisticated  material  handling  products  and  integrated  material  handling
solutions that are widely  distributed  to  industrial,  automotive and consumer
markets   worldwide.   The  Company's   material  handling  products  are  sold,
domestically  and  internationally,  principally to third party  distributors in
commercial and consumer distribution  channels,  and to a lesser extent directly
to manufacturers and other end-users.  Commercial  distribution channels include
general distributors,  specialty distributors,  service-after-sale distributors,
original   equipment   manufacturers   ("OEMs"),   and  the  U.S.  and  Canadian
governments.  The general distributors are comprised of industrial distributors,
rigging shops and crane builders. Specialty distributors include catalog houses,
material  handling   specialists  and  entertainment   equipment  riggers.   The
service-after-sale  network includes repair parts  distribution  centers,  chain
service  centers,  and hoist repair centers.  Company  products are also sold to
OEMs, and to the U.S. and Canadian  governments.  Consumer distribution channels
include mass merchandisers,  hardware distributors,  trucking and transportation
distributors,  farm  hardware  distributors  and rental  outlets.  The Company's
integrated material handling solutions businesses primarily deal with end-users.
Material   handling   solution   sales  are   concentrated,   domestically   and
internationally  (primarily  Europe), in the automotive  industry,  and consumer
products  manufacturing,  warehousing  and,  to  a  lesser  extent,  the  steel,
construction and other industrial markets.

      On March 1, 1999, GL  International,  Inc. ("GL") was merged with and into
the Company  through the  issuance of new Company  stock and options to purchase
Company stock for all issued and outstanding stock and options of GL. The merger
was accounted for as a pooling of interests and, accordingly,  the 1999 and 1998
consolidated  financial statements have been restated to include the accounts of
GL from the date of GL's formation, April 1, 1997.

      This section should be read in conjunction with the consolidated financial
statements of the Company included elsewhere herein.

Results of Operations

      The  following  table sets forth  certain  income  statement  data for the
Company,  expressed  as a  percentage  of net  sales,  for  each of the  periods
presented:


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                                                         Fiscal Years Ended March 31,
                                                                                         ----------------------------
                                                                                         1999        1998        1997
                                                                                         ----        ----        ----
<S>                                                                                      <C>         <C>         <C>
Products Segment sales...............................................................     71.9%       93.4%       88.6%
Solutions - Industrial Segment sales.................................................      7.9         7.1         7.9
Solutions - Automotive Segment sales.................................................     22.0          -           -
Intercompany eliminations/Other sales................................................     (1.8)       (0.5)        3.5
                                                                                          ----        ----         ---

Net sales............................................................................    100.0       100.0       100.0
Cost of products sold................................................................     73.8        71.5        70.1
                                                                                          ----        ----        ----

Gross profit.........................................................................     26.2        28.5        29.9
Selling expenses.....................................................................      7.1         8.3         9.1
General and administrative expenses..................................................      5.4         5.9         6.9
Amortization of intangibles..........................................................      2.1         1.9         1.4
                                                                                           ---         ---         ---

Income from operations...............................................................     11.6        12.4        12.5
Interest and debt expense............................................................      4.9         4.4         3.3
Interest and other income............................................................      0.2         0.3         0.3
                                                                                           ---         ---         ---

Income before income taxes, minority interest and extraordinary charge...............      6.9         8.3         9.5
Income tax expense...................................................................      3.2         4.0         4.3
                                                                                           ---         ---         ---

Income before minority interest and extraordinary charge.............................      3.7%        4.3%        5.2%
                                                                                           ====        ====        ====
</TABLE>
   Fiscal Years Ended March 31, 1999, 1998, and 1997

      Sales  growth  during the periods was  primarily  due to the March 1999 GL
merger, the March 1998 LICO acquisition,  the January 1998 Univeyor acquisition,
the December  1996 Lister  acquisition  and the October  1996 Yale  acquisition,
offset by the August  1998  Mechanical  Products  divestiture.  Sales in 1999 of
$735,445,000  increased  $173,622,000  or 30.9% over 1998,  and sales in 1998 of
$561,823,000  increased  $202,399,000  or 56.3% over 1997. On a pro forma basis,
considering the effects of fiscal 1999 and 1998  acquisitions  and  divestiture,
the Company  experienced  a 0.5%  decrease  in sales in fiscal 1999  compared to
1998.  This  comparison  is impacted by the  following  economic  factors:  1) a
relatively soft industrial  market, 2) the effect of the mid-1998 General Motors
strike, 3) the impact of the Asian and South American economic  situations,  and
4) a shift in demand from small retail hardware stores to larger  do-it-yourself
superstores,  to which the Company  supplies only a small share.  On a pro forma
basis, considering the effects of fiscal 1998 and 1997 acquisitions, the Company
experienced  a 10.6%  increase  in sales in fiscal 1998  compared to 1997.  This
growth was due to strong  Solutions-Automotive  segment  demand as well as solid
demand by nearly all Products segment market channels. In addition, during these
periods the Company  introduced list price increases of approximately 4% in both
December  1998 and 1997  affecting  certain of the  Company's  hoist,  chain and
forged products sold in its domestic commercial markets.  Sales in the Products,
Solutions-Industrial  and  Solutions-Automotive  segments  were as  follows,  in
thousands of dollars and with percentage changes for each segment:
<TABLE>
<CAPTION>
                                                                               Change                 Change
                                        Fiscal Years Ended March 31,        1999 vs 1998           1998 vs 1997
                                        ----------------------------        ------------           ------------
                                      1999           1998          1997         Amount     %           Amount      %
                                      ----           ----          ----         ------     -           ------      -
                                                         (In thousands, except percentages)
<S>                                <C>            <C>           <C>            <C>        <C>         <C>         <C>
   Products...................     $528,974       $524,949      $318,544       $ 4,025     0.8        $206,405    64.8
   Solutions-Industrial.......       58,301         39,845        28,308        18,456    46.3          11,537    40.8
   Solutions-Automotive.......      161,443              -             -       161,443     -                -      -
   Eliminations/Other.........      (13,273)        (2,971)       12,572       (10,302)    -           (15,543)    -
Consolidated net sales........     $735,445       $561,823      $359,424      $173,622    30.9        $202,399    56.3

</TABLE>
                                       21
<PAGE>

      The addition of the Solutions-Automotive  segment in fiscal 1999 is due to
the  March  1998  LICO   acquisition.   The  46.3%  and  40.8%   growth  in  the
Solutions-Industrial  segment in fiscal 1999 and 1998,  respectively,  is due to
the January 1998  Univeyor  acquisition  and also a small portion of the October
1996 Yale  acquisition.  The 64.8% growth in the Products segment in fiscal 1998
is  due  to  the  formation  of GL in  April  1997,  the  December  1996  Lister
acquisition,  the October 1996 Yale acquisition and solid sales growth in nearly
all market channels within this segment.  The fluctuation in  Eliminations/Other
in each of the periods is due to the addition of  intercompany  sales between GL
and the other businesses  within the Company in fiscal 1999 and 1998,  offset by
the August 1998 Mechanical Products divestiture. Sales per employee increased to
$169,500 in fiscal 1999 from $134,400 in fiscal 1997.

      The Company's  gross profit margins were  approximately  26.2%,  28.5% and
29.9% for 1999, 1998 and 1997, respectively. The decrease in gross profit margin
in  fiscal  1999 is  primarily  due to the LICO  acquisition  which  formed  the
Solutions-Automotive  segment and generally  produces lower gross profit margins
than the other segments.  The lower profitability of this segment is offset by a
lower  operating  capital base required to design and  manufacture its products.
After isolating the effect of the LICO acquisition, the 1999 gross profit margin
increased by approximately 90 basis points.  The decrease in gross profit margin
in  fiscal  1998  resulted  primarily  from a change  in the  classification  of
approximately  $7.6 million of costs into cost of products sold which previously
had been classified as general and administrative expenses. This change was made
for  intracorporate  consistency  and  had  a  minimal  effect  on  income  from
operations.  In addition, the fiscal 1998 gross profit margin was also impact by
the addition of GL, which also  generates  lower gross profit margins on a lower
capital base as compared to the pre-existing Products segment businesses.  After
isolating the effect of the  classification  change and the GL merger,  the 1998
gross profit margin increased by approximately 50 basis points compared to 1997.
Excluding  the  effects of those  specific  items  noted  above,  the  resulting
increase in gross profit margin in each of the periods resulted from the effects
of the Company's cost control efforts and integration of acquisitions.

      Selling expenses were  $52,059,000,  $46,578,000 and $32,550,000 in fiscal
1999, 1998, and 1997,  respectively.  The 1999 expenses include the full year of
LICO  activity;  1998 expenses  include the full year of Yale and GL activity as
compared to fiscal 1997.  As a percentage  of  consolidated  net sales,  selling
expenses were 7.1%, 8.3% and 9.1% in fiscal 1999,  1998 and 1997,  respectively.
The  1999 and 1998  improvements  reflect  a lower  level  of  selling  expenses
incurred on behalf of the LICO and GL businesses, relative to sales.

      General and  administrative  expenses were  $39,850,000,  $33,361,000  and
$24,636,000  in fiscal  1999,  1998 and 1997,  respectively.  The 1999  expenses
include the full year of LICO activity;  1998 expenses  include the full year of
Yale and GL activity as compared to fiscal 1997. As a percentage of consolidated
net sales,  general  and  administrative  expenses  were 5.4%,  5.9% and 6.9% in
fiscal 1999, 1998 and 1997, respectively.  The 1999 improvement reflects a lower
level of general  and  administrative  expenses  incurred  on behalf of the LICO
business,  relative to sales. As noted above, the improved  percentage in fiscal
1998 was primarily due to a change that reclassified  approximately $7.6 million
of expenses  previously  classified as general and administrative  into costs of
products sold for intracorporate  consistency.  This 1998 improvement was offset
somewhat by a higher level of general and  administrative  expenses  incurred on
behalf of the GL business, relative to sales.

                                       22
<PAGE>

      Amortization of intangibles was $15,479,000, $10,297,000 and $5,197,000 in
fiscal 1999,  1998 and 1997,  respectively.  Fiscal 1999 includes a full year of
goodwill amortization resulting from the LICO acquisition;  1998 includes a full
year of goodwill amortization resulting from the Yale acquisition; 1997 includes
a partial year of Yale and a full year of goodwill  amortization  resulting from
the Lift-Tech acquisition.

      Interest and debt expense was $35,923,000,  $25,104,000 and $11,930,000 in
fiscal 1999,  1998 and 1997,  respectively.  The fiscal 1999 and 1998  increases
were  primarily  due to the  financing  required to  complete  the LICO and Yale
acquisitions.  As a  percentage  of  consolidated  net sales,  interest and debt
expense was 4.9%, 4.4% and 3.3% in fiscal 1999, 1998 and 1997, respectively.

      Interest and other income was  $1,565,000,  $1,940,000  and  $1,168,000 in
fiscal 1999, 1998 and 1997,  respectively.  The fluctuations  reflect changes in
the investment return on marketable  securities held for settlement of a portion
of the Company's general and products liability claims.

      Income  taxes as a  percentage  of pre-tax  accounting  income were 45.9%,
48.7% and 45.5% in fiscal 1999,  1998 and 1997,  respectively.  The  percentages
reflect the effect of non-deductible  goodwill  amortization  resulting from the
business acquisitions.

      In fiscal 1997,  the minority  interest share of Yale earnings of $323,000
resulted  from the fact that the Company  acquired 72% of the  outstanding  Yale
shares on a fully  diluted  basis in October  1996 and the  remainder in January
1997.

      As a result of the above,  income before  extraordinary  charges increased
$3,458,000 or 14.4% in 1999 and  $5,626,000  or 30.7% in 1998.  This is based on
income before extraordinary charges of $27,436,000,  $23,978,000 and $18,352,000
or 3.7%, 4.3% and 5.2% as a percentage of consolidated net sales in fiscal 1999,
1998 and 1997, respectively.

      In fiscal 1998, the extraordinary  charge for early debt extinguishment of
$4,520,000  resulted  from  the  non-cash  write-off  of  unamortized   deferred
financing costs upon  refinancing of the Company's bank debt effective March 31,
1998. The charge is net of $3,012,000 of tax benefit. In 1997, the extraordinary
charge for early debt  extinguishment of $3,198,000  resulted from the tender in
December 1996 for 11.5% acquired Yale notes.  The charge consisted of redemption
premiums,  costs to exercise  the tender  offer,  and  write-off  of  previously
incurred deferred financing costs, and was net of $2,133,000 of tax benefit.

      Net  income,  therefore,   increased  $7,978,000  or  41.0%  in  1999  and
$4,304,000  or 28.4%  in 1998.  This is  based  on net  income  of  $27,436,000,
$19,458,000 and $15,154,000 in fiscal 1999, 1998 and 1997, respectively.

Liquidity and Capital Resources

      On March 1, 1999,  GL was merged  with and into the  Company  through  the
issuance of 897,114 shares of newly issued Company stock and options to purchase
154,848 shares of Company stock for all issued and outstanding stock and options
of  GL.  The  fair  market  value  of  the  stock  and  options   exchanged  was
approximately $20.6 million.

      On January 29, 1999, the Company acquired all of the outstanding  stock of
Camlok and the net assets of the Tigrip  product line for $10.6 million in cash,

                                       23
<PAGE>

financed by a German subsidiary revolving credit facility and term note.

      On December 4, 1998, the Company acquired all of the outstanding  stock of
Gautier  for $3 million in cash,  financed  by the  Company's  revolving  credit
facility.

      During  October 1998,  the Company's  ESOP  borrowed  $7,682,000  from the
Company and purchased  479,900 shares of Company common stock on the open market
at an average cost of $16 per share.

      On August 21, 1998, the Company  acquired the net assets of Abell-Howe for
$7 million in cash, financed by the Company's revolving credit facility.

      On August 7, 1998, the Company sold its Mechanical  Products  division for
$11.5  million,  consisting  of $9.1  million  in cash and a $2.4  million  note
receivable.

      On March 31, 1998, the Company  acquired all of the  outstanding  stock of
LICO for approximately $155 million of cash, which was financed by proceeds from
the  Company's  revolving  credit  facility  and a private  placement  of senior
subordinated  notes,  both of which also closed  effective  March 31, 1998.  The
Company's  previously  existing  Term Loan A, Term Loan B and  revolving  credit
facility were repaid and retired on March 31, 1998.

      On January 7, 1998, the Company  acquired all of the outstanding  stock of
Univeyor for  approximately  $15 million of cash plus the  assumption of certain
debt, financed by the Company's revolving credit facility.

      The  1998  Revolving  Credit  Facility  provides  availability  up to $300
million,  due March 31, 2003,  against which $212.4  million was  outstanding at
March 31, 1999.  Interest is payable at varying  Eurodollar rates based on LIBOR
plus a spread  determined by the Company's  leverage  ratio,  amounting to 112.5
basis points at March 31, 1999. The 1998 Revolving Credit Facility is secured by
all  equipment,  inventory,  receivables,  subsidiary  stock (limited to 65% for
foreign  subsidiaries)  and  intellectual  property.  To manage its  exposure to
interest rate fluctuations, the Company has an interest rate swap and cap.

      The senior  subordinated 8 1/2% Notes issued on March 31, 1998 amounted to
$199,468,000,  net of original  issue discount of $532,000 and are due March 31,
2008.  Interest is payable  semi-annually  based on an effective  rate of 8.45%,
considering  $1,902,000  of  proceeds  from  rate  hedging  in  advance  of  the
placement.   Provisions  of  the  8  1/2%  Notes  include,  without  limitation,
restrictions  of liens,  indebtedness,  asset  sales,  and  dividends  and other
restricted payments.  Prior to April 1, 2003, the 8 1/2% Notes are redeemable at
the option of the  Company,  in whole or in part,  at the  Make-Whole  Price (as
defined).  On or after April 1, 2003,  they are  redeemable at prices  declining
annually  from 108.5% to 100% on and after  April 1, 2006.  In  addition,  on or
prior to April 1, 2001,  the  Company  may  redeem up to 35% of the  outstanding
notes with the proceeds of equity  offerings  at a  redemption  price of 108.5%,
subject  to  certain  restrictions.  In the  event of a Change  of  Control  (as
defined),  each holder of the 8 1/2% Notes may require the Company to repurchase
all or a portion of such holder's 8 1/2% Notes at a purchase price equal to 101%
of the principal amount thereof. The 8 1/2% Notes are not subject to any sinking
fund requirements.

      The Company  believes  that its cash on hand,  cash flows,  and  borrowing
capacity  under its  revolving  credit  facility  will be sufficient to fund its

                                       24
<PAGE>

ongoing operations, budgeted capital expenditures, and business acquisitions for
the next twelve months.

      Net cash  provided by operating  activities  increased to  $57,493,000  in
fiscal 1999 from  $38,420,000 in 1998 and  $28,886,000 in 1997. The  $19,073,000
increase in net cash provided by operating activities in fiscal 1999 compared to
1998 results from increased net income of $7,978,000, increased depreciation and
amortization  of  $7,360,000,  and a decrease of changes in net working  capital
components,  offset by the extraordinary charge for early debt extinguishment of
$4,520,000 in 1998.  The  $9,534,000  increase in net cash provided by operating
activities in fiscal 1998 compared to 1997 results from  increased net income of
$4,304,000, and increased depreciation and amortization of $8,611,000, offset by
decreased  deferred  income tax expense by $4,761,000.  Operating  assets net of
liabilities  decreased by  $4,412,000 in fiscal 1999 and increased by $5,509,000
and $5,905,000 in fiscal 1998 and 1997, respectively.

      Net cash used in  investing  activities  was  $23,943,000  in fiscal  1999
compared  to  $185,034,000  in 1998 and  $215,851,000  in 1997.  The 1999 amount
includes  the  acquisitions  of  Camlok/Tigrip,   Gautier,  and  Abell-Howe  for
$19,958,000,  net of cash acquired;  it is reduced by $8,801,000 of net proceeds
from the  Mechanical  Products  divestiture  and $2,182,000 of proceeds from the
sale of a portion of non-operating assets acquired with Yale in fiscal 1997. The
1998  amount  includes  the  acquisitions  of LICO,  Univeyor  and a GL business
acquisition for $175,686,000,  net of cash acquired; it is reduced by $4,575,000
of proceeds from the sale of a portion of the non-operating Yale assets. The net
cash used in investing  activities in fiscal 1997 includes  $203,577,000 for the
Yale and Lister acquisitions, net of cash acquired.

Capital Expenditures

      In  addition  to  keeping  its  current   equipment  and  plants  properly
maintained, the Company is committed to replacing,  enhancing, and upgrading its
property,  plant, and equipment to reduce production costs, increase flexibility
to respond  effectively to market  fluctuations and changes,  meet environmental
requirements,  enhance safety, and promote  ergonomically correct work stations.
Consolidated   capital   expenditures  for  fiscal  1999,  1998  and  1997  were
$12,992,000,  $11,406,000 and $9,392,000,  respectively, excluding those capital
assets acquired in conjunction with business acquisitions.

Inflation and Other Market Conditions

      The Company's costs are affected by inflation in the U.S. economy,  and to
a lesser extent, in foreign economies including those of Europe, Canada, Mexico,
and the Pacific  Rim.  The Company  does not believe  that  inflation  has had a
material effect on results of operations over the periods  presented  because of
low inflation levels over the periods and because the Company has generally been
able to pass on rising costs through  price  increases.  However,  in the future
there can be no assurance  that the  Company's  business will not be affected by
inflation or that it will be able to pass on cost increases.

Seasonality and Quarterly Results

      Lower than average orders and shipments during the December holiday period
have a slight  effect on the  Company.  In  addition,  quarterly  results may be
materially  affected by the timing of large customer orders,  by periods of high
vacation  concentrations,  and by acquisitions  and the magnitude of acquisition
costs.  Therefore,  the operating  results for any particular fiscal quarter are
not necessarily  indicative of results for any subsequent  fiscal quarter or for
the full fiscal year.

                                       25
<PAGE>

Year 2000 Conversions

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

      The Company has determined that it needs to modify certain portions of its
corporate  business  information  software  so that  its  computer  system  will
function  properly  with  respect  to dates in the year  2000 and  beyond.  Both
internal   and  external   resources   have  been   dedicated  to   identifying,
implementing,  and testing corrective action in order to make such programs Year
2000  compliant;  all such work is planned to be  completed  by July 1999 and is
currently on schedule.  To date the corporate business  information software has
been 100% assessed,  approximately  95% has been  remedially  reprogrammed,  and
approximately  72% is now  certified  to be Year  2000  compliant.  The  Company
believes that, with modifications to existing software, the Year 2000 issue will
not pose significant operational problems for its computer systems.

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

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

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

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

      The forward  looking  statements  contained  in the Year 2000  Conversions
should be read in conjunction with the Company's  disclosures  under the heading
"Safe Harbor  Statement under the Private  Securities  Litigation  Reform Act of
1995".

                                       26
<PAGE>


Effects of New Accounting Pronouncements

      The Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting Standards No. 133 "Accounting for Derivative  Instruments and Hedging
Activities,"  in June of 1998 which is effective for fiscal 2001.  Statement No.
133 establishes  accounting and reporting standards for hedging  activities.  It
requires that entities recognize all derivatives as either assets or liabilities
in the  statement of financial  position and measure those  instruments  at fair
value.  The intended use of the derivative  and its  designation as either (1) a
hedge of the  exposure  to changes in the fair  value of a  recognized  asset or
liability or a firm  commitment (a fair value hedge) (2) a hedge of the exposure
to variable cash flows of a forecasted transaction (a cash flow hedge), or (3) a
hedge  of  the  foreign  currency  exposure  of a net  investment  in a  foreign
operation (a foreign currency  hedge),  will determine when the gains and losses
on the  derivatives are reported in earnings and when they are to be reported as
a component of other  comprehensive  income.  The impact of compliance with this
Statement has not yet been determined by the Company.

      In March of 1998, the American  Institute of Certified Public  Accountants
(AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained for Internal Use." The Company adopted
the  provisions of the SOP in its financial  statements for the year ended March
31, 1999.  The SOP  requires the  capitalization  of certain  costs  incurred in
connection with developing or obtaining software for internal use. The impact of
the SOP was not material to the Company.

      In April of 1998,  the  AICPA  issued  SOP 98-5,  "Reporting  the Costs of
Start-Up  Activities,"  which requires  costs related to start-up  activities be
expensed as  incurred.  The Company  adopted  the  provisions  of the SOP in its
financial statements for the year ended March 31, 1999. The adoption of SOP 98-5
had no effect on the Company's reported earnings.


                                       27
<PAGE>



Item 7A.          Quantitive and Qualitative Disclosures About Market Risk
--------          --------------------------------------------------------

      Market risk is the potential  loss arising from adverse  changes in market
rates and  prices,  such as  interest  rates.  The Company is exposed to various
market risks,  including  commodity  prices for raw materials,  foreign currency
exchange rates, and primarily changes in interest rates. The Company has entered
into financial  instrument  transactions  which attempt to manage and reduce the
impact of changes in interest rates. The Company does not enter into derivatives
or other financial instruments for trading or speculative purposes.

      The Company's primary commodity risk is related to changes in the price of
steel. The Company controls this risk through negotiating  purchase contracts on
a  consolidated  basis and by attempting to build changes in raw material  costs
into the  selling  prices of its  products.  The  Company  does not  enter  into
financial instrument transactions related to raw material costs.

      Approximately  17% of the Company's  operations  consist of  manufacturing
plants and sales offices in foreign jurisdictions.  The Company manufactures its
products in the United States,  Canada,  Germany,  Denmark,  the United Kingdom,
Mexico,  France  and  China  and sells its  products  and  solutions  in over 50
countries  annually.  The Company's  results of operations  could be affected by
such factors as changes in foreign currency rates or weak economic conditions in
foreign  markets.  The Company's  operating  results are exposed to fluctuations
between the US dollar and the Canadian dollar, European currencies,  the Mexican
peso and the  Chinese  renminbi.  For  example,  when the US dollar  strengthens
against the Canadian  dollar,  the value of sales and net income  denominated in
Canadian dollars  decreases when translated into US dollars for inclusion in the
Company's  consolidated results. The Company also is exposed to foreign currency
fluctuations  in relation to purchases  denominated in foreign  currencies.  The
Company's  foreign  currency  risk is  mitigated  since the  majority of foreign
operations'  sales and the related expense  transactions  are denominated in the
same  currency.  In  addition,  the  majority  of export sale  transactions  are
denominated in US dollars. Accordingly, the Company currently does not invest in
derivative  instruments  such as foreign  exchange  contracts  to hedge  foreign
currency transactions.

      The Company  controls  risk related to changes in interest  rates  through
structuring  its debt  instruments  with a  combination  of fixed  and  variable
interest  rates  and  by   periodically   entering  into  financial   instrument
transactions.  At March 31, 1999, approximately 49% of the Company's outstanding
debt has fixed  interest  rates.  At that date,  the Company  has  approximately
$217.2 million of variable rate  non-current  debt and has an interest rate swap
with a notional  amount of $3.5 million  maturing in July 2000 based on LIBOR at
5.9025%, plus the applicable margin based on the Company's leverage ratio. Under
this agreement,  the Company makes or receives  payments equal to the difference
between fixed and variable  interest rate  payments on the notional  amount.  In
addition,  the Company also has a LIBOR-based interest rate cap on $49.5 million
of debt,  maturing in December 1999 at 10%. A 1%  fluctuation  in interest rates
would change future  interest  expense on the $213.7 million of debt that is not
covered by the swap agreement by approximately $2.1 million.


                                       28
<PAGE>


Item 8.           Financial Statements and Supplementary Data.
-------           --------------------------------------------


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Columbus McKinnon Corporation

Audited Consolidated Financial Statements as of March 31, 1999:
     Report of Independent Auditors.................................        F-2
     Consolidated Balance Sheets....................................        F-4
     Consolidated Statements of Income..............................        F-5
     Consolidated Statements of Shareholders' Equity................        F-6
     Consolidated Statements of Cash Flows..........................        F-7
     Notes to Consolidated Financial Statements.....................        F-8


                                      F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



Board of Directors
Columbus McKinnon Corporation

     We have audited the  accompanying  consolidated  balance sheets of Columbus
McKinnon Corporation as of March 31, 1999 and 1998, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended March 31, 1999.  Our audits also include the financial
statement schedule listed in the Index at Item 14(a). These financial statements
and  schedule  are  the   responsibility  of  the  Company's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule  based  on our  audits.  The  consolidated  financial  statements  give
retroactive  effect  to the  merger  of  Columbus  McKinnon  Corporation  and GL
International,  Inc.,  which has been accounted for as a pooling of interests as
described in Note 1 to the consolidated  financial statements.  We did not audit
the balance sheet of GL International, Inc. as of March 31, 1998, or the related
statements  of income and cash flows for the year then ended,  which  statements
reflect total assets of  $27,921,000 as of March 31, 1998, and total revenues of
$59,860,000 for the year ended March 31, 1998.  Those statements were audited by
other auditors  whose report has been furnished to us, and our opinion,  insofar
as it relates to the amounts  included for GL  International,  Inc. for 1998, is
solely based on the report of such other auditors.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  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 and the report of other auditors provide a reasonable
basis for our opinion.

     In our opinion,  based on our audits and the report of other auditors,  the
financial statements referred to above present fairly, in all material respects,
the consolidated  financial  position of Columbus McKinnon  Corporation at March
31, 1999 and 1998, and the  consolidated  results of its operations and its cash
flows  for each of the three  years in the  period  ended  March  31,  1999,  in
conformity with generally accepted accounting principles.  Also, in our opinion,
the  financial  statement  schedule,  when  considered  in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.



                                               /s/ Ernst & Young LLP

Buffalo, New York
May 17, 1999



                                      F-2
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
GL International, Inc.:

     We have audited the consolidated  balance sheet of GL  International,  Inc.
and subsidiaries as of March 31,  1998, and the related consolidated  statements
of income and cash flows for the year then  ended  (none of which are  presented
herein).  These  financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in  all  material  respects,  the  financial  position  of  GL
International, Inc. and subsidiaries at March 31, 1998, and the results of their
operations  and their cash flows for the year then  ended,  in  conformity  with
generally accepted accounting principles.




                                               /s/ DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
August 24, 1998








                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                          COLUMBUS McKINNON CORPORATION

                           CONSOLIDATED BALANCE SHEETS


                                                                                        March 31,
                                                                                        ---------
                                                                                    1999         1998
                                                                                    ----         ----
                                                                                     (In thousands)
                                     ASSETS
Current assets:
<S>                                                                            <C>          <C>
     Cash and cash equivalents .............................................   $   6,867    $  22,861
     Trade accounts receivable, less allowance for doubtful accounts ($2,271
       and $2,511 respectively) ............................................     136,988      124,637
     Unbilled revenues .....................................................       9,821       19,634
     Inventories ...........................................................     115,979      115,126
     Net assets held for sale ..............................................       8,214       10,396
     Prepaid expenses ......................................................       8,160       10,407
                                                                                   -----       ------
Total current assets .......................................................     286,029      303,061
Net property, plant, and equipment .........................................      90,004       87,662
Goodwill and other intangibles, net ........................................     357,727      368,946
Marketable securities ......................................................      19,355       16,665
Deferred taxes on income ...................................................       5,627        7,045
Other assets ...............................................................       8,169        5,483
                                                                                   -----        -----
Total assets ...............................................................   $ 766,911    $ 788,862
                                                                               =========    =========
                            LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Notes payable to banks ................................................   $   4,590    $   5,184
     Trade accounts payable ................................................      54,651       58,639
     Excess billings .......................................................       5,058        4,653
     Accrued liabilities ...................................................      54,331       44,405
     Current portion of long-term debt .....................................       1,926        2,180
                                                                                   -----        -----
Total current liabilities ..................................................     120,556      115,061
Senior debt, less current portion ..........................................     222,165      256,929
Subordinated debt ..........................................................     199,521      199,468
Other non-current liabilities ..............................................      35,995       46,458
                                                                                  ------       ------
Total liabilities ..........................................................     578,237      617,916
                                                                                 =======      =======
Shareholders' equity:
     Class A voting common stock; 50,000,000 shares authorized; 14,663,697 .
       and 14,652,972 shares issued ........................................         146          146
     Additional paid-in capital ............................................     102,313      100,425
     Retained earnings .....................................................     100,455       76,744
     ESOP debt guarantee; 708,382 and 325,092 shares .......................      (9,865)      (3,203)
     Unearned restricted stock; 152,775 and 134,550 shares .................      (1,009)        (538)
     Accumulated other comprehensive loss ..................................      (3,366)      (2,628)
Total shareholders' equity .................................................     188,674      170,946
                                                                                 -------      -------
Total liabilities and shareholders' equity .................................   $ 766,911    $ 788,862
                                                                               =========    =========
</TABLE>

                             See accompanying notes.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                                     COLUMBUS McKINNON CORPORATION

                                                   CONSOLIDATED STATEMENTS OF INCOME


                                                                    Year Ended March 31,
                                                                    --------------------
                                                               1999         1998         1997
                                                               ----         ----         ----
                                                                      (In thousands,
                                                                   except per share data)
<S>                                                        <C>          <C>          <C>
Net sales ..............................................   $ 735,445    $ 561,823    $ 359,424
Cost of products sold ..................................     542,975      401,669      251,987
                                                             -------      -------      -------
Gross profit ...........................................     192,470      160,154      107,437
Selling expenses .......................................      52,059       46,578       32,550
General and administrative expenses ....................      39,850       33,361       24,636
Amortization of intangibles ............................      15,479       10,297        5,197
                                                              ------       ------        -----
                                                             107,388       90,236       62,383
                                                             -------       ------       ------
Income from operations .................................      85,082       69,918       45,054
Interest and debt expense ..............................      35,923       25,104       11,930
Interest and other income ..............................       1,565        1,940        1,168
                                                               -----        -----        -----
Income before income taxes, minority interest and
   extraordinary charge ................................      50,724       46,754       34,292
Income tax expense .....................................      23,288       22,776       15,617
                                                              ------       ------       ------
Income before minority interest and extraordinary charge
                                                              27,436       23,978       18,675
Minority interest ......................................          -           -         (323)
                                                              ------       ------       ------
Income before extraordinary charge .....................      27,436       23,978       18,352
Extraordinary charge for early debt extinguishment .....          -       (4,520)      (3,198)
                                                              ------       ------       ------
Net income .............................................   $  27,436    $  19,458    $  15,154
                                                           =========    =========    =========

Earnings per share data, basic:
     Income before extraordinary charge for
          debt extinguishment ..........................   $    1.94    $    1.69    $    1.39
     Extraordinary charge for debt extinguishment ......          -        (0.32)       (0.24)
                                                            --------     --------     --------
     Net income ........................................   $    1.94    $    1.37    $    1.15
                                                            ========     ========     ========
Earnings per share data, diluted:
     Income before extraordinary charge for
          debt extinguishment ..........................   $    1.92    $    1.66    $    1.39
     Extraordinary charge for debt extinguishment ......          -        (0.31)       (0.24)
                                                            --------     --------     --------
     Net income ........................................   $    1.92    $    1.35    $    1.15
                                                            ========     ========     ========


</TABLE>








                             See accompanying notes.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                                                   COLUMBUS McKINNON CORPORATION

                                            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                            (In thousands, except share and per share data)

                                       Common     Addi-                                          Accumulated
                                       Stock      tional                   ESOP      Unearned       Other          Total
                                       ($.01     Paid-in     Retained      Debt     Restricted  Comprehensive   Shareholders'
                                     par value)  Capital     Earnings    Guarantee     Stock     Income (Loss)     Equity
                                     ----------  -------     --------    ---------     -----     -------------     ------
<S>                                      <C>    <C>          <C>         <C>         <C>            <C>         <C>
Balance at March 31, 1996..........      $ 137  $ 94,283     $ 49,386    $ (5,238)   $   (836)      $   (110)   $  137,622
Comprehensive income:
Net income 1997....................          -         -       15,154           -           -              -        15,154
Change in foreign currency
  translation adjustment...........          -         -            -           -           -         (1,309)       (1,309)
Net unrealized gain on investments.          -         -            -           -           -            318           318
Change in minimum pension
  liability adjustment.............          -         -            -           -           -           (111)         (111)
                                                                                                                      -----
Total comprehensive income.........          -         -            -           -           -              -        14,052
Earned 105,601 ESOP shares.........          -       665            -       1,037           -              -         1,702
Restricted common stock granted,
19,800   shares; net of 3,111                -       289            -           -        (280)             -             9
shares canceled....................
Earned portion of restricted stock.          -        17            -           -         295              -           312
Common dividends declared
  $0.27 per share..................          -         -       (3,541)          -           -              -        (3,541)
                                           ---    ------       ------       -----         ---          -----       -------
Balance at March 31, 1997..........        137    95,254       60,999      (4,201)       (821)        (1,212)      150,156
Issued 897,114 common shares.......          9     3,881            -           -                          -         3,890
Comprehensive income:
Net income 1998....................          -         -       19,458           -           -              -        19,458
Change in foreign currency
  translation adjustment...........          -         -            -           -           -         (1,527)       (1,527)
Net unrealized gain on investments.          -         -            -           -           -            558           558
Change in minimum pension
  liability adjustment.............          -         -            -           -           -           (447)         (447)
                                                                                                                      -----
Total comprehensive income.........          -         -            -           -           -              -        18,042
Earned 101,416 ESOP shares.........          -     1,270            -         998           -              -         2,268
Earned portion of restricted stock.          -        20            -           -         283              -           303
Common dividends declared
  $0.28 per share..................          -         -       (3,713)          -           -              -        (3,713)
                                           ---   -------       ------       -----         ---          -----       -------
Balance at March 31, 1998..........      $ 146 $ 100,425     $ 76,744    $ (3,203)     $ (538)      $ (2,628)    $ 170,946
Comprehensive income:
Net income 1999....................          -         -       27,436           -           -              -        27,436
Change in foreign currency
  translation adjustment...........          -         -            -           -           -         (1,399)       (1,399)
Net unrealized gain on investments.          -         -            -           -           -            714           714
Change in minimum pension
  liability adjustment.............          -         -            -           -           -            (53)          (53)
                                                                                                                       ----
Total comprehensive income........           -         -            -           -           -              -        26,698
Earned 96,610 ESOP shares..........          -     1,108            -       1,020           -              -         2,128
Repurchase of 479,900 common shares
  by ESOP..........................          -         -            -      (7,682)          -              -        (7,682)
Restricted common stock granted,
19,500                                       -       780            -           -        (759)             -            21
  shares; net of 1,275 shares
canceled...........................
Earned portion of restricted stock.          -         -            -           -         288              -           288
Common dividends declared
  $0.28 per share..................          -         -       (3,725)          -           -              -        (3,725)
                                           ---   -------      -------       -----       -----          -----       -------
Balance at March 31, 1999..........      $ 146 $ 102,313    $ 100,455    $ (9,865)   $ (1,009)      $ (3,366)    $ 188,674
                                         ===== =========    =========    ========    ========       ========     =========

</TABLE>

                             See accompanying notes.

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                                                     COLUMBUS McKINNON CORPORATION
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                             Year ended March 31,
                                                                                             --------------------
                                                                                        1999         1998          1997
                                                                                        ----         ----          ----
                                                                                                (In thousands)
Operating activities:
<S>                                                                                   <C>         <C>            <C>
Net income........................................................................    $27,436     $ 19,458       $15,154
Adjustments to reconcile net income to net cash provided by
operating activities:
     Extraordinary charge for early debt extinguishment...........................         -        4,520         3,198
     Minority interest............................................................         -           -           323
     Depreciation and amortization................................................     27,256       19,896        11,285
     Deferred income taxes........................................................     (2,235)          55         4,816
     Other........................................................................        624           -            15
     Changes in operating assets and liabilities net of effects from
        businesses purchased:
          Trade accounts receivable and unbilled revenues.........................         37       (8,224)       (3,320)
          Inventories.............................................................       (865)      (5,454)       (2,177)
          Prepaid expenses........................................................      1,952        4,008        (1,721)
          Other assets............................................................        (96)       2,135          (949)
          Trade accounts payable and excess billings..............................     (5,940)        (646)         (586)
          Accrued and non-current liabilities.....................................      9,324        2,672         2,848
Net cash provided by operating activities.........................................     57,493       38,420        28,886
Investing activities:
Purchase of marketable securities, net............................................     (1,976)      (2,517)       (2,098)
Capital expenditures..............................................................    (12,992)     (11,406)       (9,392)
Proceeds from sale of business....................................................      8,801            -           -
Purchase of businesses, net of cash acquired......................................    (19,958)    (175,686)     (203,577)
Net assets held for sale..........................................................      2,182        4,575          (784)
Net cash used in investing activities.............................................    (23,943)    (185,034)     (215,851)
Financing activities:
Proceeds from issuance of common stock, net.......................................         -        1,914           -
Net (payments) borrowings under revolving line-of-credit agreements...............    (28,194)     159,101        75,293
Repayment of debt.................................................................     (8,179)    (198,251)      (78,528)
Proceeds from issuance of long-term debt, net.....................................         -      203,357       206,000
Deferred financing costs incurred.................................................     (1,272)      (1,313)      (10,000)
Dividends paid ...................................................................     (3,725)      (3,713)       (4,390)
Repurchase of stock by ESOP.......................................................     (7,682)          -           -
Change in ESOP debt guarantee.....................................................      1,020          998        (1,596)
Net cash (used in) provided by financing activities...............................    (48,032)     162,093       186,779
Effect of exchange rate changes on cash...........................................     (1,512)      (1,525)       (1,078)
Net change in cash and cash equivalents...........................................    (15,994)      13,954        (1,264)
Cash and cash equivalents at beginning of year....................................     22,861        8,907        10,171
Cash and cash equivalents at end of year..........................................     $6,867     $ 22,861       $ 8,907
Supplementary cash flows data:
     Interest paid................................................................    $27,595     $ 26,553       $ 8,683
     Income taxes paid............................................................    $22,829     $ 15,040      $ 14,993
</TABLE>

                             See accompanying notes.

                                      F-7
<PAGE>

                          COLUMBUS McKINNON CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Description of Business and Business Acquisitions

     Columbus  McKinnon  Corporation  (the  Company)  is  a  leading  broad-line
designer,  manufacturer and supplier of sophisticated material handling products
and  integrated  material  handling  solutions  that are widely  distributed  to
industrial,  automotive,  and consumer markets worldwide. The Company's material
handling  products are sold,  domestically and  internationally,  principally to
third party distributors in commercial and consumer distribution  channels.  The
Company's  integrated material handling solutions businesses primarily deal with
end users,  both  domestically  and  internationally  (primarily  Europe) in the
automotive  and industrial  markets.  During fiscal 1999,  approximately  74% of
sales were to customers in the United States.

     On March 1, 1999, GL International,  Inc. ("GL"),  was merged with and into
the Company through the issuance of 897,114 shares of newly issued Company stock
and  options to  purchase  154,848  shares of  Company  stock for all issued and
outstanding  stock and options of GL. GL is a full-service  designer and builder
of industrial overhead bridge and jib cranes and related components.  The merger
was accounted for as a pooling of interests and, accordingly,  the 1999 and 1998
consolidated  financial statements have been restated to include the accounts of
GL from the date of GL's formation,  April 1, 1997. The fair market value of the
stock and options exchanged was approximately  $20.6 million. In connection with
the merger,  the Company  incurred  $560,000 of merger  related costs which were
charged to  operations  during the year ended March 31, 1999.  Net sales and net
income of the separate  companies  for the periods  preceding the merger were as
follows:
<TABLE>
<CAPTION>

                                                    Nine Months Ended          Year Ended
                                                    December 27,1998         March 31, 1998
                                                    -----------------        --------------
                                                                (In thousands)
Net sales:
<S>                                                  <C>                          <C>
     Columbus McKinnon, as reported.............     $   510,865             $   510,731
     GL International, Inc......................          51,558                  59,860
     Intercompany eliminations..................         (5,455)                  (8,768)
                                                         -------                 -------
     Combined...................................     $   556,968             $   561,823
                                                         =======                 =======

Net income:
     Columbus McKinnon, as reported.............     $    16,865             $    18,901
     GL International, Inc......................           1,736                   1,140
     Intercompany eliminations..................             142                    (583)
                                                          ------                  ------
     Combined...................................     $    18,743             $    19,458
                                                          ======                  ======
</TABLE>

     On January 29, 1999, the Company  acquired all of the outstanding  stock of
Camlok  Lifting  Clamps  Limited  ("Camlok")  and the net  assets of the  Tigrip
product line  ("Tigrip")  from  Schmidt-Krantz  & Co. GmbH for $10.6  million in
cash. The acquisition  was accounted for as a purchase and was financed  through
cash,  a  revolving  credit  facility,  and  a  $4  million  term  note.  Camlok
manufactures  plate clamps,  crane weighers and related products and is based in
Chester, England, while the Tigrip line of standard and specialized plate clamps
is  produced  in  Germany.   The  consolidated   statement  of  income  and  the
consolidated  statement  of cash flows for the year ended March 31, 1999 include
Camlok and Tigrip  activity  since their  January 29,  1999  acquisition  by the
Company.

                                      F-8
<PAGE>

1.   Description of Business and Business Acquisitions (continued)

     On December 4, 1998, the Company  acquired all of the outstanding  stock of
Societe   D'Exploitation  des  Raccords  Gautier  ("Gautier"),   a  French-based
manufacturer of industrial components. The total cost of the acquisition,  which
was  accounted  for  as a  purchase,  was  approximately  $3  million  in  cash,
consisting of $2.4 million  financed by proceeds  from the  Company's  revolving
debt facility and the assumption of certain debt. The consolidated  statement of
income and the consolidated statement of cash flows for the year ended March 31,
1999 include  Gautier  activity  since its December 4, 1998  acquisition  by the
Company.

     On August 21, 1998 the Company  acquired the net assets of Abell-Howe Crane
division  ("Abell-Howe") of Abell-Howe Company, a regional  manufacturer of jib,
gantry,  and  bridge  cranes.  The  total  cost of the  acquisition,  which  was
accounted for as a purchase,  was  approximately  $7 million of cash,  which was
financed  by  proceeds  from  the  Company's   revolving  debt   facility.   The
consolidated  statement of income and the  consolidated  statement of cash flows
for the year ended March 31, 1999 include  Abell-Howe  activity since its August
21, 1998 acquisition by the Company.

     On August 7, 1998 the Company  sold its  Mechanical  Products  division,  a
producer  of  circuit  controls  and  protection  devices,  for  $11.5  million,
consisting  of $9.1  million  in cash and a $2.4  million  note  receivable,  to
Mechanical  Products' senior management team. The selling price approximated the
net book value of the  division.  The  consolidated  statement of income and the
consolidated  statement  of cash flows for the year ended March 31, 1999 include
Mechanical Products activity through its August 7, 1998 sale by the Company.

     On March 31, 1998,  the Company  acquired all of the  outstanding  stock of
LICO, Inc.  ("LICO"),  a leading designer,  manufacturer and installer of custom
conveyor and automated  material  handling systems  primarily for the automotive
industry.  The  total  cost of the  acquisition,  which was  accounted  for as a
purchase, was approximately $155 million of cash, which was financed by proceeds
from the Company's  revolving credit facility and a private  placement of senior
subordinated  notes,  both of which also closed  effective  March 31, 1998.  The
consolidated  statement of income and the  consolidated  statement of cash flows
for the year ended March 31, 1998 do not include any LICO activity.

     On January 7, 1998, the Company  acquired all of the  outstanding  stock of
Univeyor  A/S   ("Univeyor"),   a  Denmark-based   designer,   manufacturer  and
distributor of automated  material  handling systems for the industrial  market,
and has accounted for the acquisition as a purchase. The cost of the acquisition
was  approximately  $15  million  of cash plus  certain  debt,  financed  by the
Company's revolving debt facility.  The consolidated statement of income and the
consolidated  statement  of cash flows for the year ended March 31, 1998 include
Univeyor activity since its January 7, 1998 acquisition by the Company.

     On  October  17,  1996,  through  a  tender  offer,  the  Company  acquired
approximately  72% of the  outstanding  stock (on a diluted  basis) of Spreckels
Industries,  Inc.,  now known as Yale  Industrial  Products,  Inc.  ("Yale"),  a
manufacturer of a wide range of industrial products,  including hoists,  scissor
lift tables, mechanical jacks, rotating joints, actuators and circuit protection
devices.  On January 3, 1997 the  Company  acquired  the  remaining  outstanding
shares, effected a merger, and accounted for the acquisition as a purchase.

                                      F-9
<PAGE>

1.   Description of Business and Business Acquisitions (continued)

The total cost of the acquisition was approximately $270 million,  consisting of
$200  million of cash and $70 million of acquired  Yale debt.  The  consolidated
statement  of income and the  consolidated  statement of cash flows for the year
ended  March  31,  1997  include  Yale  activity  since  its  October  17,  1996
acquisition by the Company. The minority interest share of Yale's earnings since
acquisition  through  January  3, 1997 has been  appropriately  segregated  from
consolidated net income for the year ended March 31, 1997.

     Included  with the Yale  acquired  assets were real estate  properties  and
equipment retained from Yale's April 19, 1996 sale of two of its subsidiaries in
unrelated  businesses.  Certain assets were sold during fiscal 1998 and 1999 and
the remaining  assets held for sale are expected to be sold in fiscal 2000. They
have been recorded at their estimated  realizable  values net of disposal costs,
separately  reflected  on  the  consolidated  balance  sheet  and  amounting  to
$8,214,000 and $10,396,000 as of March 31, 1999 and 1998, respectively.

     On December 19, 1996, the Company acquired all of the outstanding  stock of
Lister Bolt & Chain Ltd. and of Lister Chain & Forge,  Inc.  (together  known as
"Lister"),  a  chain  and  forgings  manufacturer,  and  has  accounted  for the
acquisition as a purchase.  The total cost of the acquisition was  approximately
$7 million of cash, which was financed by the Company's revolving debt facility.
The  consolidated  statement  of income and the  consolidated  statement of cash
flows for the year  ended  March 31,  1997  include  Lister  activity  since its
December 19, 1996 acquisition by the Company.

     The following  table presents pro forma summary  information,  which is not
covered by the report of  independent  auditors,  for the years  ended March 31,
1999 and 1998, as if the Abell-Howe, LICO, and Univeyor acquisitions and related
borrowings and also the private placement of senior  subordinated  notes and the
sale of  Mechanical  Products,  had  occurred  as of April 1, 1997  which is the
beginning  of  fiscal  1998.   The  pro  forma   information   is  provided  for
informational  purposes only. It is based on historical information and does not
necessarily  reflect  the actual  results  that would  have  occurred  nor is it
necessarily   indicative  of  future  results  of  operations  of  the  combined
enterprise:
<TABLE>
<CAPTION>

                                                                                                   Year Ended March 31,
                                                                                                   --------------------
                                                                                                   1999            1998
                                                                                                   ----            ----
                                                                                                     (In thousands,
                                                                                                 except per share data)
     Pro forma:
<S>                                                                                             <C>            <C>
          Net sales.....................................................................        $732,143       $735,525
          Income from operations........................................................          84,702         81,963
          Income before extraordinary charge............................................          27,355         24,354
          Net income....................................................................          27,355         19,834
            Earnings per share, basic:
              Income before extraordinary charge........................................          $ 1.93         $ 1.71
              Extraordinary charge......................................................             -           (0.32)
                                                                                                  ------         ------
              Net income................................................................          $ 1.93         $ 1.39
                                                                                                  ======         ======
            Earnings per share, diluted:
              Income before extraordinary charge........................................          $ 1.91         $ 1.69
              Extraordinary charge......................................................             -           (0.32)
                                                                                                  ------         ------
               Net income...............................................................          $ 1.91         $ 1.37
                                                                                                  ======         ======
</TABLE>
                                      F-10
<PAGE>

2. Accounting Principles and Practices

   Consolidation

     These consolidated financial statements include the accounts of the Company
and its domestic and foreign subsidiaries; all significant intercompany accounts
and transactions have been eliminated.

   Foreign Currency Translations

     The Company translates  foreign currency financial  statements as described
in Financial  Accounting Standards (FAS) No. 52. Under this method, all items of
income and expense are  translated at average  exchange  rates for the year. All
assets and  liabilities are translated at the year-end  exchange rate.  Gains or
losses on translations are recorded in accumulated  other  comprehensive  income
(loss) in the shareholders' equity section of the balance sheet.

   Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements.  Estimates also affect the reported amounts of revenue and expenses.
Actual results could differ from those estimates.

   Revenue Recognition and Concentration of Credit Risk

     Sales are  recorded  when  products  are shipped to a  customer,  except as
described  below.  The  Company  performs  ongoing  credit  evaluations  of  its
customers'  financial  condition,  but generally does not require  collateral to
support  customer  receivables.  The credit risk is  controlled  through  credit
approvals,   limits  and  monitoring  procedures.  The  Company  established  an
allowance for doubtful  accounts based upon factors  surrounding the credit risk
of specific customers, historical trends and other factors.

     LICO and Univeyor  recognize  contract  revenues  under the  percentage  of
completion  method,  measured  by  comparing  direct  costs  incurred  to  total
estimated direct costs. Changes in job performance, job conditions and estimated
profitability,  including  those arising from final  contract  settlements,  may
result in  revisions  to costs and  income and are  recognized  in the period in
which the revisions are  determined.  In the event that a loss is anticipated on
an uncompleted  contract, a provision for the estimated loss is made at the time
it is determined.  Billings on contracts may precede or lag revenues earned, and
such  differences  are  reported  in the  balance  sheet as current  liabilities
(excess billings) and current assets (unbilled revenues), respectively.

     As of March 31,  1999,  approximately  $26 million ($26 million in 1998) of
trade accounts receivable was concentrated in the automotive industry, including
retainages amounting to $9,061,000 ($7,870,000 in 1998). The accounts receivable
included $22,007,000  ($13,840,000 in 1998) due from General Motors Corporation.
This one customer accounted for $96,663,000 or 13% of consolidated net sales and
is included  within the Solutions - Automotive  segment for the year ended March
31, 1999.

                                      F-11
<PAGE>

2. Accounting Principles and Practices (continued)

   Concentrations of Labor

     Approximately  36% of the  Company's  employees are  represented  by twelve
separate domestic and Canadian collective  bargaining agreements which terminate
at various times between September 26, 1999 and April 30, 2003. Approximately 3%
of the labor  force is covered by  collective  bargaining  agreements  that will
expire within one year. In addition,  the Company hires union production workers
for field installation under its material handling systems contracts.

   Cash and Cash Equivalents

     The Company  considers as cash  equivalents  all highly liquid  investments
with an original maturity of three months or less.

   Inventories

     Inventories  are  valued  at  the  lower  of  cost  or  market.   Costs  of
approximately 49% of inventories at March 31, 1999 and 1998 have been determined
using the LIFO (last-in, first-out) method. Costs of other inventories have been
determined  using the FIFO  (first-in,  first-out) or average cost method.  FIFO
cost approximates replacement cost.

   Property, Plant, and Equipment

     Property,   plant,  and  equipment  are  stated  at  cost  and  depreciated
principally  using the  straight-line  method  over their  respective  estimated
useful lives  (buildings and building  equipment-15  to 40 years;  machinery and
equipment-3  to 18 years).  When  depreciable  assets are retired,  or otherwise
disposed of, the cost and related accumulated  depreciation are removed from the
accounts and any resulting gain or loss is reflected in operating results.

   Goodwill

     It is the  Company's  policy to account for goodwill  and other  intangible
assets at the lower of  amortized  cost or fair value based on  discounted  cash
flows,  if  indicators  of impairment  exist.  As a result of the Yale,  Lister,
Univeyor, LICO, Abell-Howe, Gautier, Camlok and Tigrip acquisitions, the Company
recorded  approximately $200 million, $2 million,  $9 million,  $123 million, $3
million, $1 million,  and $6 million of goodwill,  respectively,  which is being
amortized on a  straight-line  basis over twenty five years.  As a result of the
sale of Mechanical  Products,  the Company reduced  goodwill by approximately $8
million. At March 31, 1999 and 1998 accumulated amortization was $29,864,000 and
$14,979,000, respectively.


                                      F-12
<PAGE>

2. Accounting Principles and Practices (continued)

   Marketable Securities

     All of the Company's  investments,  which consist of equity  securities and
corporate   and    governmental    obligations,    have   been   classified   as
available-for-sale  securities  and are therefore  recorded at their fair values
with the unrealized gains and losses,  net of tax, reported in accumulated other
comprehensive income (loss) within shareholders' equity. Estimated fair value is
based on published trading values at the balance sheet dates. The amortized cost
of debt  securities  is adjusted for  amortization  of premiums and accretion of
discounts  to  maturity.  The cost of  securities  sold is based on the specific
identification method. Interest and dividend income are included in interest and
other income on the consolidated statements of income.

     The marketable  securities  are carried as long-term  assets since they are
retained for the settlement of a portion of the Company's  general liability and
products liability insurance claims filed through CM Insurance Company,  Inc., a
wholly owned captive insurance subsidiary.

   Fair Value of Financial Instruments

     The fair value of interest rate swap and cap  agreements is the amount that
the Company would receive or pay to terminate  the  agreements,  based on quoted
market prices and considering current interest rates and remaining maturities.

   Research and Development

     Research and development costs as defined in FAS No. 2, for the years ended
March  31,  1999,  1998 and 1997 were  $1,663,000,  $1,497,000  and  $1,283,000,
respectively.


3. Unbilled Revenues and Excess Billings

<TABLE>
<CAPTION>
                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    1999          1998
                                                                                                    ----          ----
                                                                                                      (In thousands)
<S>                                                                                             <C>           <C>
     Costs incurred on uncompleted contracts............................................        $ 255,706     $ 194,359
     Estimated earnings.................................................................           54,013        38,255
                                                                                                  -------       -------
     Revenues earned to date............................................................          309,719       232,614
     Less billings to date..............................................................          304,956       217,633
                                                                                                  -------       -------
                                                                                                  $ 4,763      $ 14,981
                                                                                                  =======      ========

     The net amounts above are included in the consolidated balance sheets under the following captions:

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    1999          1998
                                                                                                    ----          ----
                                                                                                       (In thousands)
     Unbilled revenues..................................................................           $9,821      $ 19,634
     Excess billings....................................................................           (5,058)       (4,653)
                                                                                                   -------     ---------
                                                                                                   $4,763      $ 14,981
                                                                                                   =======     =========

                                      F-13
<PAGE>

4.   Inventories

     Inventories consisted of the following:
                                                                                                         March 31,
                                                                                                         ---------
                                                                                                     1999         1998
                                                                                                     ----         ----
                                                                                                      (In thousands)
     At cost-FIFO basis:
          Raw materials...................................................................        $ 54,648      $57,103
          Work-in-process.................................................................          21,663       24,696
          Finished goods..................................................................          45,042       37,089
                                                                                                    ------       ------
                                                                                                   121,353      118,888
     LIFO cost less than FIFO cost........................................................          (5,374)      (3,762)
                                                                                                   -------      -------
     Net inventories......................................................................        $115,979     $115,126
                                                                                                  ========     ========
</TABLE>


5. Marketable Securities

     Marketable  securities  are retained for the settlement of a portion of the
Company's  general  liability  and  products  liability  insurance  claims filed
through CM Insurance  Company,  Inc.  (see Notes 2 and 13).  The  following is a
summary of available-for-sale securities at March 31, 1999:
<TABLE>
<CAPTION>

                                                                              Gross           Gross        Estimated
                                                                            Unrealized     Unrealized        Fair
                                                                Cost          Gains          Losses          Value
                                                                                  (In thousands)
<S>                                                               <C>              <C>               <C>       <C>
     Government securities.................................       $ 7,668          $ 203             $ 1       $ 7,870
     U. S. corporate securities............................           700             31               -           731
                                                                    -----          -----             ---         -----
          Total debt securities............................         8,368            234               1         8,601
     Equity securities.....................................         7,134          3,710              90        10,754
                                                                    -----          -----             ---        ------
                                                                  $15,502        $ 3,944            $ 91       $19,355
                                                                  =======        =======            ====       =======

     The following is a summary of available-for-sale securities at March 31, 1998:

                                                                              Gross           Gross        Estimated
                                                                            Unrealized     Unrealized        Fair
                                                                Cost          Gains          Losses          Value
                                                                                  (In thousands)
     Government securities.................................      $ 10,180          $ 285            $ 13      $ 10,452
     U. S. corporate securities............................         1,107             36               1         1,142
                                                                   ------          -----             ---        ------
          Total debt securities............................        11,287            321              14        11,594
     Equity securities.....................................         2,847          2,247              23         5,071
                                                                   ------          -----             ---        ------
                                                                  $14,134        $ 2,568            $ 37       $16,665
                                                                  =======        =======            ====       =======


</TABLE>
                                      F-14
<PAGE>


5. Marketable Securities (continued)

     The amortized cost and estimated  fair value of debt and equity  securities
at March 31, 1999, by contractual maturity, are shown below:
<TABLE>
<CAPTION>

                                                                                                             Estimated
                                                                                                                Fair
                                                                                                   Cost         Value
                                                                                                   ----         -----
                                                                                                      (In thousands)
<S>                                                                                              <C>           <C>
     Due in one year or less....................................................                 $ 4,688       $ 4,688
     Due after one year through three years.....................................                     100           107
     Due after three years......................................................                   3,580         3,806
                                                                                                   -----         -----
                                                                                                   8,368         8,601
     Equity securities..........................................................                   7,134        10,754
                                                                                                   -----        ------
                                                                                                 $15,502       $19,355
                                                                                                 =======       =======

     Net  unrealized  gains included in the balance sheet amounted to $3,853,000
and  $2,531,000 at March 31, 1999 and 1998,  respectively.  The amounts,  net of
related  income  taxes of  $1,541,000  and  $933,000 at March 31, 1999 and 1998,
respectively,  are reflected as a component of accumulated  other  comprehensive
income (loss) within shareholders' equity.


6.   Property, Plant, and Equipment

     Consolidated property, plant, and equipment of the Company consisted of the
following:

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    1999         1998
                                                                                                    ----         ----
                                                                                                     (In thousands)
     Land and land improvements.........................................................          $ 4,592      $ 4,980
     Buildings..........................................................................           31,880       29,570
     Machinery, equipment, and leasehold improvements...................................           92,991       81,418
     Construction in progress...........................................................            2,589        3,162
                                                                                                   ------       ------
                                                                                                  132,052      119,130
     Less accumulated depreciation......................................................           42,048       31,468
                                                                                                   -----        ------
     Net property, plant, and equipment.................................................         $ 90,004      $87,662
                                                                                                 ========      =======


7.   Accrued Liabilities and Other Non-current Liabilities

     Consolidated accrued liabilities of the Company included the following:

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    1999         1998
                                                                                                    ----         ----
                                                                                                     (In thousands)
     Accrued payroll.....................................................................         $12,233      $17,228
     Accrued pension cost................................................................           4,508        5,195
     Interest payable....................................................................          10,394          499
     Income taxes payable................................................................          10,133        5,546
     Other accrued liabilities...........................................................          17,063       15,937
                                                                                                   ------       ------
                                                                                                  $54,331      $44,405
                                                                                                  =======      =======
                                      F-15
<PAGE>

7. Accrued Liabilities and Other Non-current Liabilities (continued)

     Consolidated other non-current liabilities of the Company included the following:

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    1999         1998
                                                                                                    ----         ----
                                                                                                     (In thousands)
     Accumulated postretirement benefit obligation.......................................         $15,379       $17,154
     Accrued general and product liability costs.........................................          11,416        11,688
     Other non-current liabilities.......................................................           9,200        17,616
                                                                                                    -----        ------
                                                                                                  $35,995       $46,458
                                                                                                  =======       =======
</TABLE>

8.   Long-Term Debt

     Consolidated  long-term  debt payable  to  banks (except as  noted) of  the
     Company consisted of the following:
<TABLE>
<CAPTION>

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    1999        1998
                                                                                                    ----        ----
                                                                                                     (In thousands)
<S>                                                    <C>
     Revolving Credit Facility with availability up to $300 million,due
       March 31, 2003 with interest payable at varying Eurodollar rates
       based on LIBOR plus a spread determined by the Company's
       leverage ratio, amounting to 112.5 basis points at March
       31, 1999 (6.09% and 6.85% at March 31, 1999 and 1998).............................        $212,400    $ 240,000
     Revolving credit facilities, term note, subordinated term loan, and
       mortgage note payable repaid and retired March 1999...............................              -       10,265
     Industrial Development Revenue Bonds payable annually at $625,000
       through 1999, $620,000 thereafter through 2001, $315,000 in 2002,
       and $52,000 in 2003 in quarterly sinking fund installments plus
       interest payable at varying effective rates (3.58% and 3.98% at
       March 31, 1999 and 1998)..........................................................           1,608        2,232
     Term loan of foreign subsidiary payable in two installments of
       $1,639,000 and $2,186,000, due on December 30, 2000 and
       December 30, 2001, respectively; interest payable monthly at
       4.255%............................................................................           3,825           -
     Employee Stock Ownership Plan term loans payable in quarterly
          installments of $148,000 through January 2002 and $1,099,000
            in April 2002 plus interest payable at a Eurodollar rate based on
            LIBOR plus a spread determined by the Company's leverage ratio
            (6.62% and 7.34% at March 31, 1999 and 1998).................................           3,173        3,765
     Other senior debt...................................................................           3,085        2,847
                                                                                                    -----        -----
     Total senior debt...................................................................         224,091      259,109
     8 1/2% Senior Subordinated Notes due March 31, 2008 with interest
       payable in semi-annual installments at 8.45% effective rate, recorded
       net of unamortized discount of $479,000 ($532,000 at March 31,
       1998).............................................................................
                                                                                                  199,521      199,468
                                                                                                  -------      -------
     Total...............................................................................         423,612      458,577
     Less current portion................................................................           1,926        2,180
                                                                                                    -----        -----
                                                                                                 $421,686     $456,397
                                                                                                 ========     ========
</TABLE>
                                      F-16
<PAGE>

8. Long-Term Debt (continued)

     On March 31, 1998, the Company entered into a new revolving credit facility
("1998  Revolving  Credit  Facility")  with a group of  financial  institutions.
Concurrently,  the  Company  issued $200  million of 8 1/2% Senior  Subordinated
Notes  ("the  1/2%  Notes")  due March  31,  2008.  Proceeds  from both the bank
refinancing  and the note offering were used to finance the acquisition of LICO,
and to repay the  outstanding  balances and retire the  Company's  then existing
Term Loan A, Term Loan B and revolving credit facility.

     The 1998 Revolving Credit Facility is secured by all equipment,  inventory,
receivables,  subsidiary  stock  (limited to 65% for foreign  subsidiaries)  and
intellectual  property.  The corresponding  credit agreement places certain debt
covenant  restrictions  on the Company  including,  but not limited to,  maximum
annual cash dividends of $10 million.  Upon  refinancing  its bank debt in 1998,
the Company wrote off unamortized  financing costs of $7,532,000 and recorded an
extraordinary charge of $4,520,000, which is net of $3,012,000 of tax.

     To manage its exposure to interest  rate  fluctuations,  the Company has an
interest  rate swap with a notional  amount of $3.5 million from January 2, 1999
through  July 2, 2000,  based on LIBOR at  5.9025%.  In order to comply with its
credit agreements, the Company also has a LIBOR-based interest rate cap on $49.5
million of debt through December 16, 1999 at 10%. Net payments or receipts under
the swap and cap agreements are recorded as adjustments to interest expense. The
carrying amount of the Company's debt instruments approximates the fair values.

     The  Industrial   Development  Revenue  Bonds  are  held  by  institutional
investors and are guaranteed by a bank letter of credit (IDRB letter of credit),
which is  collateralized  by the assets also securing the 1998 Revolving  Credit
Facility.  The  Employee  Stock  Ownership  Plan term  loans  (ESOP  loans)  are
guaranteed  by the Company and are  collateralized  by an  equivalent  number of
shares of Company common stock. The ESOP loans are not further collateralized.

     Provisions of the 8 1/2% Notes include, without limitation, restrictions of
liens,  indebtedness,  asset sales, and dividends and other restricted payments.
Prior to April 1,  2003,  the 8 1/2% Notes are  redeemable  at the option of the
Company,  in whole or in part, at the Make-Whole Price (as defined in the 8 1/2%
Notes  agreement).  On or after  April 1, 2003,  they are  redeemable  at prices
declining annually to 100% on and after April 1, 2006. In addition,  on or prior
to April 1, 2001, the Company may redeem up to 35% of the outstanding notes with
the proceeds of equity  offerings at a  redemption  price of 108.5%,  subject to
certain  restrictions.  In the event of a Change of Control  (as  defined in the
indenture  for such  notes),  each  holder of the 8 1/2% Notes may  require  the
Company  to  repurchase  all or a portion  of such  holder's  8 1/2%  Notes at a
purchase price equal to 101% of the principal  amount thereof.  The 8 1/2% Notes
are guaranteed by certain existing and future domestic  subsidiaries and are not
subject to any sinking fund requirements.

     The  principal  payments  scheduled  to be made as of March 31, 1999 on the
above debt, for the next five annual periods subsequent thereto,  are as follows
(in thousands):

                     2000...................................         $ 1,926
                     2001...................................           3,213
                     2002...................................           3,422
                     2003...................................         213,870
                     2004...................................             295

                                      F-17
<PAGE>

8. Long-Term Debt (continued)

     In December 1996,  the Company  tendered to purchase the  outstanding  Yale
Senior Secured Notes at a premium and redeemed  $69,480,000  of the  $70,000,000
face value which was outstanding.  The Company recorded an extraordinary  charge
of $5,331,000  ($3,198,000  net of taxes),  consisting  of redemption  premiums,
costs to exercise the tender offer,  and write-off of deferred  financing  costs
related to early retirement of debt. The debt  extinguishment  was funded by the
Company's revolving credit facility.  The remaining $520,000 was redeemed during
fiscal 1999.

     As of March 31, 1999, the Company had letters of credit outstanding of $3.6
million, including those issued as security for the IDRBs as referred to above.


9.   Retirement Plans

     The Company  provides  defined benefit pension plans to certain  employees.
The following provides a reconciliation of benefit obligations, plan assets, and
funded status of plans:
<TABLE>
<CAPTION>

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    1999        1998
                                                                                                    ----        ----
                                                                                                     (In thousands)
     Change in benefit obligation:
<S>                                                                                              <C>           <C>
          Benefit obligation at beginning of year........................................        $ 69,680      $62,093
          Benefit obligation of sold businesses..........................................          (9,590)           -
          Service cost...................................................................           3,151        3,244
          Interest cost..................................................................           4,489        4,787
          Effect of amendments...........................................................               -         (522)
          Actuarial loss.................................................................           5,866        3,476
          Benefits paid..................................................................          (2,975)      (3,398)
                                                                                                   ------       ------
           Benefit obligation at end of year.............................................        $ 70,621     $ 69,680
                                                                                                 ========     ========

     Change in plan assets:
          Fair value of plan assets at beginning of year.................................          69,203       54,844
          Assets of sold plans...........................................................         (10,348)           -
          Actual return on plan assets...................................................           7,015       13,706
          Employer contribution..........................................................           3,381        4,051
          Benefits paid..................................................................          (2,975)      (3,398)
                                                                                                   ------       ------
          Fair value of plan assets at end of year.......................................         $66,276      $69,203
                                                                                                  =======      =======

          Funded Status .................................................................        $ (4,345)     $  (477)
          Unrecognized transition obligation.............................................             (85)        (113)
          Unrecognized actuarial loss (gain).............................................           1,661       (3,037)
          Unrecognized prior service cost................................................           1,610          855
                                                                                                    -----          ---
          Net amount recognized..........................................................        $ (1,159)    $ (2,772)
                                                                                                 =========    =========
                                      F-18
<PAGE>


9.   Retirement Plans (continued)

     Amounts recognized in the consolidated balance sheets are as follows:

          Intangible asset...............................................................         $ 1,172       $  776
          Accrued liabilities............................................................         (4,066)      (5,195)
          Deferred tax effect of equity charge...........................................             694          659
          Accumulated other comprehensive income.........................................           1,041          988
          Net amount recognized..........................................................        $(1,159)     $(2,772)
</TABLE>

     Net periodic pension cost included the following components:
<TABLE>
<CAPTION>

                                                                                           Year Ended March 31,
                                                                                           --------------------
                                                                                        1999        1998        1997
                                                                                        ----        ----        ----
                                                                                               (In thousands)
<S>                                                                                    <C>         <C>         <C>
     Service costs-benefits earned during the period............................       $3,151      $3,244      $2,354
     Interest cost on projected benefit obligation..............................        4,489       4,787       2,744
     Expected return on plan assets.............................................       (5,124)     (6,670)     (2,966)
     Net amortization...........................................................          167       1,951         475
                                                                                          ---       -----         ---
     Net periodic pension cost..................................................       $2,683      $3,312      $2,607
                                                                                       ======      ======      ======
</TABLE>

     The aggregate  accumulated  benefit  obligation and aggregate fair value of
plan assets for the pension plans with accumulated benefit obligations in excess
of plan assets were $9,932,000 and $7,293,000, respectively as of March 31, 1999
and $11,311,000 and $9,090,000, respectively as of March 31, 1998.

     The   unrecognized   transition   obligation   is  being   amortized  on  a
straight-line  basis over 20 years.  Unrecognized gains and losses are amortized
on a  straight-line  basis over the average  remaining  service period of active
participants.

     The  weighted-average  discount  rate  used in  determining  the  actuarial
present value of the projected benefit  obligation of all of the defined benefit
plans was 7% and 7 1/2% as of March  31,  1999 and  1998,  respectively.  Future
average  compensation  increases  are assumed to be 4.0% and 4.3% per year as of
March 31, 1999 and 1998, respectively.  The weighted-average  expected long-term
rate of return on plan assets used in  determining  the expected  return on plan
assets  included  in net  periodic  pension  cost was 8 7/8% for the each of the
years ended March 31,  1999,  1998 and 1997.  Plan assets  consist of  equities,
corporate and government securities, and fixed income annuity contracts.

     The Company's  funding policy with respect to the defined  benefit  pension
plans is to  contribute  annually  at least the minimum  amount  required by the
Employee Retirement Income Security Act of 1974 (ERISA).

     The Company also sponsors defined contribution plans covering substantially
all   domestic   employees.   Participants   may  elect  to   contribute   basic
contributions.  Effective  April 1,  1998,  these  plans  provide  for  employer
contributions based primarily on employee participation.  The Company recorded a
charge for such contributions of approximately $1,410,000 during 1999.

                                      F-19
<PAGE>


10.  Employee Stock Ownership Plan (ESOP)

     The AICPA Statement of Position 93-6,  "Employers'  Accounting for Employee
Stock  Ownership  Plans" requires that  compensation  expense for ESOP shares be
measured  based on the fair value of those shares when  committed to be released
to employees, rather than based on their original cost. Also, dividends on those
ESOP shares that have not been  allocated  or  committed  to be released to ESOP
participants  are not  reflected  as a reduction of retained  earnings.  Rather,
since  those  dividends  are used for debt  service,  a charge  to  compensation
expense is recorded.  Furthermore,  ESOP shares that have not been  allocated or
committed  to be  released  are  not  considered  outstanding  for  purposes  of
calculating earnings per share.

     The  obligation  of the ESOP to repay  borrowings  incurred  previously  to
purchase shares of the Company's common stock is guaranteed by the Company;  the
unpaid  balance  of  such  borrowings,  therefore,  has  been  reflected  in the
accompanying  consolidated balance sheet as a liability. An amount equivalent to
the cost of the collateralized  common stock and representing  deferred employee
benefits has been recorded as a deduction from shareholders' equity.

     Substantially all of the Company's domestic non-union employees,  excluding
LICO, Abell-Howe and GL employees,  are participants in the ESOP.  Contributions
to the plan  result from the release of  collateralized  shares as debt  service
payments are made. Compensation expense amounting to $2,128,000,  $2,268,000 and
$1,704,000 in fiscal 1999, 1998 and 1997, respectively, is recorded based on the
guarantee  release of the ESOP shares at their fair market  value.  Dividends on
allocated  ESOP shares are recorded as a reduction of retained  earnings and are
applied toward debt service.

     During  fiscal  1999,  the ESOP  borrowed  $7,682,000  from the Company and
purchased 479,900 shares on the open market at an average cost of $16 per share.

     At  March  31,  1999  and  1998,   886,684  and  855,337  of  ESOP  shares,
respectively,  were  allocated or  available  to be  allocated to  participants'
accounts.  At March 31,  1999 and 1998,  708,382 and 325,092 of ESOP shares were
pledged as collateral to guarantee the ESOP term loans.

     The fair market value of unearned ESOP shares at March 31, 1999 amounted to
$14,256,000.


11. Postretirement Benefit Obligation

     The Company sponsors defined benefit  postretirement health care plans that
provide medical and life insurance  coverage to Yale domestic retirees and their
dependents.  Prior to the  acquisition  of Yale, the Company did not sponsor any
postretirement benefit plans. The Company pays the majority of the medical costs
for Yale  retirees  and their  spouses  who are under age 65. For  retirees  and
dependents of retirees who retired  prior to January 1, 1989,  and are age 65 or
over, the Company  contributes  100% toward the American  Association of Retired
Persons  ("AARP")  premium frozen at the 1992 level. For retirees and dependents
of retirees who retired after January 1, 1989, the Company  contributes  $35 per
month toward the AARP premium. The life insurance plan is noncontributory.

                                      F-20
<PAGE>

11.  Postretirement Benefit Obligation (continued)

     The  Company's  postretirement  health  benefit  plans are not  funded.  In
accordance  with FAS No. 132  "Employers'  Disclosures  about Pensions and Other
Postretirement  Benefits," the following sets forth a reconciliation  of benefit
obligations and the funded status
of the plan:
<TABLE>
<CAPTION>

                                                                                                      March 31,
                                                                                                      ---------
                                                                                                  1999        1998
                                                                                                  ----        ----
                                                                                                   (In thousands)
     Change in benefit obligation:
<S>                                                                                            <C>           <C>
          Benefit obligation at beginning of year.......................................       $ 16,509      $17,057
          Service cost..................................................................            257          348
          Interest cost.................................................................          1,061        1,203
          Effect of amendments..........................................................         (4,035)           -
          Actuarial loss (gain).........................................................          1,713         (645)
          Benefits paid.................................................................         (1,475)      (1,454)
          Curtailment effect............................................................         (1,618)           -
                                                                                                  -----           --
           Benefit obligation at end of year............................................       $ 12,412      $16,509
                                                                                               ========      =======

          Funded Status ................................................................       $(12,412)    $(16,509)
          Unrecognized actuarial loss (gain)............................................          1,068         (645)
          Unrecognized prior service gain...............................................         (4,035)           -
                                                                                                  -----           --
          Net amount recognized in other non-current liabilities........................       $(15,379)    $(17,154)
                                                                                               ========     ========
</TABLE>

     Net periodic  postretirement benefit cost included the following components
since the October 17, 1996 Yale acquisition:
<TABLE>
<CAPTION>

                                                                                           Year Ended March 31,
                                                                                           --------------------
                                                                                       1999         1998       1997
                                                                                       ----         ----       ----
                                                                                               (In thousands)
<S>                                                                                   <C>          <C>         <C>
     Service cost-benefits attributed to service during the period...........         $ 257        $ 348       $187
     Interest cost...........................................................         1,061        1,203        609
                                                                                      -----        -----        ---
          Net periodic postretirement benefit cost...........................        $1,318       $1,551       $796
                                                                                     ======       ======       ====
</TABLE>

     For measurement  purposes, a 6.5% annual rate of increase in the per capita
cost of  postretirement  medical  benefits  was assumed at the  beginning of the
period;  the rate was  assumed to  decrease  0.5% per year to 5.5% by 2001.  The
discount  rate  used  in  determining  the  accumulated  postretirement  benefit
obligation was 7% and 7 1/2% as of March 31, 1999 and 1998, respectively.

     Assumed  medical  claims  cost trend  rates  have an effect on the  amounts
reported  for the health care plans.  A  one-percentage  point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
                                                                             One Percentage        One Percentage
                                                                             Point Increase        Point Decrease
                                                                                       (In thousands)

<S>                                                                              <C>                <C>
          Effect on total of service and interest cost components.........       $  86               $  (79)
          Effect on postretirement obligation.............................         600                 (541)
</TABLE>

                                      F-21
<PAGE>

12. Earnings per Share and Stock Plans

   Earnings per Share

     In 1997 the  Financial  Accounting  Standards  Board  issued  Statement  of
Financial  Accounting Standards No. 128, "Earnings per Share" (FAS No. 128). FAS
No. 128 replaced the previously  reported primary and fully diluted earnings per
share with basic and diluted  earnings per share.  Unlike  primary  earnings per
share,  basic  earnings  per share  excludes  any  dilutive  effects of options,
warrants, and convertible securities. Diluted earnings per share is very similar
to the previously  reported fully diluted  earnings per share.  All earnings per
share amounts for all periods have been presented, and where necessary, restated
to conform to the FAS No. 128  requirements.  The following table sets forth the
computation of basic and diluted earnings per share before  extraordinary charge
for debt extinguishment:

<TABLE>
<CAPTION>
                                                                                            Year Ended March 31,
                                                                                            --------------------
                                                                                        1999        1998        1997
                                                                                        ----        ----        ----
<S>                                                                                   <C>         <C>         <C>
                                                                                            (In thousands)
     Numerator for basic and diluted earnings per share:
        Income before extraordinary charge.....................................       $27,436     $23,978     $18,352
                                                                                      =======     =======     =======
     Denominators:
        Weighted-average common stock outstanding-denominator
          for basic EPS........................................................        14,137      14,221      13,210
        Effect of dilutive employee stock options..............................           157         206           5
                                                                                          ---         ---          --
        Adjusted weighted-average common stock outstanding and
          assumed conversions-denominator for diluted EPS......................        14,294      14,427      13,215
                                                                                       ======      ======      ======
</TABLE>

     The  weighted-average  common  stock  outstanding  shown  above  is  net of
unallocated ESOP shares (see Note 10).

   Stock Plans

     The Company maintains two stock option plans, a Non-Qualified  Stock Option
Plan  ("Non-Qualified  Plan") and an  Incentive  Stock  Option Plan  ("Incentive
Plan").  Under the  Non-Qualified  Plan,  options may be granted to officers and
other key  employees  of the Company as well as to  non-employee  directors  and
advisors.  The Company has not granted any options under the Non-Qualified  Plan
and accordingly, at March 31, 1999, 250,000 shares were reserved for grant under
that plan.  Options granted under the Incentive Plan become  exercisable  over a
four-year  period at the rate of 25% per year  commencing one year from the date
of grant at an exercise  price of not less than 100% of the fair market value of
the common stock on the date of grant. Any option granted under this plan may be
exercised  not earlier  than one year and not later than ten years from the date
such option is granted.

                                      F-22
<PAGE>


12. Earnings per Share and Stock Plans (continued)

     A summary of Incentive  Plan option  transactions  during each of the three
fiscal years in the period ended March 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                                            Year Ended March 31,
                                                                                            --------------------
         Number of Shares                                                               1999         1998         1997
         ----------------                                                             ---------------------------------
<S>                                                                                   <C>          <C>          <C>
     Outstanding at beginning of year                                                 200,000      200,000            -
     Granted                                                                           31,000            -      200,000
     Canceled                                                                        (32,500)            -            -
     Exercised                                                                              -            -            -
                                                                                     ----------------------------------
     Outstanding at end of year                                                       198,500      200,000      200,000
                                                                                     ==================================

     Exercisable at end of year                                                        92,500       50,000            -
     Available for grant at end of year                                             1,051,500    1,050,000    1,050,000
     Price range of options outstanding                                         $15.50-$29.00       $15.50       $15.50
</TABLE>

     In conjunction with the March 1, 1999 merger of GL International, Inc. (see
Note 1),  outstanding  GL options which were  originally  issued in fiscal years
1999 and 1998 became  fully  vested and were  converted  into options to acquire
154,848  Company  shares at  prices of $4.34 to  $17.36.  Those  options  expire
approximately  three years after the date of their  original  issuance,  ranging
from September 30, 1999 through June 5, 2001.

     The Company has elected to follow  Accounting  Principles Board Opinion No.
25,  "Accounting  for Stock Issued to Employees"  (APB 25) in accounting for its
employee stock options  because,  as discussed below, the alternative fair value
accounting  provided  for  under  FAS  No.  123,   "Accounting  for  Stock-Based
Compensation,"  requires use of option  valuation models that were not developed
for use in valuing  employee stock  options.  Under APB 25, because the exercise
price of the Company's  employee  stock  options  equals the market price of the
underlying stock on the grant date, no compensation expense is recognized.

     Pro forma  information  regarding  net  income  and  earnings  per share is
required by FAS No. 123, and has been determined as if the Company had accounted
for its employee  stock options  under the fair value method of that  Statement.
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                                      F-23
<PAGE>



12. Earnings per Share and Stock Plans (continued)

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period. The fair value
for issued  options was  estimated  at the date of grant  using a  Black-Scholes
option  pricing  model  with  the  following  weighted-average  assumptions  and
yielding the following pro forma results:

<TABLE>
<CAPTION>
                                                                                       Year Ended March 31,
                                                                                       --------------------
                                                                                 1999           1998          1997
                                                                               ---------------------------------------
                                                                                (In thousands, except for assumptions
                                                                                     and earnings per share data)
     Assumptions:
<S>                                                                               <C>            <C>          <C>
         Risk-free interest rate                                                  5.5%           5.5%          5.5%
         Dividend yield - Incentive Plan                                         0.97%            -           1.80%
         Dividend yield - GL conversions                                         1.33%          1.33%           -
         Volatility factor                                                       0.200          0.245         0.245
         Expected life - Incentive Plan                                        4 years            -         4 years
         Expected life - GL conversions                                         1 year        3 years          ---
     Pro forma results:
         Net income                                                        $    26,314    $    18,946   $    15,127
         Earnings per share, basic                                                1.86           1.33          1.15
         Earnings per share, diluted                                              1.84           1.31          1.14
</TABLE>


     The Company  maintains a Restricted Stock Plan, under which the Company has
reserved  60,700  shares  at  March  31,  1999.  The  Company  charges  unearned
compensation,  a component  of  shareholders'  equity,  for the market  value of
shares,  as they're  issued.  It is then ratably  amortized  over the restricted
period. Grantees who remain continuously employed with the Company become vested
in their shares five years after the date of the grant.


13. Loss Contingencies

     General and  Product  Liability -  $10,392,000  of the accrued  general and
product liability costs which are included in other  non-current  liabilities at
March 31, 1999 ($9,688,000 at March 31, 1998) are the actuarial present value of
estimated  reserves  based  on  an  amount  determined  from  loss  reports  and
individual cases filed with the Company and an amount, based on past experience,
for  losses  incurred  but not  reported.  The  accrual  in  these  consolidated
financial  statements  was  determined  by applying a discount  factor  based on
interest rates  customarily  used in the insurance  industry,  between 6.76% and
8.12%, to the undiscounted  reserves of $13,897,000 and $12,685,000 at March 31,
1999 and  1998,  respectively.  This  liability  is  funded  by  investments  in
marketable securities (see Notes 2 and 5).

     Prior to its acquisition by the Company,  Yale was self-insured for product
liability  claims up to a maximum of  $500,000  per  occurrence  and  maintained
product liability insurance with a $100 million cap per occurrence.  The Company
was advised that a customer alleged that one of Yale's products was the cause of
a fire which occurred in January 1995 at a manufacturing facility,  resulting in
losses in excess of Yale's policy limits.  A formal  complaint was filed seeking
damages in excess of $500  million.  This claim was settled  during  fiscal 1999
within the Company's policy limits.


                                      F-24
<PAGE>

14.  Income Taxes

     The following is a reconciliation  of the difference  between the effective
tax rate and the statutory federal tax rate:

<TABLE>
<CAPTION>
                                                                                            Year Ended March 31,
                                                                                            --------------------
                                                                                       1999         1998          1997
                                                                                       ----         ----          ----
                                                                                               (In thousands)
<S>                                                                                  <C>          <C>           <C>
     Computed statutory provision..............................................      $17,753      $16,363       $12,002
     State income taxes net of federal benefit.................................        1,767        1,945         1,700
     Nondeductible goodwill amortization.......................................        4,540        2,870         1,961
     Foreign taxes greater than statutory provision............................          790          949           301
     Other.....................................................................      (1,562)          649          (347)
                                                                                      -----           ---           ---
     Actual tax provision......................................................      $23,288      $22,776       $15,617
                                                                                     =======      =======       =======

     The provision for income tax expense consisted of the following:
                                                                                            Year Ended March 31,
                                                                                            --------------------
                                                                                       1999         1998          1997
                                                                                       ----         ----          ----
                                                                                               (In thousands)
     Current income tax expense:
          Federal taxes........................................................      $18,775      $15,800         $8,399
          State taxes..........................................................        2,770        3,081          1,124
          Foreign..............................................................        3,978        3,840          1,278
     Deferred income tax (benefit) expense:
          Domestic.............................................................       (2,298)        (238)         4,736
          Foreign..............................................................           63          293             80
                                                                                          --          ---             --
                                                                                     $23,288      $22,776        $15,617
                                                                                     =======      =======        =======
</TABLE>

     The Company applies the liability  method of accounting for income taxes as
required by FAS Statement No. 109, "Accounting for Income Taxes."

     The gross  composition of the net current  deferred tax asset,  included in
prepaid expenses within the consolidated balance sheet, is as follows:

<TABLE>
<CAPTION>
                                                                                                       March 31,
                                                                                                       ---------
                                                                                                   1999         1998
                                                                                                   ----         ----
                                                                                                    (In thousands)
<S>                                                                                             <C>          <C>
     Inventory...........................................................................       $ (5,366)    $ (5,357)
     Accrued vacation and incentive costs................................................          1,596        1,724
     Other...............................................................................          5,945        4,463
                                                                                                   -----        -----
          Net current deferred tax asset.................................................        $ 2,175        $ 830
                                                                                                 =======        =====

     The gross composition of the net non-current deferred tax asset is as follows:

                                                                                                      March 31,
                                                                                                      ---------
                                                                                                   1999         1998
                                                                                                   ----         ----
                                                                                                    (In thousands)
     Insurance reserves..................................................................        $10,718      $11,087
     Property, plant, and equipment......................................................         (7,438)      (8,109)
     Other...............................................................................          2,347        4,067
                                                                                                   -----        -----
          Net non-current deferred tax asset.............................................        $ 5,627      $ 7,045
                                                                                                 =======      =======

</TABLE>

                                      F-25
<PAGE>

14. Income Taxes (continued)

     Income before  income taxes,  minority  interest and  extraordinary  charge
includes foreign subsidiary income of $9,288,000, $9,097,000, and $3,650,000 for
the years ended March 31,  1999,  1998,  and 1997  respectively.  United  States
income  taxes have not been  provided on  unremitted  earnings of the  Company's
foreign   subsidiaries  as  such  earnings  are  considered  to  be  permanently
reinvested.


15.  Rental Expense and Lease Commitments

     Rental  expense  for the  years  ended  March 31,  1999,  1998 and 1997 was
$6,672,000,  $4,478,000  and  $2,805,000,  respectively.  The following  amounts
represent  future  minimum  payment  commitments  as of  March  31,  1999  under
non-cancelable operating leases extending beyond one year (in thousands):

<TABLE>
<CAPTION>
                                                                                                 Vehicles and
     Year Ended March 31,                                                    Real Property         Equipment       Total
     --------------------                                                    -------------         ---------       -----
<S>                                                                              <C>                <C>           <C>
     2000...........................................................             $ 1,984            $ 1,940       $3,924
     2001...........................................................               1,705              1,476        3,181
     2002...........................................................               1,538                752        2,290
     2003...........................................................               1,478                252        1,730
     2004...........................................................               1,466                118        1,584

</TABLE>

                                      F-26
<PAGE>


16. Summary Financial Information

     The summary  financial  information  of the parent,  domestic  subsidiaries
(guarantors)  and  foreign  subsidiaries  (nonguarantors) of  the  8 1/2% senior
subordinated notes follows:

As of and for the year ended March 31, 1999:

<TABLE>
<CAPTION>
                                                                 Domestic       Foreign
                                                                 --------       -------
                                                     Parent     Subsidiaries  Subsidiaries   Eliminations  Consolidated
                                                     ------     ------------  ------------   ------------  ------------
                                                                             (In thousands)
As of March 31, 1999:
Current assets:
<S>                                                 <C>             <C>         <C>              <C>        <C>
     Cash.....................................      $ 3,109         $ 408       $ 3,350          $  -       $ 6,867
     Trade accounts receivable and unbilled
       revenues...............................       55,479        66,556        24,774             -       146,809
     Inventories..............................       47,792        41,707        27,488        (1,008)      115,979
     Other current assets.....................        3,168        10,645         2,561           ---        16,374
                                                      -----        ------         -----         -----        ------
        Total current assets..................      109,548       119,316        58,173        (1,008)      286,029
Net property, plant, and equipment............       36,649        33,058        20,297             -        90,004
Goodwill and other intangibles, net...........       42,993       260,406        54,328             -       357,727
Intercompany balances.........................      205,830      (368,479)      (66,710)      229,359             -
Other non-current assets......................      220,453       162,153          (833)     (348,622)       33,151
                                                    -------       -------        ------       -------        ------
        Total assets..........................     $615,473     $ 206,454      $ 65,255     $(120,271)    $ 766,911
                                                   ========     =========      ========     =========     =========

Current liabilities...........................     $ 41,010      $ 54,336      $ 25,846        $ (636)    $ 120,556
Long-term debt, less current portion..........      415,096           ---         6,590             -       421,686
Other non-current liabilities.................       11,311        21,849         2,835             -        35,995
                                                     ------        ------         -----           ---        ------
        Total liabilities.....................      467,417        76,185        35,271          (636)      578,237
Shareholders' equity..........................      148,056       130,269        29,984      (119,635)      188,674
                                                    -------       -------        ------       -------       -------
        Total liabilities and shareholders'
             equity...........................     $615,473     $ 206,454      $ 65,255     $(120,271)    $ 766,911
                                                   ========     =========      ========     =========     =========

For the Year Ended March 31, 1999:
Net sales.....................................     $265,284     $ 368,716     $ 122,300     $ (20,855)    $ 735,445
Cost of products sold.........................      184,781       291,446        87,744       (20,996)      542,975
                                                    -------       -------        ------        ------       -------
Gross profit..................................       80,503        77,270        34,556           141       192,470
Selling, general and administrative expenses.        35,147        34,436        22,326             -        91,909
Amortization of intangibles...................        1,961        11,349         2,169             -        15,479
                                                      -----        ------         -----           ---        ------
                                                     37,108        45,785        24,495             -       107,388
                                                     ------        ------        ------           ---       -------
Income from operations........................       43,395        31,485        10,061           141        85,082
Interest and debt expense.....................       34,349           947           627             -        35,923
Interest and other income.....................        1,531           249          (215)            -         1,565
                                                      -----           ---           ---           ---         -----
Income before income taxes and
     extraordinary charge.....................       10,577        30,787         9,219           141        50,724
Income tax expense............................        4,521        14,709         4,006            52        23,288
                                                      -----        ------         -----            --        ------
Income before extraordinary charge............        6,056        16,078         5,213            89        27,436
Extraordinary charge for early debt
      extinguishment..........................            -             -             -             -             -
                                                        ---           ---           ---            --           ---
Net income....................................      $ 6,056      $ 16,078       $ 5,213          $ 89      $ 27,436
                                                    =======      ========        =======          ====      ========



                                      F-27
<PAGE>


16. Summary Financial Information (continued)

                                                                  Domestic       Foreign
                                                                  --------       -------
                                                     Parent     Subsidiaries  Subsidiaries   Eliminations  Consolidated
                                                     ------     ------------  ------------   ------------  ------------
                                                                             (In thousands)
For the Year Ended March 31, 1999:
Operating activities:
Cash provided by (used in) operating
   activities.................................     $ 36,147     $  10,776       $ 9,878         $ 692      $ 57,493

Investing activities:
Purchase of marketable securities, net........       (1,976)            -             -             -        (1,976)
Capital expenditures..........................       (8,414)       (2,809)       (1,769)            -       (12,992)
Proceeds from sale of business................        9,390          (589)            -             -         8,801
Purchase of businesses, net of cash acquired.        (9,597)       (1,313)       (8,861)         (187)      (19,958)
Net assets held for sale......................            -         2,182             -             -         2,182
                                                        ---         -----           ---           ---         -----
Net cash (used in) provided by investing
   activities.................................      (10,597)       (2,529)      (10,630)         (187)      (23,943)

Financing activities:
Proceeds from issuance of common stock........            -             -         1,449        (1,449)            -
Net (payments) borrowings under revolving
   line-of-credit agreements..................      (27,600)       (1,340)          746             -       (28,194)
Repayment of debt.............................       (1,216)       (8,365)        1,402             -        (8,179)
Dividends paid................................       (3,725)        1,078        (2,071)          993        (3,725)
Other.........................................       (7,934)            -             -             -        (7,934)
                                                      -----           ---           ---           ---         -----
Net cash provided by (used in) financing
   activities.................................      (40,475)       (8,627)        1,526          (456)      (48,032)
Effect of exchange rate changes on cash.......           (1)            -        (1,462)          (49)       (1,512)
                                                          -           ---         -----            --         -----
Net change in cash and cash equivalents.......      (14,926)         (380)         (688)            -       (15,994)
Cash and cash equivalents at beginning of
   year.......................................       18,035           788         4,038             -        22,861
                                                     ------           ---         -----           ---        ------
Cash and cash equivalents at end of year......      $ 3,109         $ 408       $ 3,350           $ -       $ 6,867
                                                    =======         =====       =======           ===       =======

As of and for the year ended March 31, 1998:
                                                                 Domestic       Foreign
                                                                 --------       -------
                                                    Parent     Subsidiaries  Subsidiaries   Eliminations  Consolidated
                                                    ------     ------------  ------------   ------------  ------------
                                                                            (In thousands)
As of March 31, 1998:
Current assets:
     Cash.....................................     $ 18,035         $ 788       $ 4,038        $  ---      $ 22,861
     Trade accounts receivable and unbilled
       revenues...............................       41,651        79,245        24,744        (1,369)      144,271
     Inventories..............................       47,201        44,314        24,712        (1,101)      115,126
     Other current assets.....................        5,050        12,919         2,834           ---        20,803
                                                      -----        ------         -----         -----        ------
        Total current assets..................      111,937       137,266        56,328        (2,470)      303,061
Net property, plant, and equipment............       32,159        35,517        19,986           ---        87,662
Goodwill and other intangibles, net...........       43,404       276,210        49,332           ---       368,946
Intercompany balances.........................      237,011      (400,737)      (65,997)      229,723             -
Other non-current assets......................      214,997       165,698           494      (351,996)       29,193
                                                    -------       ------            ---       -------        ------
        Total assets..........................     $639,508     $ 213,954      $ 60,143     $(124,743)    $ 788,862
                                                   ========     =========      ========     =========     =========

Current liabilities...........................     $ 35,854      $ 54,748      $ 25,933       $(1,474)    $ 115,061
Long-term debt, less current portion..........      444,225         9,098         3,074           ---       456,397
Other non-current liabilities.................       10,576        31,065         4,817           ---        46,458
                                                     ------        ------         -----         -----        ------
        Total liabilities.....................      490,655        94,911        33,824        (1,474)      617,916
Shareholders' equity..........................      148,853       119,043        26,319      (123,269)      170,946
                                                    -------       -------        ------       -------       -------
        Total liabilities and shareholders'
             equity...........................     $639,508     $ 213,954      $ 60,143     $(124,743)    $ 788,862
                                                   ========     =========      ========     =========     =========

                                      F-28
<PAGE>

16. Summary Financial Information (continued)

                                                                 Domestic       Foreign
                                                                 --------       -------
                                                     Parent     Subsidiaries  Subsidiaries   Eliminations  Consolidated
                                                     ------     ------------  ------------   ------------  ------------
                                                                             (In thousands)
For the Year Ended March 31, 1998:
Net sales ....................................     $269,675     $ 212,269     $ 101,279     $ (21,400)    $ 561,823
Cost of products sold.........................      192,684       156,749        72,688       (20,452)      401,669
                                                    -------       -------        ------        ------       -------
Gross profit..................................       76,991        55,520        28,591          (948)      160,154
Selling, general and administrative expenses.        36,804        26,122        17,013           ---        79,939
Amortization of intangibles...................        1,892         6,475         1,930           ---        10,297
                                                      -----         -----         -----         -----        ------
                                                     38,696        32,597        18,943             -        90,236
                                                     ------        ------        ------           ---        ------
Income from operations........................       38,295        22,923         9,648          (948)       69,918
Interest and debt expense.....................       24,125           594           385           ---        25,104
Interest and other income.....................        1,764             7           169           ---         1,940
                                                      -----             -           ---         -----         -----
Income before income taxes
   and extraordinary charge...................       15,934        22,336         9,432          (948)       46,754

Income tax expense............................        7,326        11,529         4,286           365        22,776
                                                      -----        ------         -----           ---        ------
Income before extraordinary charge............        8,608        10,807         5,146          (583)       23,978
Extraordinary charge for early debt
   extinguishment.............................       (4,520)            -             -           ---        (4,520)
                                                      -----           ---           ---         -----         -----
Net income....................................      $ 4,088      $ 10,807       $ 5,146        $ (583)     $ 19,458
                                                    =======      ========       =======        ======      ========

For the Year Ended March 31, 1998:
Operating activities:
Cash provided by (used in) operating
   activities.................................     $ 40,272      $ (5,864)      $ 3,361         $ 651      $ 38,420
Investing activities:
Purchase of marketable securities, net........       (2,517)            -             -             -        (2,517)
Capital expenditures..........................       (6,518)       (3,044)       (1,844)            -       (11,406)
Purchase of businesses, net of cash acquired.      (170,277)       (5,918)          509           ---      (175,686)
Net assets held for sale......................            -         4,575             -           ---         4,575
                                                    -------         -----           ---         -----         -----
Net cash (used in) provided by investing
   activities.................................     (179,312)       (4,387)       (1,335)            -      (185,034)
Financing activities:
Proceeds from issuance of stock...............            -         1,914             -             -         1,914
Net (payments) borrowings under revolving
   line-of-credit agreements..................      157,058         2,551          (508)            -       159,101
Repayment of debt.............................     (196,353)         (955)         (943)            -      (198,251)
Proceeds from issuance of long-term debt,                                                           -
   net........................................      196,120         7,237             -           ---       203,357
Dividends paid................................       (3,713)            -             -           ---        (3,713)
Other.........................................         (275)         (219)          740         (561)         (315)
                                                        ---           ---           ---           ---           ---
Net cash provided by (used in) financing
   activities.................................      152,837        10,528          (711)         (561)      162,093
Effect of exchange rate changes on cash.......            -             -        (1,435)          (90)       (1,525)
                                                        ---           ---         -----            --         -----
Net change in cash and cash equivalents.......       13,797           277          (120)            -        13,954
Cash and cash equivalents at beginning of
   year.......................................        4,238           511         4,158           ---         8,907
                                                      -----           ---         -----         -----         -----
Cash and cash equivalents at end of year......     $ 18,035         $ 788       $ 4,038          $  -      $ 22,861
                                                   ========         =====       =======           ===      ========
</TABLE>
                                      F-29
<PAGE>


17.  Effects of New Accounting Pronouncements

     The  Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting Standards No. 133 "Accounting for Derivative  Instruments and Hedging
Activities,"  in June of 1998 which is effective for fiscal 2001.  Statement No.
133 establishes  accounting and reporting standards for hedging  activities.  It
requires that entities recognize all derivatives as either assets or liabilities
in the  statement of financial  position and measure those  instruments  at fair
value.  The intended use of the derivative  and its  designation as either (1) a
hedge of the  exposure  to changes in the fair  value of a  recognized  asset or
liability or a firm  commitment (a fair value hedge) (2) a hedge of the exposure
to variable cash flows of a forecasted transaction (a cash flow hedge), or (3) a
hedge  of  the  foreign  currency  exposure  of a net  investment  in a  foreign
operation (a foreign currency  hedge),  will determine when the gains and losses
on the  derivatives are reported in earnings and when they are to be reported as
a component of other  comprehensive  income.  The impact of compliance with this
Statement has not yet been determined by the Company.

     In March of 1998, the American  Institute of Certified  Public  Accountants
(AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained for Internal Use." The Company adopted
the  provisions of the SOP in its financial  statements for the year ended March
31, 1999.  The SOP  requires the  capitalization  of certain  costs  incurred in
connection with developing or obtaining software for internal use. The impact of
the SOP was not material to the Company.

     In April of 1998,  the  AICPA  issued  SOP  98-5,  "Reporting  the Costs of
Start-Up  Activities,"  which requires  costs related to start-up  activities be
expensed as  incurred.  The Company  adopted  the  provisions  of the SOP in its
financial statements for the year ended March 31, 1999. The adoption of SOP 98-5
had no effect on the Company's reported earnings.

18.  Business Segment Information

     In June of 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related  Information"  was issued  effective  for fiscal  years ending after
December  15,  1998.  The Company has adopted the  statement  for the year ended
March 31, 1999.

     As a  result  of how the  Company  manages  the  business,  its  reportable
segments  are  strategic  business  units that  offer  products  with  different
characteristics.  The most defining  characteristic  is the extent of customized
engineering  required on a per-order  basis.  In addition,  the  segments  serve
different customer bases through differing methods of distribution.  The Company
has three reportable segments:  material handling products,  integrated material
handling  solutions - industrial,  and integrated  material handling solutions -
automotive.  The  Company's  material  handling  products  segment sells hoists,
chains,  attachments,  and other material handling products principally to third
party  distributors  in  commercial  and  consumer  distribution  channels.  The
material handling solutions  segments sell engineered  material handling systems
such as conveyors,  manipulators,  and lift tables primarily to end-users in the
consumer  products   manufacturing,   warehousing,   and  general  manufacturing
industries or the automotive  segment.  The accounting  policies of the segments
are the  same as  those  described  in the  summary  of  significant  accounting
policies.   Intersegment  sales  are  not  significant.  The  Company  evaluates
performance based on operating  earnings of the respective  business units prior
to the effects of amortization.

                                      F-30
<PAGE>


18.  Business Segment Information (continued)

<TABLE>
<CAPTION>

     Segment information as of and for the years ended March 31, 1999, 1998, and 1997, is as follows:

                                                                      Year Ended March 31, 1999
                                                                      -------------------------
                                                               Solutions -    Solutions -     Eliminations/
                                                  Products     Industrial      Automotive         Other        Total
                                                  --------     ----------      ----------         -----        -----
                                                                             (In thousands)
<S>                                               <C>           <C>             <C>            <C>           <C>
Sales to external customers..............         $528,974      $ 58,301        $ 161,443      $ (13,273)    $735,445
Operating income before amortization.               81,165         5,592           14,925         (1,121)     100,561
Depreciation and amortization............           18,237         3,045            5,652             322      27,256
Total assets.............................          517,774        68,520          180,617             ---     766,911
Capital expenditures.....................           11,201         1,468              321               2      12,992

                                                                      Year Ended March 31, 1998
                                                                      -------------------------
                                                               Solutions -    Solutions -     Eliminations/
                                                  Products     Industrial      Automotive         Other        Total
                                                  --------     ----------      ----------         -----        -----
                                                                             (In thousands)
Sales to external customers..............         $524,949      $ 39,845          $   ---        $(2,971)    $561,823
Operating income before amortization.               76,188         3,992              ---              35      80,215
Depreciation and amortization............           17,094         1,957              ---             845      19,896
Total assets.............................          515,772        71,499          183,609          17,982     788,862
Capital expenditures.....................           10,580           712              ---             114      11,406

                                                                      Year Ended March 31, 1997
                                                                      -------------------------
                                                               Solutions -    Solutions -     Eliminations/
                                                  Products     Industrial      Automotive         Other        Total
                                                  --------     ----------      ----------         -----        -----
                                                                             (In thousands)
Sales to external customers..............         $318,544      $ 28,308          $   ---         $12,572    $359,424
Operating income before amortization.               45,169         3,513              ---           1,569      50,251
Depreciation and amortization............           10,571           506              ---             208      11,285
Total assets.............................          485,350        43,744              ---          19,151     548,245
Capital expenditures.....................            8,851           541              ---             ---       9,392
</TABLE>

<TABLE>
<CAPTION>

     The  following  provides a  reconciliation  of operating  income before  amortization  to  consolidated  income
before income tax, minority interest, and extraordinary charge:

                                                                                          Year Ended March 31,
                                                                                          --------------------
                                                                                   1999            1998           1997
                                                                                   ----            ----           ----
                                                                                             (In thousands)
<S>                                                                              <C>             <C>           <C>
     Operating income before amortization...............................        $100,561         $80,215        $50,251
     Amortization of intangibles........................................          15,479          10,297          5,197
     Interest and debt expense..........................................          35,923          25,104         11,930
     Interest and other income..........................................          (1,565)         (1,940)        (1,168)
                                                                                   -----           -----          -----
     Income before income taxes, minority interest and
          extraordinary charge..........................................         $50,724         $46,754        $34,292
                                                                                 =======         =======        =======
</TABLE>

                                      F-31
<PAGE>

18.  Business Segment Information (continued)

<TABLE>
<CAPTION>

     Financial information relating to the Company's operations by geographic area is as follows:

                                                                                         Year Ended March 31,
                                                                                         --------------------
                                                                                   1999            1998           1997
                                                                                   ----            ----           ----
                                                                                             (In thousands)
     Net sales:
<S>                                                                             <C>             <C>            <C>
     United States......................................................        $613,179        $462,120       $313,705
     Europe.............................................................          65,000          39,208         14,146
     Canada.............................................................          51,653          55,367         27,951
     Other..............................................................           5,613           5,128          3,622
                                                                                   -----           -----          -----
     Total..............................................................        $735,445        $561,823       $359,424
                                                                                ========        ========       ========

                                                                                         Year Ended March 31,
                                                                                         --------------------
                                                                                   1999            1998           1997
                                                                                   ----            ----           ----
                                                                                             (In thousands)
     Identifiable and total assets:
     United States......................................................        $634,720        $662,371       $457,501
     Europe.............................................................         100,317          90,036         61,696
     Canada.............................................................          28,265          32,258         26,191
     Other..............................................................           3,609           4,197          2,857
                                                                                   -----           -----          -----
     Total..............................................................        $766,911        $788,862       $548,245
                                                                                ========        ========       ========
</TABLE>

19. Selected Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>

 In accordance with the pooling of interests method of accounting,  the following selected  quarterly  financial
 data has been restated to include the accounts of GL from the date of GL's formation, April 1, 1997.

                                                                  (In thousands, except per share data)
                                                                    Three Months Ended                        Year Ended
                                                                    ------------------                        ----------
                                                 June 28,      September 27,   December 27,     March 31,      March 31,
                                                   1998             1998           1998           1999           1999
                                                   ----             ----           ----           ----
<S>                                              <C>            <C>             <C>             <C>           <C>
Net sales................................        $184,616       $ 185,357       $ 186,995       $178,477      $735,445
Gross profit.............................          47,313          47,042          47,396         50,719       192,470
Income from operations...................          21,223          20,578          21,402         21,879        85,082
Income before extraordinary charge.......           6,375           5,923           6,445          8,693        27,436
Net income...............................           6,375           5,923           6,445          8,693        27,436
Income per share before extraordinary
   charge................................            0.44            0.41            0.46           0.62          1.92
Net income per share.....................            0.44            0.41            0.46           0.62          1.92

                                                                    Three Months Ended                        Year Ended
                                                                    ------------------                        ----------
                                                 June 29,      September 28,   December 28,     March 31,      March 31,
                                                   1997             1997           1997           1998           1998
                                                   ----             ----           ----           ----           ----
Net sales................................        $136,858       $ 136,060       $ 137,329       $151,576      $561,823
Gross profit.............................          38,273          39,008          38,634         44,239       160,154
Income from operations...................          15,663          17,312          16,112         20,831        69,918
Income before extraordinary charge                  4,579           5,850           5,619          7,930        23,978
Net income...............................           4,579           5,850           5,619       3,410(a)     19,458(a)
Income per share before extraordinary
   charge................................            0.32            0.41            0.39           0.55          1.66
Net income per share.....................            0.32            0.41            0.39        0.24(a)       1.35(a)

                                      F-32
<PAGE>

19.  Selected Quarterly Financial Data (Unaudited) (continued)

                                                                    Three Months Ended                        Year Ended
                                                                    ------------------                        ----------
                                                 June 30,      September 29,   December 29,     March 31,      March 31,
                                                   1996            1996            1996           1997           1997
                                                   ----            ----            ----           ----           ----
Net sales................................        $ 65,735        $ 64,426       $ 103,393       $125,870      $359,424
Gross profit.............................          20,017          19,184          30,104         38,132       107,437
Income from operations...................           8,681           8,910          11,240         16,223        45,054
Income before extraordinary charge                  5,032           5,211           3,219          4,890        18,352
Net income...............................           5,032           5,211          118(b)       4,793(b)     15,154(b)
Income per share before extraordinary
   charge................................            0.38            0.39            0.24           0.37          1.39
Net income per share.....................            0.38            0.39         0.01(b)        0.36(b)       1.15(b)
________
(a)  Includes  extraordinary charges for early debt extinguishment  amounting to $4,520,000 in the quarter ended
     March 31, 1998, net of the tax effect.
(b)  Includes  extraordinary  charges for early debt extinguishment  amounting to $3,101,000 and $97,000 in the
     quarters ended December 29, 1996 and March 31, 1997, respectively, net of the tax effect.

</TABLE>

20. Accumulated Other Comprehensive Income (Loss)
<TABLE>
<CAPTION>

         The components of accumulated other comprehensive income (loss) are as follows:

                                                                                                       March 31,
                                                                                                       ---------
                                                                                                   1999          1998
                                                                                                   ----          ----
                                                                                                     (In thousands)
<S>                                                                                             <C>          <C>
     Net unrealized investment gains - net of tax.......................................        $  2,312     $  1,598
     Minimum pension liability adjustment - net of tax..................................          (1,041)        (988)
     Foreign currency translation adjustment............................................          (4,637)      (3,238)
                                                                                                   -----        -----
     Accumulated other comprehensive loss...............................................        $ (3,366)    $ (2,628)
                                                                                                ========     ========
</TABLE>

         The net tax liability associated  with items included in  comprehensive
income (loss) was $847,000 and $406,000 for 1999 and 1998, respectively.

                                      F-33
<PAGE>

<TABLE>
<CAPTION>

                                                     COLUMBUS McKINNON CORPORATION

                                             SCHEDULE II-Valuation and qualifying accounts
                                                     March 31, 1999, 1998 and 1997
                                                         Dollars in thousands

                                                                           Additions
                                                                           ---------
                                                          Balance at Charged to    Charged                  Balance at
                                                          Beginning   Costs and   to Other                    End of
                       Description                        of Period   Expenses    Accounts    Deductions      Period
                       -----------                        ---------   --------    --------    ----------      ------

Year ended March 31, 1999
   Deducted from asset accounts:
<S>                                                          <C>           <C>     <C>           <C>            <C>
     Allowance for doubtful accounts                         $ 2,511       $ 743      $ (27)(5)      $ 956(1)       $ 2,271
     Slow-moving and obsolete inventory                        4,684       1,884       (592)(5)      1,681(2)         4,295
     Reserve against non-current receivable                      600          -         -            600(6)            -
                                                                 ---         ---        ---            ---              ---
          Total                                              $ 7,795      $2,627     $ (619)       $ 3,237          $ 6,566
                                                             =======      ======     ======        =======          =======
   Reserves on balance sheet:
     Accrued general and product liability costs            $ 11,688      $3,265        $-         $3,537(3)       $11,416
                                                            ========      ======        ===         ======          =======

Year ended March 31, 1998:
   Deducted from asset accounts:
     Allowance for doubtful accounts                         $ 1,884      $1,677      $ 470(4)     $1,520(1)        $ 2,511
     Slow-moving and obsolete inventory                        3,356       1,115        854(4)        641(2)          4,684
     Reserve against non-current receivable                      600          -         -            -               600
                                                                 ---         ---        ---           ---               ---
          Total                                              $ 5,840      $2,792    $ 1,324       $ 2,161           $ 7,795
                                                             =======      ======    =======       =======           =======
   Reserves on balance sheet:
     Accrued general and product liability costs            $ 11,973      $1,522        $-        $1,807(3)        $11,688
                                                            ========      ======        ===        ======           =======

Year ended March 31, 1997:
   Deducted from asset accounts:
     Allowance for doubtful accounts                           $ 917       $ 905    $ 1,189(4)    $ 1,127(1)        $ 1,884
     Slow-moving and obsolete inventory                        2,467         325      1,770(4)      1,206(2)          3,356
     Reserve against non-current receivable                      600          -         -            -               600
                                                                 ---         ---        ---           ---               ---
          Total                                              $ 3,984      $1,230    $ 2,959        $2,333           $ 5,840
                                                             =======      ======    =======        ======           =======
   Reserves on balance sheet:
     Accrued general and product liability costs             $ 7,110      $1,775    $ 3,806(4)      $ 718(3)        $11,973
                                                             =======      ======    =======         =====           =======
________
(1)  Uncollectible accounts written off, net of recoveries
(2)  Obsolete inventory disposals
(3)  Insurance claims and expenses paid
(4) Reserves at date of acquisition of subsidiaries
(5) Reserves at date of disposal of subsidiary
(6) Receivable deemed to be collectible in its entirety

</TABLE>

                                      F-34
<PAGE>


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

     None.


                                    PART III

Item 10.          Directors and Executive Officers of the Registrant.
--------          ---------------------------------------------------

     The  information   regarding   Directors  and  Executive  Officers  of  the
Registrant will be included in a Proxy Statement to be filed with the Commission
prior to July 29, 1999.


Item 11.          Executive Compensation
--------          ----------------------

     The  information  regarding  Executive  Compensation  will be included in a
Proxy Statement to be filed with the Commission prior to July 29, 1999.


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

     The information  regarding  Security Ownership of Certain Beneficial Owners
and  Management  will be  included  in a Proxy  Statement  to be filed  with the
Commission prior to July 29, 1999.


Item 13.          Certain Relationships and Related Transactions
--------          ----------------------------------------------

     The information  regarding Certain  Relationships and Related  Transactions
will be included in a Proxy  Statement to be filed with the Commission  prior to
July 29, 1999.


                                     PART IV

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

(a)(1)   Financial Statements:
         ---------------------

         The following  consolidated  financial  statements of Columbus McKinnon
         Corporation are included in Item 8:

         Reference                                                      Page No.
         ---------                                                      --------

             Report of Independent Auditors - Ernst & Young LLP              F-2

             Report of Independent Auditors - Deloitte & Touche LLP          F-3

             Consolidated balance sheets - March 31, 1999 and 1998           F-4

                                       29
<PAGE>

             Consolidated statements of income - Years ended
                 March 31, 1999, 1998 and 1997                               F-5

             Consolidated statements of shareholders' equity - Years ended
                 March 31, 1999, 1998 and 1997                               F-6

             Consolidated statements of cash flows - Years ended
                 March 31, 1999, 1998 and 1997                               F-7

             Notes to consolidated financial statements               F-8 - F-33

(a)(2)   Financial Statement Schedule:                                  Page No.
         -----------------------------                                  --------

              Report of Independent Auditors                                 F-2

              Schedule II - Valuation and qualifying accounts               F-34

              All other  schedules for which provision is made in the applicable
              accounting  regulation of the Securities  and Exchange  Commission
              are  not   required   under  the  related   instructions   or  are
              inapplicable and therefore have been omitted.

(a)(3)   Exhibits:
         ---------

Exhibit
Number
------

 2.1        Agreement and Plan of Merger  dated August 24, 1996  among  Columbus
         McKinnon   Corporation,   L  Acquisition   Corporation   and  Spreckels
         Industries,  Inc. (known as Yale International,  Inc.) (incorporated by
         reference to Exhibit (c)(1) to the Company's  Tender Offer Statement on
         Schedule 14D-1 dated August 30, 1996).

 2.2        Offer to  Purchase by L Acquisition  Corporation  dated  August  30,
         1997, as revised  (incorporated  by reference to Exhibit  (a)(1) to the
         Company's  Tender Offer  Statement  on Schedule  14D-1 dated August 30,
         1997, as amended by Amendment No. 1 dated September 18, 1996, Amendment
         No. 2 dated September 27, 1996,  Amendment No. 3 dated October 4, 1996,
         Amendment No. 4 dated October 9, 1996 Amendment No. 5 dated October 13,
         1996 and Amendment No. 6 dated October 17, 1996).

 3.1        Restated Certificate of Incorporation of the Registrant (incorporat-
         ed by reference to Exhibit 3.1 to the Company's  Registration Statement
         No. 33-80687 on Form S-1 dated December 21, 1995).

 3.2       Amended By-Laws of  the  Registrant  (incorporated by  reference  to
         Exhibit 3 the Company's Current Report on Form 8-K dated May 17, 1999).

 4.1        Specimen  Common Share  Certificate  (incorporated  by  reference to
         Exhibit 4.1 to the Company's  Registration  Statement  No.  33-80687 on
         Form S-1 dated December 21, 1995).

                                       30
<PAGE>

 4.2        First Amendment and  Restatement of Rights  Agreement,  dated  as of
         October 1, 1998,  between  Columbus  McKinnon  Corporation and American
         Stock  Transfer  & Trust  Company,  as Rights  Agent  (incorporated  by
         reference  to  Exhibit 4 to the  Company's  Current  Report on Form 8-K
         dated October 29, 1998).

 4.3        Indenture among Columbus McKinnon Corporation, the guarantors  named
         on the signature pages thereto and State Street Bank and Trust Company,
         N.A.,  as trustee  (incorporated  by  reference  to Exhibit  4.1 to the
         Company's Current Report on Form 8-K dated April 9, 1998).

 4.4        Supplemental Indenture  among LICO, Inc., Automatic  Systems,  Inc.,
         LICO  Steel,  Inc.,  Columbus  McKinnon  Corporation,  Yale  Industrial
         Products,  Inc.,  Mechanical  Products,  Inc., Minitec  Corporation and
         State Street Bank and Trust Company,  N.A., as trustee, dated March 31,
         1998 (incorporated by reference to Exhibit 4.3 to the Company's Current
         Report on form 8-K dated April 9, 1998).

 4.5        A/B   Registration   Rights  Agreement   among   Columbus   McKinnon
         Corporation,  the guarantors  named on the signature  pages thereto and
         Bear,  Stearns  & Co.,  Inc.  and  Goldman,  Sachs  & Co.,  as  initial
         purchasers  (incorporated  by reference to Exhibit 4.2 to the Company's
         Current Report on Form 8-K dated April 9, 1998).

 #4.6       Second  Supplemental  Indenture among Abell-Howe Crane,  Inc., LICO,
         Inc.,  Automatic  Systems,  Inc. LICO Steel,  Inc.,  Columbus  McKinnon
         Corporation,  Yale  Industrial  Products Inc. and State Street Bank and
         Trust Company, N.A., as trustee, dated as of February 12, 1999.

 #4.7       Third Supplemental Indenture among G.L. International, Inc., Gaffey,
         Inc.,  Handling Systems and Conveyors,  Inc.,  Larco Material  Handling
         Inc., Abell-Howe Crane, Inc., LICO, Inc., Automatic Systems, Inc., LICO
         Steel, Inc., Columbus McKinnon  Corporation,  Yale Industrial Products,
         Inc. and State Street Bank and Trust Company,  N.A., as trustee,  dated
         as of March 1, 1999.

 10.1       Amended and Restated Term Loan Agreement by and among  Fleet Bank of
         New York, Columbus McKinnon Corporation and Kenneth G. McCreadie, Peter
         A. Grant and Robert L. Montgomery,  Jr., as Trustees under the Columbus
         McKinnon  Corporation  Employee Stock Ownership Trust Agreement,  dated
         March 31,  1993  (incorporated  by  reference  to  Exhibit  10.2 to the
         Company's  Registration  Statement  No.  33-80687  on  Form  S-1  dated
         December 21, 1995).

 10.2       Amendment No. 1 to Amended and Restated Term Loan  Agreement,  dated
         March 31, 1993, by and among Fleet Bank of New York,  Columbus McKinnon
         Corporation  and  Kenneth  G.  McCreadie,  Peter A. Grant and Robert L.
         Montgomery,  Jr. as trustees  under the Columbus  McKinnon  Corporation
         Employee  Stock  Ownership  Trust  Agreement,  dated  October  27, 1994
         (incorporated   by  reference   to  Exhibit   10.3  to  the   Company's
         Registration  Statement  No.  33-80687 on Form S-1 dated  December  21,
         1995).

                                       31
<PAGE>


 10.3       Amendment No. 2 to Amended and Restated  Term Loan Agreement  by and
         among  Fleet  Bank,  Columbus  McKinnon   Corporation  and  Kenneth  G.
         McCreadie,  Peter A.  Grant and  Robert L.  Montgomery,  Jr.  under the
         Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement,
         dated  November 2, 1995  (incorporated  by reference to Exhibit 10.4 to
         the Company's  Registration  Statement  No.  33-80687 on Form S-1 dated
         December 21, 1995).

 #10.4      Amendment No. 3 to Amended and Restated  Term Loan Agreement  by and
         among Fleet Bank,  Columbus  McKinnon  Corporation and Karen L. Howard,
         Timothy R. Harvey, and Robert L. Montgomery,  Jr. as trustees under the
         Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement.

 10.5       Loan Agreement by and among Columbus McKinnon  Corporation  Employee
         Stock Ownership Trust, Columbus McKinnon Corporation and Marine Midland
         Bank, dated October 27, 1994 (incorporated by reference to Exhibit 10.5
         to the Company's  Registration Statement No. 33-80687 on Form S-1 dated
         December 21, 1995).

 #10.6      Amended and  Restated Term  Loan  Agreement by  and  among  Columbus
         McKinnon Corporation Employee Stock Ownership Trust,  Columbus McKinnon
         Corporation and Marine Midland Bank, dated August 5, 1996.

 #10.7      First  Amendment to  Amended and  Restated  Term Loan  Agreement  by
         and among Columbus McKinnon Corporation Employee Stock Ownership Trust,
         Columbus  McKinnon  Corporation and Marine Midland Bank,  dated October
         16, 1996.

 #10.8      Second  Amendment to  Amended and  Restated  Term Loan  Agreement by
         and among Columbus McKinnon Corporation Employee Stock Ownership Trust,
         Columbus McKinnon  Corporation and Marine Midland Bank, dated March 31,
         1998.

 #10.9      Third Amendment to Amended  and  Restated Term Loan Agreement by and
         among Columbus  McKinnon  Corporation  Employee Stock Ownership  Trust,
         Columbus  McKinnon  Corporation and Marine Midland Bank, dated November
         30, 1998.

 10.10      Agreement by and among  Columbus McKinnon Corporation Employee Stock
         Ownerhsip Trust, Columbus McKinnon Corporation and Marine Midland Bank,
         dated  November 2, 1995  (incorporated  by reference to Exhibit 10.6 to
         the Company's  Registration  Statement  No.  33-80687 on Form S-1 dated
         December 21, 1995).

 10.11      Credit  Agreement,  dated  as  of  March  31, 1998,  among  Columbus
         McKinnon Corporation,  as Borrower,  the banks,  financial institutions
         and other  institutional  lenders named  therein,  as Initial  Lenders,
         Fleet National Bank, as the Initial Issuing Bank,  Fleet National Bank,
         as the Swing Line Bank, and Fleet National Bank, as the  Administrative
         Agent  (incorporated  by  reference  to Exhibit  10.2 to the  Company's
         Current Report on Form 8-K dated April 9, 1998).

 10.12      First  Amendment,  dated  as of  September 23,  1998, to the  Credit
         Agreement,  dated  as  of  March  31,  1998,  among  Columbus  McKinnon
         Corporation,  as Borrower,  the banks, financial institutions and other
         institutional lenders named therein, as Initial Lenders, Fleet National
         Bank, as the Initial  Issuing Bank,  Fleet  National Bank, as the Swing
         Line  Bank  and  Fleet  National  Bank,  as  the  Administrative  Agent
         (incorporated  by reference to Exhibit 10.1 to the Company's  Quarterly
         Report on Form 10-Q for the quarterly period ended September 27, 1998).

                                       32
<PAGE>


 #10.13     Second  Amendment,  dated as  of February  12, 1999, to  the  Credit
         Agreement,  dated  as  of  March  31,  1998,  among  Columbus  McKinnon
         Corporation,  as Borrower,  the banks, financial institutions and other
         institutional leaders named therein, as Initial Lenders, Fleet National
         Bank, as the Initial  Issuing Bank,  Fleet  National Bank, as the Swing
         Line Bank and Fleet National Bank, as the Administrative Agent.

 10.14      Series Lease, dated as of  November 1, 1993, between Town of Amherst
         Industrial   Development   Agency  as  Lessor  and  Columbus   McKinnon
         Corporation  as Lessee  (incorporated  by reference to Exhibit 10.13 to
         the Company's  Registration  Statement  No.  33-80687 on Form S-1 dated
         December 21, 1995).

 *10.15     Columbus   McKinnon   Corporation  Employee  Stock  Ownership   Plan
         Restatement  Effective  April 1, 1989  (incorporated  by  reference  to
         Exhibit 10.23 to the Company's  Registration  Statement No. 33-80687 on
         Form S-1 dated December 21, 1995).

 *10.16     Amendment No. 1 to the Columbus McKinnon Corporation  Employee Stock
         Ownership Plan as Amended and Restated as of April 1, 1989, dated March
         2, 1995  (incorporated  by reference to Exhibit  10.24 to the Company's
         Registration  Statement  No.  33-80687 on Form S-1 dated  December  21,
         1995).

 *10.17     Amendment No. 2 to the Columbus McKinnon  Corporation Employee Stock
         Ownership Plan,  dated October 17, 1995  (incorporated  by reference to
         Exhibit  10.38 to the  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended March 31, 1997).

 *10.18     Amendment No. 3 to the Columbus McKinnon Corporation  Employee Stock
         Ownership  Plan,  dated March 27, 1996  (incorporated  by  reference to
         Exhibit  10.39 to the  Company's  Annual  Report  on Form  10-K for the
         fiscal year ended March 31, 1997).

 *10.19     Amendment No. 4 of the Columbus McKinnon  Corporation Employee Stock
         Ownership  Plan as Amended  and  Restated  as of April 1,  1989,  dated
         September  30, 1996  (incorporated  by reference to Exhibit 10.1 to the
         Company's  Quarterly Report on Form 10-Q for the quarterly period ended
         September 30, 1996).

 *10.20     Amendment No. 5 to the Columbus McKinnon  Corporation Employee Stock
         Ownership  Plan as Amended  and  Restated  as of April 1,  1989,  dated
         August 28, 1997  (incorporated  by  reference  to Exhibit  10.37 to the
         Company's  Annual  Report on Form 10-K for the fiscal  year ended March
         31, 1998).

 *10.21     Amendment No. 6 to the Columbus McKinnon  Corporation Employee Stock
         Ownership Plan as Amended and Restated as of April 1, 1989,  dated June
         24, 1998  (incorporated  by reference to Exhibit 10.38 to the Company's
         Annual Report on Form 10-K for the fiscal year ended March 31, 1998).

 *10.22     Columbus  McKinnon  Corporation  Personal  Retirement  Account  Plan
         Trust  Agreement,  dated April 1, 1987  (incorporated  by  reference to
         Exhibit 10.25 to the Company's  Registration  Statement No. 33-80687 on
         Form S-1 dated December 21, 1995).


                                       33
<PAGE>


 *10.23     Amendment No. 1 to the Columbus  McKinnon Corporation Employee Stock
         Ownership  Trust  Agreement  (formerly  known as the Columbus  McKinnon
         Corporation Personal Retirement Account Plan Trust Agreement) effective
         November 1, 1988  (incorporated  by reference  to Exhibit  10.26 to the
         Company's  Registration  Statement  No.  33-80687  on  Form  S-1  dated
         December 21, 1995).

 *10.24     Columbus McKinnon Corporation Management EVA@ Incentive Compensation
         Plan  (incorporated  by  reference  to  Exhibit  99.1 to the  Company's
         Quarterly  Report on Form 10-Q for the quarterly  period ended June 28,
         1998).

 #*10.25    Amendment  and  Restatement  of  Columbus  McKinnon Corporation 1995
         Incentive Stock Option Plan.

 *10.26     Columbus  McKinnon  Corporation Restricted Stock Plan  (incorporated
         by reference to Exhibit 10.28 to the Company's  Registration  Statement
         No. 33-80687 on Form S-1 dated December 21, 1995).

 #*10.27    Amendment  and  Restatement  of  Columbus McKinnon Corporation  Non-
         Qualified Stock Option Plan.

 *10.28     Columbus McKinnon Corporation  Thrift [401(k) Plan] 1989 Restatement
         Effective January 1, 1998 (incorporated by reference to Exhibit 10.2 to
         the Company's  Quarterly  Report on Form 10-Q for the quarterly  period
         ended December 27, 1998).

 #*10.29    Amendment No.1 to the 1998 Plan Restatement of the Columbus McKinnon
         Corporation Thrift 401(K) Plan, dated December 10, 1998.

 *10.30     Columbus McKinnon Corporation  Thrift [401(k)] Plan Trust  Agreement
         Restatement  Effective  August 9, 1994  (incorporated  by  reference to
         Exhibit 10.32 to the Company's  Registration  Statement No. 33-80687 on
         Form S-1 dated December 21, 1995).

 *10.31     Columbus  McKinnon  Corporation  Monthly  Retirement  Benefit  Plan
         Restatement  Effective  April 1, 1998  (incorporated  by  reference  to
         Exhibit  10.1 to the  Company's  Quarterly  Report on Form 10-Q for the
         quarterly period ended December 27, 1998).

 #*10.32    Amendment No.1 to the 1998 Plan Restatement of the Columbus McKinnon
         Corporation Monthly Retirement Benefit Plan, dated December 10, 1998.

 #*10.33    Amendment No.2 to the 1998 Plan Restatement of the Columbus McKinnon
         Corporation Monthly Retirement Benefit Plan, dated May 26, 1999.

 *10.34     Columbus McKinnon Corporation Monthly Retirement Benefit Plan  Trust
         Agreement  effective as of April 1, 1987  (incorporated by reference to
         Exhibit 10.34 to the Company's  Registration  Statement No. 33-80687 on
         Form S-1 dated December 21, 1995).

                                       34
<PAGE>

 #*10.35    Form of change in Control Agreement as entered into between Columbus
         McKinnon  Corporation  and  each  of  Timothy  T.  Tevens,   Robert  L.
         Montgomery,  Jr.,  Ned T.  Librock,  Karen L.  Howard,  Lois H. Demler,
         Timothy R. Harvey, John Hansen, Neal Wixson and Joe Owen.

 10.36      Stock Purchase Agreement, dated as of March 11, 1998, among Columbus
         McKinnon  Corporation and the shareholders of LICO, Inc.  identified on
         the signature pages thereto  (incorporated by reference to Exhibit 10.1
         to the Company's Current Report on Form 8-K dated April 9, 1998).

 #10.37     Agreement and Plan of Merger, dated as of February 16, 1999,  by and
         among  Columbus  McKinnon  Corporation,  GL  Delaware,  Inc.  and Larco
         Industrial Services, Ltd.

 #10.38     Columbus  McKinnon  Corporation - GL International  Inc. 1997  Stock
         Option Plan.

 #10.39     Columbus McKinnon Corporation - Larco Industrial Services, Ltd. 1997
         Stock Option Plan.

 #21.1      Subsidiaries of the Registrant.

 #23.1      Consent of Ernst & Young LLP.

 #23.2      Consent of Deloitte & Touche LLP.

 #27.1      Financial Data Schedule.

 #99.1      Form 11-K  Columbus McKinnon  Corporation  Employee Stock  Ownership
         Plan Annual Report for the year ended March 31, 1999.


*  Indicates a management contract or compensation plan or arrangement.
#  Filed herewith

(b)      Reports on Form 8-K:

         During the fourth quarter of fiscal 1999, the Company did not file any
         Current Reports on Form 8-K.

                                       35
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this  registration  statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Buffalo,
State of New York on June 29, 1999.


                                    COLUMBUS McKINNON CORPORATION

                                    By:   /s/  Timothy T. Tevens
                                          ----------------------
                                          Timothy T. Tevens
                                          President and Chief Executive Officer


         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


          Signature                      Title                         Date
          ---------                      -----                         ----

/s/ Timothy T. Tevens          President, Chief Executive Officer  June 29, 1999
---------------------
    Timothy T. Tevens            and Director
                                 (Principal Executive Officer)

/s/ Robert L. Montgomery, Jr.  Executive Vice President, Chief     June 29, 1999
-----------------------------
    Robert L. Montgomery, Jr.    Financial Officer and Director
                                 (Principal Financial Officer
                                 and Principal Accounting Officer)

/s/ Herbert P. Ladds, Jr.      Chairman of the Board of Directors June  29, 1999
-------------------------
    Herbert P. Ladds, Jr.

/s/ Edward W. Duffy            Director                            June 29, 1999
-------------------
    Edward W. Duffy

/s/ Randolph A. Marks          Director                            June 29, 1999
---------------------
    Randolph A. Marks

/s/ L. David Black             Director                            June 29, 1999
------------------
    L. David Black

/s/ Carlos Pascual             Director                            June 29, 1999
------------------
    Carlos Pascual

/s/ Richard H. Fleming         Director                            June 29, 1999
----------------------
    Richard H. Fleming

                                       36