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, 2000
                                       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, 2000 was $159,282,351.

         The number of shares of common  stock  outstanding  as of May 31,  2000
was: 14,896,745 shares.

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

         None


<PAGE>





                          COLUMBUS McKINNON CORPORATION
                         2000 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  through  diverse  channels  and, to a
lesser extent,  directly to  manufacturers  and other  end-users.  The Company's
integrated material handling solutions  businesses  primarily deal directly with
end-users.  For the year ended March 31, 2000,  the Company  generated net sales
and income from  operations of  approximately  $736.3 million and  approximately
$68.0 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 and light-rail  systems;  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, 2000. For the year ended March 31, 2000, the Company's  Products
segment  generated net sales and income from operations  before  amortization of
approximately $511.3 million and approximately $75.4 million, respectively.


<PAGE>

     As a result of its fiscal 1998  acquisitions  of Univeyor A/S  ("Univeyor")
and Automatic Systems,  Inc ("ASI"),  formerly LICO, Inc. , 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 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,  light-rail systems and tire shredders.  For the
year  ended  March 31,  2000,  the  Company's  Solutions  -  Industrial  segment
generated  net  sales  and  income  from  operations   before   amortization  of
approximately  $68.6 million and approximately $6.8 million,  respectively,  and
the Company's Solutions - Automotive segment generated net sales and income from
operations before amortization of approximately $156.4 million and approximately
$2.3 million, respectively.

     The Company  believes  that the demand for material  handling  products and
services  has  increased  in recent  years and will  continue to increase in the
future as a result of several  favorable  trends  which  require  businesses  to
devote greater  attention and resources to more  efficiently  manage and control
the flow of materials, inventory and finished goods. These trends include:

     Productivity   Enhancement.   Companies   increasingly   need  to   enhance
profitability through productivity  improvement and operating cost reductions to
remain  competitive.  At the same time,  the changing  global buying culture and
growth of  electronic  commerce is  increasing  customer  demands  for  cheaper,
faster,  more  accurate and  customized  product  delivery.  Efficient  physical
movement of merchandise from producer to consumer has become a priority in order
to facilitate the fastest  movement of materials and delivery of services at the
lowest  cost.  In response  to  competitive  pressures,  and  customer  demands,
companies are demanding more material handling products and services to maximize
the  productivity  and  efficiency of their  operations.  The material  handling
products and solutions  offered by the Company enhance  productivity by allowing
materials  to be lifted,  positioned,  and moved  quickly and  accurately  while
reducing personnel requirements.

     Safety  Regulations and Concerns.  In the United States,  federal and state
workplace  safety  regulations  such as the  Occupational  Safety and Health Act
("OSHA") and the Americans with  Disabilities  Act, and the competitive  need to
reduce  costs  such as  health  insurance  premiums  and  workers'  compensation
expenses,  are forcing  companies to seek safer,  more  efficient  ways to lift,
position  and move  loads.  As a result,  U.S.  companies  are  equipping  their
facilities  with more  material  handling  products to enable  these tasks to be
performed with reduced risk of personal  injury.  The Company believes that many
material handling products, such as those produced by the Company, are essential
to any organization that moves objects  repetitively and seeks to enhance worker
safety.

     Workforce Diversity. The number of women, disabled and older persons in the
U.S. work force is continuing to increase. As a result,  companies are equipping
their  facilities  with more  material  handling  products and systems to enable
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 material handling products and solutions.


                                       2
<PAGE>

     Outsourcing of Material Handling Project Design and Management.  To improve
productivity  and cost  efficiency,  many  businesses are  outsourcing  non-core
business  functions.  As a result,  many companies are  increasingly  relying on
material  handling systems  integrators and  manufacturers to assume the project
design,  management,  implementation and maintenance  responsibilities  for both
workstation  and  facility-wide  material  handling  systems.  The trend  toward
outsourcing  material  handling  project  design and management has expanded the
overall  demand for material  handling  products and created  opportunities  for
integrated  systems  providers  who also  sell  products  to  include  their own
products in the systems they design and install.

     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
fourteen  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
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  $736.2 million and $68.0
million,  respectively,  for the year ended  March 31,  2000 from  approximately
$172.3 million and $18.3  million,  respectively,  in fiscal 1995,  representing
compound annual growth rates of approximately 33.7% and 30.0%, respectively.


Key Strengths

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

     Leading Market  Position and Strong Brand Names.  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. Columbus McKinnon is the largest manufacturer of hoists, alloy and high
strength  carbon  steel  chain  and  operator-controlled  manipulators  in North
America.  The  Company  believes  it has more  overhead  hoists  in use in North
America  than all of its  competitors  combined  and  estimates  that 69% of its
domestic Products segment sales  (approximately 37% of total net sales) are into
markets  where the  Company  is the  leading  supplier.  Through  its  Solutions
segments,  the Company is also a leading provider of integrated material systems
with strong  market share in the United States and Europe.  The Company's  brand
names, including Abell-Howe,  ASI, American Lifts, Big Orange, Budgit,  Chester,
CM,  Coffing,  Duff-Norton,   Gaffey,  Hammerlok,   Herc-Alloy,  Larco,  Lister,
Positech,  Shaw-Box,  Univeyor  and  Yale,  are among  the most  recognized  and
respected in the  material  handling  industry.  The Company  believes  that its
strong  brand  name  recognition,  together  with its  large  installed  base of
products and systems,  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.

     Preferred Provider to Major Distributors.  The Company enjoys long-standing
relationships  with,  and is a preferred  provider  to, many of North  America's
largest  distributors  of industrial  products.  Since 1990,  during a period of
significant consolidation among distributors of material handling equipment, the
Company has maintained and enhanced its relationships with leading  distributors
and distributor groups. The Company believes that its ability to retain existing


                                       3
<PAGE>

customers and attract new customers is attributable to its ongoing commitment to
customer  service and  satisfaction.  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 14 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  believes that it has  successfully  increased
sales and market share by leveraging its strong  distribution  relationships and
increasing  the  number of  Columbus  McKinnon  products  carried by many of its
distributors.

     Diversified  Products,  Markets,  and  Customer  Base.  Among  all  of  its
competitors  in the material  handling  industry,  the Company  believes that it
offers the most extensive line of material handling products to the widest range
of  distribution  channels  for  application  in the most  diverse  range of end
markets.  No single product  accounted for more than 1% of net Products  segment
sales for the year ended March 31, 2000. In addition, the Company's products are
sold to over 20,000 general,  specialty and service-after-sale  distributors and
original  equipment  manufacturers  ("OEMs")  for  various  applications  in the
following  industries:  general  manufacturing,   marine,  agricultural,   power
generation,  vehicle  assembly,  entertainment,   construction,   mining,  crane
building,  transportation,  logging,  oil and gas  production,  pulp and  paper,
primary metals  production and steel  processing,  warehousing and distribution,
and food and  beverage.  The Company also sells its products for consumer use to
several thousand hardware, trucking and transportation, farm hardware and rental
outlets. No single end-user,  distributor or customer accounted for more than 5%
of net Products segment sales for the year ended March 31, 2000.  General Motors
Corporation,  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, 2000.  The Company  believes  that the  diversity of its product
offering, distribution channels and end markets provides significant competitive
advantages  and minimizes  its  dependence on any  particular  product,  market,
customer or geographic region.

     Highly  Integrated  and  Synergistically  Linked  Operations.  The  Company
believes that it will continue to achieve revenue and cost synergies through the
increased integration of acquired and existing operations. The Company's diverse
operations are currently linked in a number of synergistic ways, including:

     o Cross-selling and cooperative strategies

     o Consolidated purchasing activities

     o Integrated internal supply networks

     o Centralized internal administration support systems

     o Integrated capital planning

     o A  Company-wide  Enterprise   Resource  Planning  system  that   supports
       integrated  production and inventory  planning,  resource  allocation and
       integrated business processes across multiple facilities and functions


                                       4
<PAGE>

     o A matrix organization  consisting  of  operating groups  of manufacturing
       facilities with similar business  processes which are combined with sales
       and marketing groups to form business units

     o Cross-operational and  cross-functional product  and process  development
       capabilities,  including 3-D modeling in a multi-functional  and facility
       team environment

     o Significant  human resource sharing among business units and operating
       groups

     Limited Exposure to Cyclicality.  The Company believes that its exposure to
the  cyclicality  of its  end-user  markets is  mitigated as a result of several
factors, including:

     o Diversified product line, distribution channels and end-user base

     o Geographic  diversity,  with  approximately  25% of fiscal 2000 net sales
       outside of the United States

     o Approximately  75% of the Company's  Product segment sales are classified
       as maintenance, repair, operating and production ("MROP") supplies, which
       have significantly lower per unit price points than capital goods and are
       generally  considered  "must  have"  items,  irrespective  of  prevailing
       conditions

     o Ability to manage in an economic  downturn,  including (i) the ability to
       control   production   in   response  to  changes  in  demand  and  avoid
       unintentional  inventory  buildup  and (ii) the  ability  to  manage  the
       Company's mix of fixed and variable costs

     Experienced Management Team with Significant Ownership Interest.

     o Top seven executives have 165 years of relevant industry experience

     o Management,  Directors and insiders collectively own approximately 18% of
       the Company's outstanding common stock

     o The  Columbus  McKinnon  ESOP  owns  approximately  10% of the  Company's
       outstanding common stock and includes  substantially all of the Company's
       domestic, non-union employees

Business Strategy

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

     Leverage Strong Competitive Position - The Company's  substantial installed
base of products,  premier engineering capabilities and close relationships with
diverse  distribution  channels enable it to increase sales and enhance customer
service by:


                                       5
<PAGE>

     o Selling new and acquired products and services to existing  customers and
distribution channels

     o Selling existing  products and services to new customers and distribution
channels, including those served by acquired businesses

       -  Expand the operations of the Solutions - Industrial segment, which has
          a strong  foundation in Europe,  to further  penetrate  North America,
          Latin America and Asia

       -  Diversify the revenue stream of the Solutions - Automotive segment and
          generate   incremental   sales  from  other  U.S.   and  foreign  auto
          manufacturers, auto parts suppliers and other new industrial customers

     o Anticipating customer needs and developing new and improved products

     o Expanding  its strong  service-after-sale  parts,  repair,  and  product
       replacement business by providing additional services such as field parts
       stocking and repair capabilities

     Focus on Quality,  Productivity  and  Efficiency - The Company  continually
focuses on improving its products,  manufacturing  methods and general operating
processes.

     o ISO 9000 Certification - Most of the Company's factories and distribution
       centers are ISO 9000 certified.  All others either meet the  requirements
       for certification, or are in process of reaching compliance.

     o Process  and  Productivity  Improvement  -  Ongoing  efforts  to  improve
       operations and increase productivity include the following:

       -  Reducing  overall business  and production cycle times from receipt of
          order to collection of cash

       -  Reducing machine set-up times and inventory levels

       -  Establishing efficient facility layouts

       -  Integrating  all business  functions and facilities  into one seamless
          enterprise  resource planning system known as CMBIS (Columbus McKinnon
          Business Information System)

       -  Continuing  to enhance  CMBIS to  increase  productivity  and  provide
          timely information

       -  Investing  in   capital  equipment  that  adds  economic  as  well  as
          customer service value, including productivity enhancing machinery and
          integrated engineering systems such as 3-D CAD/CAM systems

       -  Providing incentives to all associates to use capital wisely by paying
          incentive bonuses based upon EVA(R)


                                       6
<PAGE>

       -  Operating in a team environment empowering associates to contribute to
          the success of the Company and its customers

     o Purchasing  Cost Savings - The Columbus  McKinnon  Purchasing  Council is
       responsible for  Company-wide  procurement of most major commodity groups
       including  steel,  motors,  bearings  and other  components.  Through its
       Purchasing  Council,  the Company is leveraging the combined buying power
       of its diverse  operations to source  quality  components and services at
       reduced prices.

     o Product  Rationalization  - The Company  believes  that its  portfolio of
       brands  with  similar   offerings  in  certain   product  lines  provides
       opportunities for rationalization.

     o Component  Rationalization  - The Company is achieving  significant  cost
       reductions  and  increasing  product  quality by value  engineering  high
       volume  components  used  in  multiple  products.  By  value  engineering
       components to achieve greater  standardization,  the Company is improving
       product manufacturability and enhancing ease of assembly.

     o Manufacturing  Rationalization  - Through  the  creation  of "centers  of
       excellence",  the Company believes consolidated  component  manufacturing
       for multiple  products at multiple  assembly sites will create additional
       efficiencies and quality improvements.

     o Facility  Rationalization  - The Company believes that significant  fixed
       cost reductions and margin  improvements are attainable through continued
       rationalization and consolidation of certain of its existing facilities.

     New Product  Development  - The Company  will  continue  to  introduce  new
material handling products and services developed internally to satisfy customer
needs and to enhance its ability to serve its markets. Recent examples include:

     o A safer air balancer, an operator assisted light load air powered lifting
       device

     o A new short handle  puller,  having less weight and requiring less space,
       for the utility industry

     o New  top-running and underhung end trucks,  more cost effective,  for the
       crane-builder industry

     o A new mini-load  crane,  a high speed,  light weight  picking  device for
       warehouse applications

     Continue to Implement  CraneMart(TM) Strategy - In fiscal 1999, the Company
initiated  its  CraneMart(TM)  strategy to build an  integrated  North  American
network of fully capable  Company-owned  and  independent  crane  builders.  The
acquisitions  of  Abell-Howe  Crane,  Inc.  in August  1998,  the merger with GL
International,  Inc. in March 1999, and the acquisition of Washington  Equipment
Company  in  April  1999  were  the  Company's  first  significant  steps in the
implementation of CraneMart(TM).


                                       7
<PAGE>

     o CraneMart(TM) participants utilize Columbus McKinnon's products and parts
       in their own  offerings  and  receive a full range of  services  from the
       Company including best pricing and products,  parts distribution  rights,
       dedicated technical support and shared resources.

     o The Company has formed additional  strategic  alliances by agreement with
       approximately  50  independent  participants,  in  major  North  American
       industrial markets.

     o The Company  believes  that  CraneMart(TM)  will  enhance  the  Company's
       position as a full-service  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-users  including timely parts availability
       and service.

     Increase  Penetration of  International  Markets - The Company  maintains a
distributor   network  in  approximately  50  countries  and  has  manufacturing
facilities in Canada, Mexico,  Germany, The United Kingdom,  Denmark, France and
China. The Company intends to increase  international  sales and enhance margins
through the implementation of the following initiatives:

     o Worldwide  Parts  Distribution - The Company is  streamlining  its global
       supply  chain of parts and  services  to  end-users  in order to increase
       margins and enhance customer service.

     o Global  Sales and  Marketing - The  Company's  objective is to market and
       sell its products into Latin America, Asia and Europe and obtain the same
       leading  market share that it has achieved in North  America.  To execute
       this strategy,  the Company has established  sales and service offices in
       the major market areas of each region.

     o Mexican Manufacturing  Strategy - The Company plans to increase sales and
       achieve  margin  improvements  by  manufacturing  and exporting a broader
       array of high quality, low cost products and components from its facility
       in Mexico to further  penetrate  markets in North and South America.  The
       Company's Mexican facility,  located near Mexico City, currently produces
       hand-powered  and  electric  hoists  and chain for the U.S.  and  Mexican
       markets.

     o Chinese Manufacturing  Strategy - Similar to its Mexican initiative,  the
       Company's  Chinese  strategy  involves  capitalizing  on China's low cost
       operating  environment by manufacturing and exporting products to markets
       in Asia,  Europe and North America.  The Company  currently  operates two
       factories  in China  which  produce  textile  slings,  pallet  trucks and
       ratchet  lever hoists for  delivery and sale into Europe,  under the Yale
       brand name.

     Penetrate  New  Distribution  Channels  - The  Company  is  leveraging  its
established  brand  names and  leading  market  position  into new  distribution
channels to generate incremental sales at attractive margins.

     o The Internet and  E-Commerce - The Company's web site at  www.cmworks.com
       currently includes a comprehensive  catalog of Columbus  McKinnon's hoist
       products.  A team led by executive management is developing the Company's
       e-commerce  strategy and implementation  plan, which is being executed by
       the Company's department of dedicated internet professionals. Pursuant to


                                       8
<PAGE>

       its  strategic  plan,  the  Company  will  expand its web site to include
       maintenance  manuals,  pricing  information,  advertisements and customer
       service information.  Ultimately, the web site will facilitate e-commerce
       for all of the Company's sales divisions. One product line is expected to
       be  offered  for sale on the web site as a pilot  program  during  fiscal
       2001.

     o Telesales  - The  Company  has  launched a  telesales  effort  focused on
       smaller  industrial  distributors  and users of the Company's  industrial
       products.

     Pursue Selective  Acquisitions - The Company intends to selectively  pursue
strategic  acquisitions,  joint  ventures  and  alliances  that  strengthen  the
Company's  leadership  position in the material  handling and lifting  industry.
Potential  strategic  combinations  will be evaluated based on their ability to,
among other things:

     o Complement existing businesses

     o Expand product lines

     o Broaden distribution channels

     o Increase the Company's international presence

     o Enhance shareholder value and the Company's EVA(R)position


Recent Developments

     In January 2000, the Company retained the services of an investment banking
firm to advise it on  strategic  alternatives  to  maximize  shareholder  value,
including a sale or merger of the Company.

Segment Information

     During fiscal 2000 the Company classified its operations into the following
three business segments:

          Products.  The Company's  Products segment  designs,  manufactures and
distributes a broad range of material handling  products for various  industrial
applications  and for consumer use. The 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   special   purpose   lifters.   These   products  are  typically
manufactured for stock and are sold through a variety of commercial distributors
and to end-users.  The Company also sells these products to the consumer  market
through a variety of retailers and wholesalers.



                                       9
<PAGE>

          Solutions - Industrial.  The Company's  Solutions - Industrial segment
is engaged  primarily in the design,  fabrication and installation of integrated
workstation and  facility-wide  material  handling systems and in the design and
manufacture of operator-controlled manipulators and tire shredders. The products
and services of the Solutions - Industrial  segment are highly  engineered,  are
generally  built to order and are  primarily  sold  directly  to  end-users  for
specific applications.

          Solutions  -  Automotive.   The  Solutions  -  Automotive  segment  is
comprised  entirely of the  operations of ASI, which was acquired in March 1998.
ASI's primary activity is the conception,  design and  implementation of complex
material  handling  systems,  and its  primary  products  include  overhead  and
inverted  power-and-free  conveyors,  as  well as  state-of-the-art  electrified
monorail systems, belt skid conveyors and skillet systems.

     Financial  information regarding the business segments is presented in Note
17 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 2000,  net sales of the Products  segment  were  approximately  $511.3
million  or   approximately   69.4%  of  the  Company's  net  sales,   of  which
approximately  $380.5  million (74%) were domestic and $130.8 million (26%) 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 2000:

                  Hoists......................................     53.7%
                  Chain and forged attachments................     24.4
                  Industrial overhead cranes..................     14.4
                  Industrial components.......................      7.5
                                                                  -----
                                                                  100 %
                                                                  =====

     Hoists.  The  Company  manufactures  a variety of  electric  chain  hoists,
electric wire rope hoists, hand-operated hoists, lever tools, air balancers and.
air-powered  hoists. Load capacities for the Company's hoist product lines range
from one-eighth of a 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.

     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.



                                       10
<PAGE>

     Chain and Forged  Attachments.  The Company  manufactures  alloy and carbon
steel  chain  for  various   industrial  and  consumer   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,  as  well as  three  grades  and  multiple  sizes  of  carbon  steel
welded-link  chain 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  manufacturing  market and
anchor  and  buoy  chain  sold  primarily  to the  United  States  and  Canadian
governments.

     The Company  also  manufactures  a complete  line of alloy and carbon steel
closed-die 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.

     In  addition,  the Company  manufactures  carbon  steel  forged and stamped
products,  such as loadbinders,  logging tools 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 and its  acquisition  of Washington  Equipment  Company in
April  1999  established  the  Company  as  a  significant  participant  in  the
strategically  important  crane building and servicing  markets.  Crane builders
represent a specialized  distribution  channel for electric wire rope hoists and
other crane components.

     Industrial  Components.  Through  the  Duff-Norton  division  of  its  Yale
Industrial  Products,   Inc.  ("Yale")  subsidiary,   the  Company  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
equipment,  locomotives and industrial machinery. Rotary unions are devices that
transfer a liquid or gas from a fixed pipe or hose to a rotating drum,  cylinder
or other  device.  These  unions  are  unique in that  they  connect a moving or
rotating  component of a machine to fixed  plumbing  without  major  spillage or
leakage. Rotary unions are used extensively in a variety of industries including
pulp and paper, printing, textile and fabric manufacturing,  rubber and plastic.
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.



                                       11
<PAGE>

     Solutions - Industrial Segment

     The  Solutions -  Industrial  segment is engaged  primarily  in the design,
fabrication  and  installation  of  integrated  work  station and  facility-wide
material   handling   systems  and  in  the  manufacture  and   distribution  of
operator-controlled manipulators, scissor lifts and tire shredders. Net sales of
the  Solutions  -  Industrial  segment in fiscal 2000 were  approximately  $68.6
million  or  approximately  9.3% of the  Company's  total  net  sales,  of which
approximately  $42.4 million (62%) were domestic and approximately $26.2 million
(38%) 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 2000:

         Integrated material handling conveyor systems........     54.7%
         Manipulators.........................................     19.6
         Scissor lifts........................................     17.2
         Other................................................      8.5
                                                                  -----
                                                                  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.  Univeyor specializes in designing computer-controlled and automated
powered  roller  conveyors  for use in  warehouse  operations  and  distribution
systems.   The  Company's  Handling  Systems  and  Conveyors,   Inc.  subsidiary
specializes in designing,  manufacturing and servicing  overhead  power-and-free
conveyor systems for industrial customers.

     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   two  lines  of  sophisticated
operator-controlled  manipulators  under the names  Positech  and  Conco.  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.

     Solutions - Automotive Segment

     The Solutions - Automotive  segment,  through ASI, is engaged  primarily in
the conception,  design and  implementation of complex material handling systems
and  the  design,   manufacture  and   distribution  of  overhead  and  inverted
power-and-free  conveyors,  state-of-the-art  electrified monorail systems, belt
skid  conveyors  and skillet  systems.  Net sales of the  Solutions - Automotive
segment in fiscal 2000 were approximately  $156.4 million or approximately 21.2%
of the Company's  total net sales, of which  approximately  $129.6 million (83%)
were domestic and approximately $26.8 million (17%) were international.


                                       12
<PAGE>

     Overhead and  Inverted  Power-and-Free  Conveyor  Systems.  ASI's  conveyor
systems are used primarily in automotive and agri-business  equipment plants for
assembly  and paint  operations.  These  conveyor  systems  deliver  products of
various  size and  weight at  moderate  speeds to  multiple  locations  within a
manufacturing or assembly plant, and can be coded to provide  inventory  status,
carrier location and other information.

     Electrified  Monorail Systems.  These fast and efficient  material handling
systems can reach 300 feet per minute,  and are  independently  powered with the
ability to move forward and  backward.  Monorail  systems are cleaner,  quieter,
more  ergonomically  correct and require a smaller  foot print than  traditional
power-and-free  systems.  Monorail systems are generally used in automotive body
shop and general assembly plant applications.

     Fixed Skid,  Skillet and Pallet Conveyor  Systems.  These systems are floor
mounted  modular  conveyors  providing  high density  storage and delivery  with
horizontal  and  vertical  travel  flexibility.  They  are  often  used in harsh
environments  for  painting  and  delivery  applications  and can be supplied in
light-duty belt-driven or heavy duty chain-driven styles.

     Specialized  Products.  ASI produces a full range of high lift and low lift
forks for automotive body transfers between systems, automatic drop sections and
steel mill coil transfer cars.

     Parts for all  Products.  ASI offers a complete line of spare parts for all
products to meet the maintenance needs of its customers.


Sales and Marketing

     Products Segment

     The  Company's  sales and  marketing  efforts in  support  of its  Products
segment consist of the following programs:

     o Factory-Direct  Field Sales and  Customer Service - The Company sells its
       products   through  its  own  sales   forces  and   through   independent
       manufacturing  agents  worldwide,   including  more  than  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 250 Company-trained  customer service
       correspondents and sales application  engineers.  The Company compensates
       its field sales force through a combination of base salary and commission
       plan based on top line sales and a  pre-established  sales  quota.  Sales
       directors and regional sales management  receive a base salary and target
       EVA(R) annual bonus.

     o Product Advertising - The Company promotes its products by advertising in
       leading trade journals as well as producing and distributing high quality
       information  catalogs.  The Company supports its product  distribution by
       running cooperative  "pull-through" advertising in over 50 vertical trade
       magazines and directories targeting theatrical,  international,  consumer
       and crane builder markets.  The Company runs separate  advertisements for
       chain,  hoists,  forged  attachments,  scissor  lift  tables,  actuators,
       hydraulic jacks, hardware programs, cranes and light rail systems.



                                       13
<PAGE>

     o Trade Show  Participation  - Trade shows are central to the  promotion of
       the Company's  products and, in certain cases, for the actual sale of its
       products, particularly to hardware retailers. The Company participates in
       more than 60 regional,  national and international trade shows each year.
       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"  organized  by  individual   hardware  and
       industrial distributors. The Company also attends specialty shows for the
       entertainment,  rental and  safety  markets,  as well as general  purpose
       industrial  and consumer  hardware  shows.  In fiscal  2000,  the Company
       participated in trade shows in the US, Canada, France,  Mexico,  Germany,
       England, Argentina and Australia.

     o Industry  Association  Membership  and  Participation  - As a  recognized
       industry leader, the Company has a long history of work and participation
       in a variety of industry  associations.  Columbus McKinnon  management is
       directly involved at the officer and director levels of numerous industry
       associations   including  the  following:   ASMMA  (American  Supply  and
       Machinery   Manufacturers   Association),   AWRF  (Associated  Wire  Rope
       Fabricators), PTDA (Power Transmission and Distributors Association), SCA
       (Specialty  Carriers and Riggers  Association),  WSTDA (Web Sling and Tie
       Down  Association),   MHI  (Material  Handling  Institute),   HMI  (Hoist
       Manufacturers  Institute),   CMAA  (Crane  Manufacturers  Association  of
       America), ESTA (Entertainment Services and Technology Association),  NACM
       (National  Association  of  Chain  Manufacturers),   and  AHMA  (American
       Hardware Manufacturers Association).

     o Product  Standards  and Safety  Training  Classes - The Company  conducts
       on-site  training  programs  worldwide for  distributors and end-users to
       promote and reinforce the attributes of the Company's  products and their
       safe use and operation in various material handling applications.

     o Web Site - The Company's web site at  www.cmworks.com  currently includes
       an electronic  catalog of Columbus  McKinnon  hoist  products.  Potential
       customers can browse through the Company's  diverse  product  offering or
       search for specific  products by name or  classification  code and obtain
       technical product  specifications.  In the near future, the Company plans
       to  post  additional  product  catalogs,   maintenance  manuals,  pricing
       information,  advertisements, and customer service information on its web
       site and ultimately perform e-commerce on this web site. One product line
       is  expected  to be offered  for sale on the web site as a pilot  program
       during fiscal 2001.

     Solutions - Industrial Segment

     The products and  services of the  Solutions - Industrial  segment are sold
primarily to large corporate end-users, including Federal Express, Volvo, United
Biscuits,  Lego, Chivas Regal, J.I. Case, John Deere,  DuPont,  3M, GTE, Cummins
Engine, Steelcase,  Boeing, Saturn, General Electric, Waste Management and other
industrial  companies,  system integrators and distributors.  In the sale of its
integrated  material handling conveyor systems,  the Company generally acts as a
prime contractor with turnkey  responsibility,  or as a supplier working closely
with the customer's  general  contractor.  Sales are generated by internal sales
personnel  and  rely  heavily  on  engineer-to-engineer  interactions  with  the
customer.  The  process of  generating  client  contract  awards for  integrated
conveyor  systems  generally  entails  receiving  a  request-for-quotation  from



                                       14
<PAGE>

customers  and  undergoing  a  competitive  bidding  process.  The  Solutions  -
Industrial  segment  also  sells  scissor  lifts and  manipulators  through  its
internal  sales  force and  through  specialized  independent  distributors  and
manufacturers representatives.

     Solutions - Automotive Segment

     ASI's  sales are largely  concentrated  on the  automotive  OEM market with
General  Motors and Ford  representing  more than 90% of total net sales.  Other
customers include  agricultural  equipment OEMs such as John Deere and J.I. Case
and foundry customers such as Griffin Wheel. ASI's sales and marketing effort is
focused on establishing  and maintaining  relationships  with OEM customers that
often involve  significant  interaction  of key  engineering  and process design
personnel.  North  American  sales and marketing  operations  are conducted from
ASI's three main offices:  Kansas City, MO; Lansing, MI; and Hamilton,  Ontario,
Canada. International sales and marketing operations are headquartered in Kansas
City and primarily focus on pursuing  international business from existing North
American  customers  as they  establish  operations  throughout  the  world.  In
addition,  ASI has  relationships  with a number of key  suppliers in Europe and
Asia to assist in project  sales,  engineering  support  and  manufacturing  and
installation  activity.  ASI also  participates in CEMA, the Conveyor  Equipment
Manufacturing Association.


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  and  end-users.  The
Company  also  sells  to the  consumer  market  through  one-step  and  two-step
wholesalers.  In addition,  the Products segment sells overhead bridge,  jib and
gantry cranes,  as well as certain  forgings and chain  assemblies,  directly to
end-users.

     General Distribution Channels:

     o Industrial  distributors  are traditional mill supply  distributors  that
       serve local or regional industrial markets and sell a variety of products
       for 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 assemble 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,  install and service  overhead crane and
       light-rail systems for general industry and sell a wide variety of hoists
       and lifting attachments.  The Company sells electric wire rope hoists and
       chain hoists as well as crane components,  such as end trucks,  trolleys,
       drives and electrification systems to crane builders.

      Crane End-users:

     o Crane end-users:  The  Company  sells  overhead bridge,  jib  and  gantry
       cranes,  parts and service to  end-users  through the wholly  owned crane
       builders within the  CraneMart(TM)  network,  The Company's  wholly owned
       crane builders (Abell-Howe,  GL and Washington Equipment Company) design,
       manufacture,  install and service a variety of cranes ranging in capacity
       from one ton to 100 tons.


                                       15
<PAGE>

     Specialty Distribution Channels:

     o Catalog  houses  market a variety of MROP  supplies,  including  material
       handling   products,   either  exclusively   through  large,   nationally
       distributed  catalogs,  or through a combination  of catalog and internet
       sales and a field  sales  force.  The  customer  base  served by  catalog
       houses,  which  traditionally  included smaller industrial  companies and
       consumers,  has recently grown to include large  industrial  accounts and
       integrated  suppliers.   Typically,  catalog  houses,  particularly  W.W.
       Grainger, Inc., are pursuing e-commerce through their websites.

     o Material handling  specialists design and assemble systems  incorporating
       hoists, overhead rail systems, trolleys, lift tables,  manipulators,  air
       balancers,  jib arms and other  material  handling  products  to  provide
       end-users with solutions to their material handling problems.

     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 14 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.

     OEM/Government Distribution Channels:

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

     o Government  sales - products  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.

     Consumer Distribution:

     o Consumer  sales,   consisting   primarily  of  carbon  steel  chain   and
       assemblies,  forged attachments and hand powered hoists, are made through
       five distribution  channels:  two-step  wholesale  hardware  distribution
       (such as Distribution  America and Ace Hardware);  one-step  distribution
       (such  as  Fastenal  and  Canadian  Tire);  trucking  and  transportation
       distributors  (such as U-Haul and Fruehauf);  farm hardware  distributors
       (such as J.I. Case and Tractor Supply Company); and rental outlets.


                                       16
<PAGE>

     International Distribution:

     o The  Company  distributes  virtually  all  of its  products  in  over  50
       countries on six continents through a variety of distribution channels.

Solutions Segments

     The products and services of the Solutions  segments are sold  primarily to
OEMs and 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 sales personnel,
and generally  developed 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

     Products Segment

     The Company maintains customer service  departments staffed by well-trained
personnel  for  all of its  Products  segment  sales  divisions,  and  regularly
schedules  product  and  service  training  schools  for  all  customer  service
representatives  and field sales  personnel.  In addition,  training schools for
distribution  and  service  station  personnel,  as well as for  end-users,  are
scheduled  on a regular  basis at most of the  Company's  facilities  and 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 and theatrical
organizations.

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

     Solutions - Industrial Segment

     The  Solutions  -  Industrial  segment  offers a wide range of  value-added
services  to  customers  including:  an  engineering  review  of the  customer's
processes;  an engineering  solution for identified  material handling problems;
project management; and custom design,  manufacturing and installation services.
The Company also offers  after-sales  services  including  operator training and
maintenance.  After-sales  services  are  offered  throughout  the  life  of the
equipment or system installed.  The typical length of after-sales service varies
depending on customer  requirements,  with supplemental training courses offered
as needed.


                                       17
<PAGE>

     Solutions - Automotive Segment

     The Solutions - Automotive  segment  utilizes its  world-class  engineering
capabilities,  comprehensive  databases and  sophisticated CAD systems to design
specific  solutions for its  customers'  needs.  The Company  prepares  detailed
manuals  discussing  operation,  control systems,  safety,  maintenance and part
specifications for each new installation.  ASI also provides on-site training as
well as after sales services  throughout the life of the system  installed.  The
typical length of after-sales service varies depending on customer requirements,
with supplemental training courses offered as needed.


Recent Acquisitions

     Since February 1994, the Company has acquired fourteen operations:

     o In April 1999,  the Company  acquired  Washington  Equipment  Company,  a
       manufacturer  and  servicer of overhead  cranes,  for approximately  $6.4
       million.  This  acquisition  was an  additional  step by the  Company  in
       furtherance of its CraneMart(R) strategy.

     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 a pooling of interests transaction in which shares of, and
       options to purchase,  the Company's  common stock valued at approximately
       $20.6  million were exchanged for all  outstanding shares and  options of
       GL.  This   acquisition  was  the  Company's  first  major  step  in  the
       implementation of its CraneMart(R) 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 Gautier, a French  manufacturer of
       rotary  unions  and  swivel  joints,   for  approximately  $2.9  million.
       Gautier'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 ASI, a designer,  manufacturer  and
       installer of custom conveyors and material handling systems primarily for
       the automotive  industry,  for  approximately  $155.0 million,  including
       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.


                                       18
<PAGE>

     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,
       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

     Despite recent consolidation, the material handling industry remains highly
fragmented.  The  Company  faces  competition  from a wide  range  of  regional,
national and international manufacturers across its product and service areas in
both domestic and international markets. In addition, the Company often competes
with individual operating units of larger, highly diversified companies.

     The principal  competitive factors affecting the market for the products of
the Company's Products segment include performance, functionality, price, brand,
reputation,  reliability, customer service and support and product availability.
Other important factors include  distributor  relationships,  territory coverage
and the ability to service the  distributor  with  on-time  delivery  and repair
services.


                                       19
<PAGE>

     The principal competitive factors affecting the market for the products and
services of the Company's  Solutions  segments  include  application  solutions,
performance  and price.  The process of generating  client  contract  awards for
these  businesses  generally  entails  receiving  a  request-for-quotation  from
end-users and undergoing a competitive bidding process.

     Within its  Products  segment,  the Company  competes in the sale of hoists
with  Mannesman  Dematic,  Kito-Harrington,  Ingersoll-Rand,  KCI Konecranes and
Morris  Material  Handling;  in chain with Campbell,  Peerless Chain Company and
American Chain and Cable Company;  in forged  attachments  with the Crosby Group
and  BTC;  in  industrial   components  with  Deublin,   Joyce-Dayton  and  Nook
Industries; and in crane building with Mannesman Dematic, KCI Konecranes, Morris
Material  Handling  and R. Stahl.  Within its  Solutions  segments,  the Company
competes in providing industrial solutions with Rapistan Systems, KCI Konecranes
and Jervis B. Webb; and in providing automotive solutions with Rapistan Systems,
Jervis B. Webb,  Dearborn  Mid-West,  Allied  UniKing,  Fata  Automation SpA and
Daifuku.


Employees

     At March 31, 2000, the Company had approximately 4,145 employees,  3,256 in
the United States, 361 in Canada, 120 in Mexico and 408 in Europe. Approximately
1,425 of the Company's  employees are represented  under 12 separate  collective
bargaining  agreements  which  terminate at various  times  between May 2001 and
March 2004.

     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
Duff-Norton  plant in  Charlotte,  North  Carolina in fiscal 1997,  prior to its
acquisition by the Company.  The Company believes that its relationship with its
employees is good. In support of this  relationship,  the 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

     Products Segment

     The Company's backlog of orders at March 31, 2000 was  approximately  $52.5
million compared to approximately $56.6 million at March 31, 1999. 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.  The Company  does not believe  that the
amount of its backlog orders is a reliable indication of its future sales.

     Solutions - Industrial Segment

     Revenues  from the Company's  Solutions - Industrial  segment are generally
recognized  within one to six months.  The Company's  backlog of orders at March
31, 2000 was approximately  $11.3 million compared to approximately $7.5 million
at March 31, 1999.


                                       20
<PAGE>

     Solutions - Automotive Segment

     Revenues from the Company's  contracts for automated  systems are generally
recognized within 12 to 18 months.  The Company's backlog of orders at March 31,
2000 was approximately $85.4 million compared to approximately $102.4 million at
March 31, 1999.


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  most of these raw  materials  from a limited  number of strategic and
preferred  suppliers  under  long-term  agreements  which  are  negotiated  on a
company-wide  basis to take  advantage  of volume  discounts  and to protect the
Company from price  fluctuations.  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
2000. 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 or financial condition and, accordingly, has
not budgeted any material capital expenditures for environmental  compliance for
fiscal 2000.

     On or about February 1, 2000, the Company  received  notification  from the
U.S.  Attorney's Office for the Northern District of Iowa that the U.S. Attorney
intended  to file a  complaint  on behalf  of the  United  States  Environmental
Protection Agency ("EPA") against the Company for alleged  violations of certain
chromium air  emissions  standards  under the National  Emission  Standards  for
Hazardous Air  Pollutants  ("NESHAPS")  pursuant to the federal Clean Air Act in
connection  with the Company's  facility  located in Laurens,  Iowa. On or about
June 21, 2000, the Company agreed informally to a  settlement-in-principle  with


                                       21
<PAGE>

the U.S.  Attorney's  Office and EPA,  under which the  Company  agreed to pay a
civil penalty of $60,000 to resolve any and all  liabilities in connection  with
the matter.  The  informal  settlement  agreement  should not be construed as an
admission  of any  liability  by the  Company.  It is  anticipated  the informal
settlement agreement will be memorialized in detailed settlement documents to be
negotiated  by the Company and the U.S.  Attorney's  Office,  representing  EPA.
Although the Company believes this matter will be closed within the next several
months by the  execution of the  appropriate  settlement  documentation  and the
payment of the indicated  settlement amount,  there can be no guarantee that the
parties  will be able to reach  agreement  on the  details of the  documentation
within a time frame acceptable to the parties.  In such an unlikely event, there
may be  litigation  regarding  the alleged  violations.  At this time, it is not
possible to determine the extent to which penalties,  if any, may be incurred by
the Company as a result of any such potential litigation.

     The  Company has agreed to  purchase a facility  that it has been  leasing,
located in Charlotte, North Carolina. Under the terms of the purchase agreement,
the Company has agreed to undertake  appropriate  action to close an underground
storage tank ("UST")  located at the  facility,  in compliance  with  applicable
regulatory  standards.  The  Company  is  in  the  process  of  determining  the
appropriate  steps required to close the UST. At this early stage of the closure
process, it is not possible to determine the costs associated with such closure.

     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
four administrative  enforcement  proceedings in connection with the remediation
of certain  facilities,  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  one  environmental
administrative  proceeding  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  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.  Construction  in connection
with the  remediation  has been  completed  and this project is currently in its
operations and  maintenance  phase.  As a result of a negotiated cost allocation
among the  participating  PRPs,  the  Company has paid its pro rata share of the
remediation  construction  costs and accrued its share of the ongoing operations
and maintenance  costs. As of March 31, 2000, 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


                                       22
<PAGE>

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 from a few of the  remaining  defendants  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 $734,130 in connection with the Pendleton Site and has
received payment in full of the settlement amount.

     For all of the  currently  known  environmental  matters,  the  Company has
accrued a total of  approximately  $860,000 as of March 31, 2000,  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.


























                                       23
<PAGE>


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 70 manufacturing and distribution and sales  facilities,  of which 45
are  located in the United  States,  7 are  located in Canada,  2 are located in
Mexico,  11 are  located in Europe,  3 are  located in Asia and 2 are located in
Africa. The following table summarizes the Company's  headquarters and principal
manufacturing and distribution facilities by business segment:

<TABLE>
<CAPTION>

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

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

Products (54 facilities):
     United States                                   1,859,647                  598,799          2,458,446
     International                                     399,066                  180,230            579,296

Solutions - Industrial (9 facilities):

     United States                                     322,934                   24,500            347,434
     International                                      85,500                   21,250            106,750

Solutions - Automotive (7 facilities):

     United States                                      81,475                   69,700            151,175
      International                                          -                    1,900              1,900
-----------------------
(1) Approximately 26,000 square feet is subject to an unaffiliated party through
June 30, 2003.
</TABLE>


         The Company also leases a number of sales offices and minor  warehouses
throughout North America, Europe, Asia and South America.

     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.


                                       24
<PAGE>

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

     Not applicable.




















































                                       25
<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 2000                    Fiscal 1999
                               -----------                    -----------
                             High       Low                 High       Low
                             ----       ---                 ----       ---

     1st Quarter            25 1/16    23 3/4              30 1/2     26 1/4
     2nd Quarter            17 5/8     17 1/8              28 7/16    15 1/8
     3rd Quarter            10 1/8      9 7/8              19 1/4     14 3/8
     4th Quarter            13 1/2     12 13/16            22 3/4     17 7/16

     As of March 31,  2000,  there were 307  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 2000
and $.28 per share in fiscal 1999.



























                                       26
<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,
2000. 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 ASI 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, (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,  and (xi) the
results of  operations  of WECO since its  acquisition  on April 29, 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.

<TABLE>
<CAPTION>

                                                                           Fiscal Years Ended March 31,
                                                                           ----------------------------
                                                          1996        1997         1998         1999        2000
                                                          ----        ----         ----         ----        ----
<S>                                                   <C>         <C>          <C>          <C>         <C>
                                                              (Dollars in thousands, except per share data)
Statement of Income Data:
Net sales .........................................   $ 209,837   $ 359,424    $ 561,823    $ 735,445   $ 736,254
Cost of products sold .............................     149,511     251,987      401,669      542,975     556,145
                                                      ---------   ---------    ---------    ---------   ---------
Gross profit ......................................      60,326     107,437      160,154      192,470     180,109
Selling expenses ..................................      19,120      32,550       46,578       52,059      50,450
General and administrative expenses ...............      13,941      24,636       33,361       39,850      44,260
Amortization of intangibles .......................         791       5,197       10,297       15,479      16,392
Other charges .....................................         672           -            -            -         965
                                                      ---------   ---------    ---------    ---------   ---------
Income from operations ............................      25,802      45,054       69,918       85,082      68,042
Interest and debt expense .........................       5,292      11,930       25,104       35,923      34,698
Interest and other income .........................       1,134       1,168        1,940        1,565       1,314
                                                      ---------   ---------    ---------    ---------   ---------
Income before income taxes, minority interest and
 extraordinary charge .............................      21,644      34,292       46,754       50,724      34,658
Income tax expense ................................       8,657      15,617       22,776       23,288      17,578
Minority interest .................................           -        (323)           -            -           -
Extraordinary charge for early debt extinguishment            -      (3,198)      (4,520)           -           -
                                                      ---------   ---------    ---------    ---------   ---------
Net income ........................................   $  12,987   $  15,154    $  19,458    $  27,436   $  17,080
                                                      =========   =========    =========    =========   =========
Net income per common share - diluted (a) .........      $ 1.69      $ 1.15       $ 1.35       $ 1.92      $ 1.20
Cash Dividend per common share (a) ................        0.24        0.27         0.28         0.28        0.28


Balance Sheet Data (at end of period):
Total assets ......................................   $ 188,734   $ 548,245    $ 788,862    $ 766,911   $ 759,824
Total long-term debt (including current maturities)       9,744     286,288      458,577      423,612     413,751
Total liabilities .................................      51,112     398,089      617,916      578,237     556,371
Total shareholders' equity ........................     137,622     150,156      170,946      188,674     203,453

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


                                       27
<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

Fiscal Years Ended March 31, 2000, 1999, and 1998

Overview

     The  Company  is a  broad-line  designer,  manufacturer,  and  supplier  of
sophisticated  material  handling  products  and  integrated  material  handling
solutions.  The Company's material handling products are sold,  domestically and
internationally,   principally  to  third  party  distributors  through  diverse
distribution  channels.  Distribution  channels  include  general  distributors,
specialty  distributors,   crane  end  users,  service-after-sale  distributors,
original   equipment   manufacturers   ("OEMs"),   government,    consumer   and
international.   The  general   distributors   are   comprised   of   industrial
distributors,  rigging shops and crane builders.  Specialty distributors include
catalog  houses,  material  handling  specialists  and  entertainment  equipment
riggers.  The  service-after-sale  network  includes  repair parts  distribution
centers, chain service centers, and hoist repair centers.  Consumer distribution
channels  include  mass  merchandisers,   hardware  distributors,  trucking  and
transportation distributors,  farm hardware distributors and rental outlets. The
Company's   integrated  material  handling  solutions  segments  primarily  deal
directly 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.

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


Results of Operations

     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,           2000 vs. 1999           1999 vs. 1998
                                   ----------------------------           -------------           -------------
                                 2000          1999          1998        Amount      %          Amount        %
                                 ----          ----          ----        ------      -          ------        -
<S>                          <C>           <C>           <C>            <C>         <C>        <C>           <C>
                                                         (In thousands, except percentages)
Products ...............     $ 511,287     $ 508,313     $ 515,893      $ 2,974      0.6       $ (7,580)     (1.5)
Solutions-Industrial ...        68,559        65,689        45,930        2,870      4.4         19,759      43.0
Solutions-Automotive ...       156,408       161,443             -       (5,035)    (3.1)       161,443         -
                             ---------     ---------     ---------      -------      ---       --------      ----
Consolidated net sales .     $ 736,254     $ 735,445     $ 561,823      $   809      0.1       $173,662      30.9
                             =========     =========     =========      =======      ===       ========      ====
</TABLE>


     Sales fluctuations  during the periods were primarily due to the March 1998
ASI acquisition and the January 1998 Univeyor acquisition,  offset by the August
1998 Mechanical Products divestiture.  Sales in 2000 of $736.3 million increased
by $0.8 million or 0.1% over 1999, and sales in 1999 of $735.4 million increased
$173.6 million or 30.9% over 1998. 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 as well


                                       28
<PAGE>

as the  comparison of fiscal 2000 to 1999 is impacted by the following  economic
factors:  1) the lingering  effect of the mid-1998  General Motors strike,  2) a
shift in a major  customer's  project  focus from small cars to trucks and sport
utility vehicles that impacted its plant modification  schedule, 3) a relatively
soft US industrial  market,  4) the impact of the poor Asian and South  American
economic situations,  and 5) a shift in demand from small retail hardware stores
to larger do-it-yourself superstores, to which the Company supplies only a small
share.

     The Automotive  Solutions  segment was formed in fiscal 1999 with the March
1998  acquisition of ASI. The 4.4% and 43.0% growth in the Industrial  Solutions
segment  in  fiscal  2000 and 1999,  respectively,  is due to the  January  1998
Univeyor acquisition,  offset by soft US industrial markets. The 0.6% growth and
1.5% decrease in the Products  segment in fiscal 2000 and 1999,  respectively is
impacted  by  several   small   acquisitions   including  the  April  1999  WECO
acquisition,  the January 1999  Camlok/Tigrip  acquisition,  the  December  1998
Gautier acquisition,  the August 1998 Abell-Howe acquisition,  and offset by the
August 1998 Mechanical Products  divestiture,  and soft US industrial markets in
general.

     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:
<TABLE>
<CAPTION>

                                                                              Fiscal Years Ended March 31,
                                                                              ----------------------------
                                                                          2000             1999            1998
                                                                          ----             ----            ----
<S>                                                                      <C>               <C>            <C>
Products Segment sales...........................................         69.5%            69.1%            92.9%
Solutions - Industrial Segment sales.............................          9.3              8.9              7.1
Solutions - Automotive Segment sales.............................         21.2             22.0                -
                                                                         -----            -----            -----

Net sales........................................................        100.0            100.0            100.0
Cost of products sold............................................         75.5             73.8             71.5
                                                                         -----            -----            -----

Gross profit.....................................................         24.5             26.2             28.5
Selling expenses.................................................          7.0              7.1              8.3
General and administrative expenses..............................          6.1              5.4              5.9
Amortization of intangibles......................................          2.2              2.1              1.9
                                                                         -----            -----            -----

Income from operations...........................................          9.2             11.6             12.4
Interest and debt expense........................................          4.7              4.9              4.4
Interest and other income........................................          0.2              0.2              0.3
                                                                         -----            -----            -----

Income before income taxes and extraordinary charge..............          4.7              6.9              8.3
Income tax expense...............................................          2.4              3.2              4.0
                                                                         -----            -----            -----

Income before extraordinary charge...............................          2.3%             3.7%             4.3%
                                                                         =====            =====            =====

</TABLE>

     The Company's  gross profit  margins were  approximately  24.5%,  26.2% and
28.5% for 2000, 1999 and 1998, respectively. The decrease in gross profit margin
in fiscal 2000 is  primarily  due to cost  overruns on three  international  ASI
projects,  and also due to  competitive  pricing  pressure  and product mix. The
decrease  in gross  profit  margin in fiscal  1999 is  primarily  due to the ASI
acquisition,  which generally produces lower gross profit margins than the other
segments.  The lower  profitability of this segment is offset by a lower capital
base required to design and manufacture  its products.  Offsetting the impact of
the items  discussed  above has been the effects of the  Company's  cost control
efforts and integration of acquisitions.


                                       29

<PAGE>

     Selling  expenses  were $50.5  million,  $52.1 million and $46.6 million in
fiscal 2000, 1999 and 1998, respectively. The 2000 expenses were impacted by the
additions of Camlok/Tigrip and Abell-Howe. The 1999 expenses include a full year
of ASI activity.  As a percentage of consolidated  net sales,  selling  expenses
were 7.0%, 7.1% and 8.3% in fiscal 2000, 1999 and 1998,  respectively.  The 2000
improvement  reflects cost control efforts as well as a change in classification
of certain  ASI  expenses to general and  administrative.  The 1999  improvement
reflects  a lower  level of  selling  expenses  incurred  on  behalf  of the ASI
business, relative to sales.

     General and administrative  expenses were $45.2 million,  $39.9 million and
$33.4  million in fiscal 2000,  1999 and 1998,  respectively.  The 2000 expenses
were impacted by the additions of WECO and Abell-Howe. The 1999 expenses include
a full year of ASI activity.  As a percentage of consolidated net sales, general
and  administrative  expenses were 6.1%,  5.4% and 5.9% in fiscal 2000, 1999 and
1998,  respectively.  Fiscal 2000 was  negatively  impacted by the incurrence of
proxy  contest  related  expenses   relative  to  the  August  16,  1999  annual
shareholders  meeting and annual director elections,  a change in classification
of  certain  ASI  expenses  from  selling,  and also the  relationship  of fixed
expenses  to soft  revenues.  The 1999  improvement  reflects  a lower  level of
general and  administrative  expenses  incurred  on behalf of the ASI  business,
relative to sales.

     Amortization  of  intangibles  was $16.4  million,  $15.5 million and $10.3
million  in fiscal  2000,  1999 and 1998,  respectively.  Fiscal  2000  includes
goodwill  amortization  from  the WECO  acquisition,  and a full  year  from the
Abell-Howe and Camlok/Tigrip acquisitions; 1999 includes a full year of goodwill
amortization  resulting from the ASI  acquisition;  1998 includes a full year of
goodwill amortization resulting from the Yale acquisition.

     Interest  and debt  expense  was $34.7  million,  $35.9  million  and $25.1
million in fiscal 2000, 1999 and 1998, respectively. The fiscal 2000 decrease is
primarily  due to the payment of debt based on strong  operating  cash flow less
funds used to finance  acquisitions,  offset by increased  interest  rates.  The
fiscal 1999 increase was primarily due to the financing required to complete the
ASI acquisition.  As a percentage of consolidated  net sales,  interest and debt
expense was 4.7%, 4.9% and 4.4% in fiscal 2000, 1999 and 1998, respectively.

     Interest and other income was $1.3  million,  $1.6 million and $1.9 million
in fiscal 2000, 1999 and 1998, 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 income  before  income taxes were 50.7%,
45.9% and 48.7% in fiscal 2000,  1999 and 1998,  respectively.  The  percentages
reflect the effect of non-deductible  goodwill  amortization  resulting from the
business acquisitions, offset by the effects of favorable tax strategies.

     In fiscal 1998, the extraordinary  charge for early debt  extinguishment of
$4.5 million  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 $3.0 million of tax benefit.


                                       30
<PAGE>

     As a result of the above, net income  decreased $10.4 million,  or 37.7% in
fiscal  2000 and  increased  $3.5  million or 14.4% in 1999  compared  to income
before the extraordinary  charge for debt  extinguishment in 1998. This is based
on net income of $17.1  million and $27.4 or 2.3% and 3.7% of  consolidated  net
sales in fiscal 2000 and 1999, respectively,  and $24.0 million of income before
an  extraordinary  charge for debt  extinguishment  in fiscal  1998,  or 4.3% of
consolidated  net sales.  Net of the effects of the  extraordinary  charge,  net
income  increased  $8.0  million or 41.0% in 1999,  based on net income of $19.5
million, or 3.5% of consolidated revenues in fiscal 1998.


Liquidity and Capital Resources

     On April 29, 1999,  the Company  acquired all of the  outstanding  stock of
Washington  Equipment  Company (WECO) for $6.4 million in cash,  financed by the
Company's revolving credit facility.

     On March 1, 1999,  GL  International  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,
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 $7.7 million 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 ASI
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.


                                       31

<PAGE>

     The  1998  Revolving  Credit  Facility  provides  availability  up to  $300
million,  due March 31, 2003, reduced to $275 million and $250 million effective
March  31,  2001  and  2002,  respectively,   against  which  $202  million  was
outstanding at March 31, 2000.  Interest is payable at varying  Eurodollar rates
based on  LIBOR  plus a  spread  determined  by the  Company's  leverage  ratio,
amounting  to 200 basis  points at March 31,  2000.  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.

     The senior  subordinated  8 1/2% Notes issued on March 31, 1998 amounted to
$199.5 million, net of original issue discount of $0.5 million and are due March
31, 2008. Interest is payable semi-annually based on an effective rate of 8.45%,
considering  $1.9  million  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
ongoing operations, budgeted capital expenditures, and business acquisitions for
the next twelve months.

     Net cash provided by operating activities was $36.7 million in fiscal 2000,
$57.5 million in 1999, and $38.4 million in 1998. The $20.8 million  decrease in
fiscal 2000 compared to 1999 results from  decreased net income of $10.3 million
and  an  increase  in  net  working  capital   components,   primarily  accounts
receivable.  The $19.1 million  increase in fiscal 1999 compared to 1998 results
from  increased  net  income  of  $8.0  million,   increased   depreciation  and
amortization of $7.3 million,  and a decrease in net working capital components,
offset by the extraordinary charge for early debt extinguishment of $4.5 million
in 1998.  Operating  assets  net of  liabilities  used cash of $13.3  million in
fiscal 2000, provided cash of $4.4 million in fiscal 1999, and used cash of $5.5
million in fiscal 1998.

       Net cash used in investing  activities  was $18.9  million in fiscal 2000
compared to $23.9  million in 1999 and $185.0  million in 1998.  The 2000 amount
includes the acquisition of WECO for $6.4 million.  The 1999 amount includes the
acquisitions of Camlok/Tigrip, Gautier, and Abell-Howe for $20.0 million, net of
cash acquired; it is reduced by $8.8 million of net proceeds from the Mechanical
Products  divestiture and $2.2 million of proceeds from the sale of a portion of
land  acquired  with  Yale  in  fiscal  1997.  The  1998  amount   includes  the
acquisitions of ASI, Univeyor and a GL business  acquisition for $175.7 million,
net of cash acquired; it is reduced by $4.6 million of proceeds from the sale of
a portion of the non-operating Yale land.


                                       32
<PAGE>

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  2000,  1999 and 1998 were $8.1
million, $13.0 million and $11.4 million, respectively,  excluding those capital
assets acquired in conjunction with business acquisitions. The lower spending in
fiscal  2000  reflects  a  deferral  of  certain  projects  due to  soft  market
conditions.


Inflation and Other Market Conditions

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


Seasonality and Quarterly Results

     Quarterly  results  may be  materially  affected  by the  timing  of  large
customer orders, by periods of high vacation and holiday concentrations,  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.


Year 2000 Conversions

     The  Company  successfully  transitioned  into the Year  2000.  During  the
millennium  weekend,  a corporate-wide  team of internal and external  resources
performed   an  on-site   assessment   of  business   systems,   infrastructure,
telecommunications   components  and  facilities.  No  significant  issues  were
identified, nor have any arisen to date.

     The Company  completed its Year 2000  assessment  in 1999. By year-end,  at
least  98% of all  computer-controlled  equipment  and  software  were Year 2000
ready.  The  components  that were not Year 2000 ready did not pose  significant
operational concerns for the Company. The remaining modifications were completed
in February  2000.  All areas are operating as designed,  however the Company is
continuing to monitor the Year 2000 status of all business units.

     Additionally, the Company surveyed critical suppliers to assess their level
of readiness.  To date,  none of our suppliers have informed us of any Year 2000
issues impacting their ability to provide us with product or service.


                                       33
<PAGE>

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

     The forward looking statements  contained in "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".


Effects of New Accounting Pronouncements

     The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement  of
Financial  Accounting  Standards No. 133 "Accounting for Derivative  Instruments
and Hedging  Activities,"  in June of 1998.  The FASB issued SFAS 137 in June of
1999 which defers the effective date of SFAS 133 to fiscal years beginning after
June 15, 2000. 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.  Compliance with this statement will not have a
material impact on the Company at the present time.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting   Bulletin  ("SAB")  No.  101,  "Revenue   Recognition  in  Financial
Statements."  The Company does not believe that the  requirements of SAB No. 101
will have any effect on or require any  adjustments to the Company's  results of
operations and financial position.


Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

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






















                                       34
<PAGE>



Item 7A.  Quantitative 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 sales are from 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, 2000, approximately 49% of the Company's outstanding
debt has fixed  interest  rates.  At that date,  the Company  has  approximately
$210.8 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. A 1%
fluctuation in interest rates would change future interest expense on the $207.3
million of debt that is not covered by the swap agreement by approximately  $2.1
million.


                                       35
<PAGE>

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


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Columbus McKinnon Corporation

Audited Consolidated Financial Statements as of March 31, 2000:
     Reports 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, 2000 and 1999, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended March 31, 2000.  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.  We did not  audit  the GL  International,  Inc.
statements  of income and cash flows for the year ended  March 31,  1998,  which
statements  reflect 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  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We  believe  that our  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, 2000 and 1999, and the  consolidated  results of its operations and its cash
flows  for each of the three  years in the  period  ended  March  31,  2000,  in
conformity with accounting  principles  generally accepted in the United States.
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 12, 2000






                                      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,
                                                                                                         ---------
                                                                                                    2000          1999
                                                                                                    ----          ----
                                                                                                      (In thousands)

                                           ASSETS

Current assets:
<S>                                                                                               <C>           <C>
     Cash and cash equivalents.............................................................       $ 7,582       $ 6,867
     Trade accounts receivable, less allowance for doubtful accounts ($2,236
        and $2,271 respectively)...........................................................       143,401       136,988
     Unbilled revenues.....................................................................        24,447         9,821
     Inventories...........................................................................       108,291       115,979
     Net assets held for sale..............................................................         9,272         8,214
     Prepaid expenses......................................................................         6,181         8,160
                                                                                                  -------       -------
Total current assets.......................................................................       299,174       286,029
Net property, plant, and equipment.........................................................        87,297        90,004
Goodwill and other intangibles, net........................................................       339,603       357,727
Marketable securities......................................................................        23,193        19,355
Deferred taxes on income...................................................................         4,237         5,627
Other assets...............................................................................         6,320         8,169
                                                                                                  -------       -------
Total assets...............................................................................      $759,824      $766,911
                                                                                                 ========      ========
                            LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Notes payable to banks................................................................       $ 2,677       $ 4,590
     Trade accounts payable................................................................        49,621        54,651
     Excess billings.......................................................................         4,288         5,058
     Accrued liabilities...................................................................        51,246        54,331
     Current portion of long-term debt.....................................................         3,493         1,926
                                                                                                  -------       -------
Total current liabilities..................................................................       111,325       120,556
Senior debt, less current portion..........................................................       210,684       222,165
Subordinated debt..........................................................................       199,574       199,521
Other non-current liabilities..............................................................        34,788        35,995
                                                                                                  -------       -------
Total liabilities..........................................................................       556,371       578,237
                                                                                                  -------       -------
Shareholders' equity:
     Class A voting common stock; 50,000,000 shares authorized; 14,877,405
        and 14,663,697 shares issued.......................................................           149           146
     Additional paid-in capital............................................................       106,884       102,313
     Retained earnings.....................................................................       113,582       100,455
     ESOP debt guarantee; 606,559 and 708,382 shares.......................................        (8,703)       (9,865)
     Unearned restricted stock; 103,120 and 145,550 shares.................................        (2,843)       (1,009)
     Accumulated other comprehensive loss..................................................        (5,616)       (3,366)
                                                                                                  -------       -------
Total shareholders' equity.................................................................       203,453       188,674
                                                                                                  -------       -------
Total liabilities and shareholders' equity.................................................      $759,824      $766,911
                                                                                                 ========      ========
                             See accompanying notes.

</TABLE>

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS McKINNON CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME

                                                                            Year Ended March 31,
                                                                            --------------------
                                                                     2000           1999           1998
                                                                     ----           ----           ----
                                                                               (In thousands,
                                                                           except per share data)
<S>                                                                <C>            <C>           <C>
Net sales.....................................................     $736,254       $735,445      $561,823
Cost of products sold.........................................      556,145        542,975       401,669
                                                                   --------       --------      --------
Gross profit..................................................      180,109        192,470       160,154
Selling expenses..............................................       50,450         52,059        46,578
General and administrative expenses...........................       45,225         39,850        33,361
Amortization of intangibles...................................       16,392         15,479        10,297
                                                                   --------       --------      --------
                                                                    112,067        107,388        90,236
                                                                   --------       --------      --------
Income from operations........................................       68,042         85,082        69,918
Interest and debt expense.....................................       34,698         35,923        25,104
Interest and other income.....................................        1,314          1,565         1,940
                                                                   --------       --------      --------
Income before income taxes and extraordinary charge...........       34,658         50,724        46,754
Income tax expense............................................       17,578         23,288        22,776
                                                                   --------       --------      --------
Income before extraordinary charge............................       17,080         27,436        23,978
Extraordinary charge for early debt extinguishment............            -              -        (4,520)
                                                                   --------       --------      --------
Net income....................................................     $ 17,080       $ 27,436      $ 19,458
                                                                   ========       ========      ========

Earnings per share data, basic:
     Income before extraordinary charge for
        debt extinguishment...................................       $ 1.21        $ 1.94         $ 1.69
     Extraordinary charge for debt extinguishment.............            -             -          (0.32)
                                                                     ------        ------         ------
     Net income...............................................       $ 1.21        $ 1.94         $ 1.37
                                                                     ======        ======         ======
Earnings per share data, diluted:
     Income before extraordinary charge for
        debt extinguishment...................................       $ 1.20        $ 1.92         $ 1.66
     Extraordinary charge for debt extinguishment.............            -             -          (0.31)
                                                                     ------        ------         ------
     Net income...............................................       $ 1.20        $ 1.92         $ 1.35
                                                                     ======        ======         ======

</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, 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 shares net of 1,275
   shares cancelled................          -       780            -           -        (759)             -              21
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
Comprehensive income:
Net income 2000....................          -         -       17,080           -           -              -          17,080
Change in foreign currency
  translation adjustment...........          -         -            -           -           -         (3,129)         (3,129)
Net unrealized gain on investments.          -         -            -           -           -            520             520
Change in minimum pension
   liability adjustment............          -         -            -           -           -            359             359
                                                                                                                    --------
Total comprehensive income.........          -         -            -           -           -              -          14,830
Earned 101,822 ESOP shares.........          -       590            -       1,162           -              -           1,752
Restricted common stock granted,
   60,700 shares...................          1     2,871            -           -      (2,872)             -               -
Earned portion of restricted stock.          -         -            -           -       1,038              -           1,038
Stock options exercised,
   153,008 shares                            2     1,110            -           -           -              -           1,112
Common dividends declared
  $0.28 per share..................          -         -       (3,953)          -           -              -          (3,953)
                                         -----  --------     --------    --------    --------       --------        --------
Balance at March 31, 2000..........      $ 149  $106,884     $113,582    $ (8,703)   $ (2,843)      $ (5,616)       $203,453
                                         =====  ========     ========    ========    ========       ========        ========
</TABLE>




                             See accompanying notes.



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


                          COLUMBUS McKINNON CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                              Year ended March 31,
                                                                                              --------------------
                                                                                         2000        1999          1998
                                                                                         ----        ----          ----
                                                                                                (In thousands)

Operating activities:
<S>                                                                                    <C>        <C>          <C>
Net income........................................................................     $17,080    $ 27,436     $ 19,458
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Extraordinary charge for early debt extinguishment...........................           -           -        4,520
     Depreciation and amortization................................................      28,536      27,256       19,896
     Deferred income taxes........................................................       3,600      (2,235)          55
     Other........................................................................         823         624            -
     Changes in operating assets and liabilities net of effects from
        businesses purchased:
          Trade accounts receivable and unbilled revenues.........................     (20,081)         37       (8,224)
          Inventories.............................................................       8,659        (865)      (5,454)
          Prepaid expenses........................................................        (164)      1,952        4,008
          Other assets............................................................       1,334         (96)       2,135
          Trade accounts payable and excess billings..............................      (6,329)     (5,940)        (646)
          Accrued and non-current liabilities.....................................       3,263       9,324        2,672
                                                                                       -------     -------      -------
Net cash provided by operating activities.........................................      36,721      57,493       38,420
                                                                                       -------     -------      -------
Investing activities:
Purchase of marketable securities, net............................................      (3,318)     (1,976)      (2,517)
Capital expenditures..............................................................      (8,102)    (12,992)     (11,406)
Proceeds from sale of business....................................................           -       8,801            -
Purchase of businesses, net of cash acquired......................................      (6,430)    (19,958)    (175,686)
Net assets held for sale..........................................................      (1,058)      2,182        4,575
                                                                                       -------     -------      -------
Net cash used in investing activities.............................................     (18,908)    (23,943)    (185,034)
                                                                                       -------     -------      -------
Financing activities:
Proceeds from issuance of common stock, net.......................................           3           -        1,914
Net (payments) borrowings under revolving line-of-credit
   agreements.....................................................................      (9,313)    (28,194)     159,101
Repayment of debt.................................................................      (2,514)     (8,179)    (198,251)
Proceeds from issuance of long-term debt, net.....................................         -             -      203,357
Deferred financing costs incurred.................................................        (997)     (1,272)      (1,313)
Dividends paid ...................................................................      (3,953)     (3,725)      (3,713)
Repurchase of stock by ESOP.......................................................          -       (7,682)           -
Change in ESOP debt guarantee.....................................................       1,162       1,020          998
                                                                                       -------     -------      -------
Net cash (used in) provided by financing activities...............................     (15,612)    (48,032)     162,093
Effect of exchange rate changes on cash...........................................      (1,486)     (1,512)      (1,525)
                                                                                       -------     -------      -------
Net change in cash and cash equivalents...........................................         715     (15,994)      13,954
Cash and cash equivalents at beginning of year....................................       6,867      22,861        8,907
                                                                                       -------     -------      -------
Cash and cash equivalents at end of year..........................................     $ 7,582     $ 6,867     $ 22,861
                                                                                       =======     =======      =======
Supplementary cash flows data:
     Interest paid................................................................   $ 35,176     $ 27,595     $ 26,553
     Income taxes paid............................................................   $ 17,614     $ 22,829     $ 15,040

                             See accompanying notes.

</TABLE>


                                      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  broad-line  designer,
manufacturer  and  supplier of  sophisticated  material  handling  products  and
integrated material handling solutions. The Company's material handling products
are  sold,   domestically  and  internationally,   principally  to  third  party
distributors  through  diverse  distribution  channels,  and to a lesser  extent
directly to manufacturers and other end-users. The Company's integrated material
handling solutions  automotive business primarily deals with end users and sales
are concentrated  domestically and internationally  (primarily North America) in
the automotive  industry.  The Company's  integrated material handling solutions
industrial  businesses primarily deal with end users and sales are concentrated,
domestically and  internationally  (primarily  Europe) in the consumer products,
manufacturing,  warehousing,  and, to a lesser extent, the steel,  construction,
automotive,  and other industrial markets. During fiscal 2000, approximately 75%
of sales were to customers in the United States.

     On April 29, 1999,  the Company  acquired all of the  outstanding  stock of
Washington Equipment Company ("WECO"),  a regional  manufacturer and servicer of
overhead cranes. The total cost of the acquisition, which was accounted for as a
purchase,  was approximately  $6.4 million and 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, 2000 include
WECO activity since its April 29, 1999 acquisition by the Company.

     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.

     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. (now known as "ASI"), 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 ASI 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.

2. Accounting Principles and Practices

   Cash and Cash Equivalents

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


                                       F-9
<PAGE>

2. Accounting Principles and Practices (continued)

   Concentrations of Labor

     Approximately  30% of the  Company's  employees are  represented  by twelve
separate domestic and Canadian collective  bargaining agreements which terminate
at various  times between May 14, 2001 and March 31, 2004.  Approximately  2% 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.

   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 to US dollars at average  exchange  rates for
the year.  All  assets  and  liabilities  are  translated  to US  dollars 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.

   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. The Company continually  evaluates the
existence of goodwill  impairment  on the basis of whether the goodwill is fully
recoverable  from  projected,   undiscounted  net  cash  flows  of  the  related
businesses in accordance with the provisions of SFAS No. 121. As a result of the
Univeyor, ASI, Abell-Howe,  Gautier,  Camlok/Tigrip,  and WECO acquisitions, the
Company recorded approximately $9 million, $123 million, $3 million, $1 million,
$6 million, and $4 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,  2000 and  1999  accumulated  amortization  was  $46,256,000  and
$29,864,000, respectively.

   Inventories

     Inventories  are  valued  at  the  lower  of  cost  or  market.   Costs  of
approximately 48% of inventories at March 31, 2000 and 1999 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.


                                       F-10
<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.

   Net Assets Held for Sale

     Certain non-operating real estate properties and equipment were acquired as
part  of  the  1996  acquisition  of  Yale  Industrial  Products,  Inc.  Certain
properties  were sold during  fiscal  1998  through  fiscal 2000 and  additional
monies were  advanced  to further the  development  of the  properties  with the
remaining  assets held for sale  expected to be sold in fiscal  2001.  They have
been  recorded  at their  estimated  realizable  values net of  disposal  costs,
separately  reflected  on  the  consolidated  balance  sheet  and  amounting  to
$9,272,000 and $8,214,000 as of March 31, 2000 and 1999, respectively.

   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.

   Reclassification

     Certain reclassifications of the fiscal 1999 and 1998 footnote amounts have
been made to conform with the fiscal 2000 presentation.

   Research and Development

     Research and development costs as defined in FAS No. 2, for the years ended
March  31,  2000,  1999 and 1998 were  $1,556,000,  $1,663,000  and  $1,497,000,
respectively.


                                       F-11
<PAGE>

2. Accounting Principles and Practices (continued)

   Revenue Recognition and Concentration of Credit Risk

     Sales are recorded  when title  passes to the customer  which is at time of
shipment  to the  customer,  except  for  long-term  construction  contracts  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.

     ASI 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,  2000,  approximately  $21 million ($26 million in 1999) of
trade accounts receivable was concentrated in the automotive industry, including
retainages amounting to $7,484,000 ($9,061,000 in 1999). The accounts receivable
included $17,861,000  ($22,007,000 in 1999) due from General Motors Corporation.
This one customer accounted for $99,097,000 or 13% of consolidated net sales and
is included  within the Solutions - Automotive  segment for the year ended March
31, 2000 ($96,663,000 or 13% for the year ended March 31, 1999).

   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 amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.


3. Unbilled Revenues and Excess Billings
<TABLE>
<CAPTION>

                                                                                                       March 31,
                                                                                                       ---------
                                                                                                   2000          1999
                                                                                                   ----          ----
                                                                                                     (In thousands)

<S>                                                                                             <C>           <C>
     Costs incurred on uncompleted contracts............................................        $ 368,140     $ 255,706
     Estimated earnings.................................................................           64,497        54,013
                                                                                                ---------     ---------
     Revenues earned to date............................................................          432,637       309,719
     Less billings to date..............................................................          412,478       304,956
                                                                                                ---------     ---------
                                                                                                $  20,159     $   4,763
                                                                                                =========     =========
</TABLE>


                                       F-12
<PAGE>



3. Unbilled Revenues and Excess Billings (continued)
<TABLE>
<CAPTION>


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

                                                                                                       March 31,
                                                                                                       ---------
                                                                                                   2000          1999
                                                                                                   ----          ----
                                                                                                     (In thousands)

<S>                                                                                               <C>            <C>
     Unbilled revenues..................................................................          $24,447        $9,821
     Excess billings....................................................................           (4,288)       (5,058)
                                                                                                 --------       -------
                                                                                                 $ 20,159       $ 4,763
                                                                                                 ========       =======
</TABLE>


4.   Inventories

     Inventories consisted of the following:
<TABLE>
<CAPTION>

                                                                                                        March 31,
                                                                                                        --------
                                                                                                    2000          1999
                                                                                                    ----          ----
                                                                                                      (In thousands)

     At cost--FIFO basis:
<S>                                                                                               <C>          <C>
          Raw materials...................................................................        $ 57,198     $ 54,648
          Work-in-process.................................................................          20,240       21,663
          Finished goods..................................................................          38,329       45,042
                                                                                                  --------     --------
                                                                                                   115,767      121,353
     LIFO cost less than FIFO cost........................................................          (7,476)      (5,374)
                                                                                                  --------     --------
     Net inventories......................................................................        $108,291     $115,979
                                                                                                  ========     ========
</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, 2000:
<TABLE>
<CAPTION>

                                                                                 Gross             Gross      Estimated
                                                                              Unrealized         Unrealized      Fair
                                                                    Cost         Gains             Losses        Value
                                                                    ----         -----             ------        -----
                                                                                       (In thousands)
<S>                                                               <C>            <C>               <C>         <C>
     Government securities.................................       $ 7,171        $    75           $  53       $ 7,193
     U. S. corporate securities............................         1,183              2              35         1,150
                                                                  -------        -------           -----       -------
          Total debt securities............................         8,354             77              88         8,343
     Equity securities.....................................        10,119          5,124             393        14,850
                                                                  -------        -------           -----       -------
                                                                  $18,473        $ 5,201           $ 481       $23,193
                                                                  =======        =======           =====       =======



                                       F-13
<PAGE>








5. Marketable Securities (continued)

     The following is a summary of available-for-sale securities at March 31, 1999:

                                                                                 Gross             Gross       Estimated
                                                                              Unrealized         Unrealized      Fair
                                                                    Cost         Gains             Losses        Value
                                                                    ----         -----             ------        -----
                                                                                        (In thousands)
     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
                                                                  =======        =======            ====       =======
</TABLE>

     The amortized cost and estimated  fair value of debt and equity  securities
at March 31, 2000, by contractual maturity, are shown below:
<TABLE>
<CAPTION>

                                                                                                              Estimated
                                                                                                                Fair
                                                                                                   Cost         Value
                                                                                                   ----         -----
                                                                                                      (In thousands)
<S>                                                                                              <C>           <C>
     Due in one year or less....................................................                 $ 1,296       $ 1,296
     Due after one year through three years.....................................                     402           401
     Due after three years......................................................                   6,656         6,646
                                                                                                 -------       -------
                                                                                                   8,354         8,343
     Equity securities..........................................................                  10,119        14,850
                                                                                                 -------       -------
                                                                                                 $18,473       $23,193
                                                                                                 =======       =======
</TABLE>

     Net  unrealized  gains included in the balance sheet amounted to $4,720,000
and  $3,853,000 at March 31, 2000 and 1999,  respectively.  The amounts,  net of
related  income taxes of $1,888,000  and  $1,541,000 at March 31, 2000 and 1999,
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:
<TABLE>
<CAPTION>

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                    2000         1999
                                                                                                    ----         ----
                                                                                                     (In thousands)
<S>                                                                                               <C>          <C>
     Land and land improvements.........................................................          $ 5,032      $ 4,592
     Buildings..........................................................................           33,000       31,880
     Machinery, equipment, and leasehold improvements...................................           98,842       92,991
     Construction in progress...........................................................            3,310        2,589
                                                                                                  -------      -------
                                                                                                  140,184      132,052
     Less accumulated depreciation......................................................           52,887       42,048
                                                                                                  -------      -------
     Net property, plant, and equipment.................................................          $87,297      $90,004
                                                                                                  =======      =======


                                      F-14

<PAGE>

7.   Accrued Liabilities and Other Non-current Liabilities

     Consolidated accrued liabilities of the Company included the following:

                                                                                                       March 31,
                                                                                                       ---------
                                                                                                    2000         1999
                                                                                                    ----         ----
                                                                                                     (In thousands)
     Accrued payroll.....................................................................         $17,012      $15,247
     Accrued pension cost................................................................           4,262        4,508
     Interest payable....................................................................           9,916       10,394
     Income taxes payable................................................................           4,649       10,133
     Other accrued liabilities...........................................................          15,407       14,049
                                                                                                  -------      -------
                                                                                                  $51,246      $54,331
                                                                                                  =======      =======

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

                                                                                                         March 31,
                                                                                                         ---------
                                                                                                    2000          1999
                                                                                                    ----          ----
                                                                                                      (In thousands)
     Accumulated postretirement benefit obligation.......................................         $13,970       $15,379
     Accrued general and product liability costs.........................................          14,550        11,416
     Other non-current liabilities.......................................................           6,268         9,200
                                                                                                  -------       -------
                                                                                                  $34,788       $35,995
                                                                                                  =======       =======

</TABLE>




























                                      F-15

<PAGE>

<TABLE>
<CAPTION>


8.   Long-Term Debt

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

                                                                                                        March 31,
                                                                                                        ---------
                                                                                                  2000            1999
                                                                                                  ----            ----
<S>                                                                                             <C>             <C>
                                                                                                     (In thousands)
     Revolving Credit Facility with  availability up to $300 million,  due March
        31, 2003, reduced to $275 million and $250 million effective March 31,
        2001,  and  2002,  respectively,  with  interest  payable  at varying
        Eurodollar  rates  based  on  LIBOR  plus a spread  determined by the
        Company's leverage ratio, amounting to 200 basis points at March 31,
        2000 (8.02% and 6.09% at March 31, 2000 and 1999)...............................         $205,000       $212,400
     Industrial Development Revenue Bonds paid in full on June 1, 2000 with
        interest at varying effective rates (4.22% and 3.58% at March 31, 2000
        and 1999).......................................................................              986          1,608
     Term loan of foreign subsidiary payable in two installments of $1,456,000
        and $1,942,000, due on December 30, 2000 and December 30, 2001,
        respectively; interest payable monthly at 4.255%................................            3,398          3,825
     Employee Stock Ownership Plan term loans payable in quarterly installments
        of $148,000 through January 2002 and $824,000 in April 2002 plus
        interest payable at a Eurodollar rate based on LIBOR plus a spread
        determined by the Company's leverage ratio (8.18% and 6.62% at March
        31, 2000 and 1999)...............................................................           2,008          3,173
     Other senior debt...................................................................           2,785          3,085
                                                                                                 --------       --------
     Total senior debt...................................................................         214,177        224,091
     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 $426,000 ($479,000 at March 31, 1999)...................          199,574        199,521
                                                                                                 --------       --------
     Total...............................................................................         413,751        423,612
     Less current portion................................................................           3,493          1,926
                                                                                                 --------       --------
                                                                                                 $410,258       $421,686
                                                                                                 ========       ========
</TABLE>



     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 8 1/2%  Notes")  due March 31,  2008.  Proceeds  from both the bank
refinancing  and the note offering were used to finance the  acquisition of ASI,
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.


                                      F-16
<PAGE>

8. Long-Term Debt (continued)

     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%.  Net payments or receipts under
the swap agreement are recorded as adjustments to interest expense. The carrying
amount of the Company's senior debt instruments approximates the fair value. The
Company's subordinated debt has an approximate fair market value of $177,000,000
which is less than the carrying cost of $199,574,000.

     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, 2000 on the
above debt, for the next five annual periods subsequent thereto,  are as follows
(in thousands):

                     2001..........................           3,493
                     2002..........................           2,912
                     2003..........................         206,142
                     2004..........................             240
                     2005..........................             167


     As of March 31, 2000, the Company had letters of credit outstanding of $3.4
million, including those issued as security for the IDRBs as referred to above.


                                      F-17
<PAGE>

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,
                                                                                                         ---------
                                                                                                    2000           1999
                                                                                                    ----           ----
                                                                                                      (In thousands)

     Change in benefit obligation:
<S>                                                                                              <C>            <C>
          Benefit obligation at beginning of year........................................        $ 70,621       $ 69,680
          Benefit obligation of sold businesses..........................................               -         (9,590)
          Service cost...................................................................           4,329          3,151
          Interest cost..................................................................           4,805          4,489
          Effect of amendments...........................................................             115              -
          Actuarial (gain) loss..........................................................          (5,359)         5,866
          Benefits paid..................................................................          (3,191)        (2,975)
                                                                                                 --------       --------
          Benefit obligation at end of year..............................................        $ 71,320       $ 70,621
                                                                                                 ========       ========

     Change in plan assets:
          Fair value of plan assets at beginning of year.................................          66,276         69,203
          Assets of sold plans...........................................................               -        (10,348)
          Actual return on plan assets...................................................           6,984          7,015
          Employer contribution..........................................................           3,395          3,381
          Benefits paid..................................................................          (3,191)        (2,975)
                                                                                                 --------       --------
          Fair value of plan assets at end of year.......................................        $ 73,464       $ 66,276
                                                                                                 ========       ========

          Funded Status .................................................................        $  2,144       $ (4,345)
          Unrecognized transition obligation.............................................             (57)           (85)
          Unrecognized actuarial (gain) loss.............................................          (5,353)         1,661
          Unrecognized prior service cost................................................           1,850          1,610
                                                                                                 --------       --------
          Net amount recognized..........................................................        $ (1,416)      $ (1,159)
                                                                                                 ========       ========


     Amounts recognized in the consolidated balance sheets are as follows:

          Intangible asset...............................................................        $  1,158       $  1,172
          Accrued liabilities............................................................          (3,710)        (4,066)
          Deferred tax effect of equity charge...........................................             454            694
          Accumulated other comprehensive income.........................................             682          1,041
                                                                                                 --------       --------
          Net amount recognized..........................................................        $ (1,416)      $ (1,159)
                                                                                                 ========       ========

</TABLE>


                                      F-18


<PAGE>


9.   Retirement Plans (continued)

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

                                                                                            Year Ended March 31,
                                                                                            --------------------
                                                                                        2000        1999        1998
                                                                                        ----        ----        ----
                                                                                               (In thousands)

<S>                                                                                    <C>         <C>         <C>
     Service costs--benefits earned during the period............................      $4,329      $3,151      $3,244
     Interest cost on projected benefit obligation..............................        4,805       4,489       4,787
     Expected return on plan assets.............................................       (5,732)     (5,124)     (6,670)
     Net amortization...........................................................          251         167       1,951
                                                                                       ------      ------      ------
     Net periodic pension cost..................................................       $3,653      $2,683      $3,312
                                                                                       ======      ======      ======
</TABLE>

     The aggregate projected benefit obligation and aggregate fair value of plan
assets for the pension plans with  projected  benefit  obligations  in excess of
plan assets were  $10,992,000 and $8,122,000,  respectively as of March 31, 2000
and $56,488,000 and $49,040,000, respectively as of March 31, 1999.

     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  $10,237,000  and  $8,122,000,  respectively as of March 31,
2000 and $9,932,000 and $7,293,000, respectively as of March 31, 1999.

     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 7.5% and 7% as of March  31,  2000  and  1999,  respectively.  Future
average  compensation  increases are assumed to be 4.0% per year as of March 31,
2000 and 1999. 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, 2000,
1999 and 1998.  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 $1,660,000 and $1,410,000 for the
years ended March 31, 2000 and 1999, respectively.


                                      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  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  $1,752,000,  $2,128,000  and  $2,268,000 in fiscal 2000,  1999 and
1998,  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,  2000  and  1999,   889,555  and  886,684  of  ESOP  shares,
respectively,  were  allocated or  available  to be  allocated to  participants'
accounts.  At March 31,  2000 and 1999,  606,559 and 708,382 of ESOP shares were
pledged as collateral to guarantee the ESOP term loans.

     The fair market value of unearned ESOP shares at March 31, 2000 amounted to
$7,961,000.


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,
                                                                                                      ---------
                                                                                                  2000         1999
                                                                                                  ----         ----
                                                                                                   (In thousands)

     Change in benefit obligation:
<S>                                                                                             <C>         <C>
          Benefit obligation at beginning of year.......................................        $12,412     $ 16,509
          Service cost..................................................................             84          257
          Interest cost.................................................................            816        1,061
          Effect of amendments..........................................................              -       (4,035)
          Actuarial (gain) loss ........................................................           (170)       1,713
          Benefits paid.................................................................         (1,502)      (1,475)
          Curtailment effect............................................................              -       (1,618)
                                                                                               --------     --------
          Benefit obligation at end of year.............................................       $ 11,640     $ 12,412
                                                                                               ========     ========

          Funded Status ................................................................       $(11,640)    $(12,412)
          Unrecognized actuarial loss...................................................            898        1,068
          Unrecognized prior service gain...............................................         (3,228)      (4,035)
                                                                                               --------     --------
          Net amount recognized in other non-current liabilities........................       $(13,970)    $(15,379)
                                                                                               ========     ========
</TABLE>
<TABLE>
<CAPTION>

     Net periodic postretirement benefit cost included the following:

                                                                                           Year Ended March 31,
                                                                                           --------------------
                                                                                       2000         1999       1998
                                                                                       ----         ----       ----
                                                                                              (In thousands)
<S>                                                                                    <C>        <C>        <C>
     Service cost--benefits attributed to service during the period..........          $ 84       $  257     $  348
     Interest cost...........................................................           816        1,061      1,203
     Amortization of prior service gain......................................          (807)           -          -
                                                                                       ----       ------     ------
          Net periodic postretirement benefit cost...........................          $ 93       $1,318     $1,551
                                                                                       ====       ======     ======
</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 7.5% and 7% as of March 31, 2000 and 1999, 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.........           $  51                $ (46)
          Effect on postretirement obligation.............................             552                 (500)
</TABLE>


                                      F-21
<PAGE>

12. Earnings per Share and Stock Plans

   Earnings per Share

     The Company  calculates  earnings per share in accordance with Statement of
Financial  Accounting  Standards  No. 128,  "Earnings  per Share" (FAS No. 128).
Basic earnings per share excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share includes any dilutive effects
of options, warrants, and convertible securities. 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,
                                                                                           --------------------
                                                                                       2000        1999        1998
                                                                                       ----        ----        ----
                                                                                              (In thousands)
     Numerator for basic and diluted earnings per share:

<S>                                                                                   <C>         <C>         <C>
        Income before extraordinary charge.....................................       $17,080     $27,436     $23,978
                                                                                      =======     =======     =======
     Denominators:
        Weighted-average common stock outstanding--denominator
          for basic EPS........................................................        14,138      14,137      14,221
        Effect of dilutive employee stock options..............................            83         157         206
                                                                                       ------      ------      ------
        Adjusted weighted-average common stock outstanding and
          assumed conversions--denominator for diluted EPS.....................        14,221      14,294      14,427
                                                                                       ======      ======      ======
</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. Options granted under the Non-Qualified 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  from the date such  option  is  granted.
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.

     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.


                                      F-22

<PAGE>

12. Earnings per Share and Stock Plans (continued)

     A summary of option  transactions  during each of the three fiscal years in
the period ended March 31, 2000 is as follows:
<TABLE>
<CAPTION>

                                                                                             Year Ended March 31,
                                                                                             --------------------
         Number of Shares                                                               2000         1999         1998
         ----------------                                                               ----         ----         ----
<S>                                                                                   <C>          <C>          <C>
     Outstanding at beginning of year                                                 353,348      354,848      325,051
     Granted                                                                          481,410       31,000       29,797
     Canceled                                                                          (7,000)     (32,500)           -
     Exercised                                                                       (153,008)           -            -
                                                                                      -------      -------      -------
     Outstanding at end of year                                                       674,750      353,348      354,848
                                                                                      =======      =======      =======

     Exercisable at end of year                                                       137,840      247,348      143,300
     Available for grant at end of year                                               827,090    1,301,500    1,300,000

</TABLE>


Exercise prices for options  outstanding as of March 31, 2000, ranged from $4.34
to $29.00.  The following  table provides  certain  information  with respect to
stock options outstanding at March 31, 2000:

<TABLE>
<CAPTION>
                                                                                                  Weighted-average
                                                    Stock Options         Weighted-average     Remaining Contractual
           Range of Exercise Prices                  Outstanding           Exercise Price               Life
           ------------------------                  -----------           --------------               ----

<S>                                                    <C>                     <C>                       <C>
          Under $10.00...................               19,340                 $ 4.69                    0.2
          $10.00 to $20.00...............              151,350                  15.50                    0.8
          $20.01 to $30.00...............              504,060                  21.25                    3.1
                                                       -------                 ------                    ---
                                                       674,750                 $19.49                    2.5
                                                       =======                 ======                    ===

The following table provides  certain  information with respect to stock options
exercisable at March 31, 2000:

                                                                           Stock Options          Weighted-average
          Range of Exercise Prices                                          Outstanding            Exercise Price
          ------------------------                                          -----------            --------------

          Under $10.00...................                                      19,340                  $ 4.69
          $10.00 to $20.00...............                                     112,500                   15.50
          $20.01 to $30.00...............                                       6,000                   29.00
                                                                              -------                  ------
                                                                              137,840                  $14.57
                                                                              =======                  ======
</TABLE>


     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 and the number of options  granted is fixed,
no compensation expense is recognized.


                                      F-23

<PAGE>

12. Earnings per Share and Stock Plans (continued)

     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.

     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,
                                                                                        --------------------
                                                                                2000            1999            1998
                                                                                ----            ----            ----
                                                                               (In thousands, except for assumptions
                                                                                    and earnings per share data)
     Assumptions:
<S>                                                                         <C>             <C>            <C>
         Risk-free interest rate                                                 6.1%            5.5%            5.5%
         Dividend yield - Incentive Plan                                        1.35%           0.97%               -
         Dividend yield - GL conversions                                          N/A           1.33%           1.33%
         Volatility factor                                                      0.352           0.200           0.245
         Expected life - Incentive Plan                                       5 years         4 years               -
         Expected life - GL conversions                                           N/A          1 year         3 years
     Pro forma results:
         Net income                                                         $  16,099       $  25,567       $  18,605
         Earnings per share, basic                                               1.14            1.81            1.31
         Earnings per share, diluted                                             1.13            1.79            1.29

</TABLE>

     The Company  maintains a Restricted Stock Plan, under which the Company has
no shares reserved for issuance at March 31, 2000. The Company charges  unearned
compensation,  a component  of  shareholders'  equity,  for the market  value of
shares,  as they are 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.  There were  60,700,
19,500,  and 0 shares  issued  during the years ended March 31,  2000,  1999 and
1998, respectively.


                                      F-24
<PAGE>

13. Loss Contingencies

     General  and  Product  Liability--$13,118,000  of the  accrued  general and
product liability costs which are included in other  non-current  liabilities at
March 31, 2000  ($10,392,000 at March 31, 1999) 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 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  6.83% and 8.20%,  to the
undiscounted reserves of $16,866,000 and $13,897,000 at March 31, 2000 and 1999,
respectively.  This liability is funded by investments in marketable  securities
(see Notes 2 and 5).


14.  Income Taxes
<TABLE>
<CAPTION>

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

                                                                                            Year Ended March 31,
                                                                                            --------------------
                                                                                       2000         1999          1998
                                                                                       ----         ----          ----
                                                                                               (In thousands)

<S>                                                                                  <C>          <C>           <C>
     Computed statutory provision..............................................      $12,121      $17,753       $16,363
     State income taxes net of federal benefit.................................        1,974        1,767         1,945
     Nondeductible goodwill amortization.......................................        4,506        4,540         2,870
     Foreign taxes greater than statutory provision............................          884          790           949
     Research and development credit...........................................         (400)        (639)            -
     Other.....................................................................       (1,507)        (923)          649
                                                                                     -------      -------       -------
     Actual tax provision......................................................      $17,578      $23,288       $22,776
                                                                                     =======      =======       =======

     The provision for income tax expense consisted of the following:

                                                                                            Year Ended March 31,
                                                                                            --------------------
                                                                                       2000         1999          1998
                                                                                       ----         ----          ----
                                                                                               (In thousands)

     Current income tax expense:
          Federal taxes........................................................       $8,391      $18,775       $15,800
          State taxes..........................................................        2,253        2,770         3,081
          Foreign..............................................................        3,334        3,978         3,840
     Deferred income tax (benefit) expense:
          Domestic.............................................................        3,380       (2,298)         (238)
          Foreign..............................................................          220           63           293
                                                                                     -------      -------       -------
                                                                                     $17,578      $23,288       $22,776
                                                                                     =======      =======       =======
</TABLE>

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


                                      F-25
<PAGE>


14.  Income Taxes (continued)

     The gross  composition of the net current  deferred tax  (liability)/asset,
included in (accrued)/prepaid expenses within the consolidated balance sheet, is
as follows:
<TABLE>
<CAPTION>

                                                                                                      March 31,
                                                                                                      ---------
                                                                                                 2000           1999
                                                                                                 ----           ----
                                                                                                    (In thousands)

<S>                                                                                            <C>           <C>
     Inventory...........................................................................      $ (4,929)     $ (5,366)
     Accrued vacation and incentive costs................................................         1,757         1,596
     Other...............................................................................         2,492         5,945
                                                                                               --------      --------
          Net current deferred tax (liability) asset.....................................      $   (680)     $  2,175
                                                                                               ========      ========

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

                                                                                                      March 31,
                                                                                                      ---------
                                                                                                 2000           1999
                                                                                                 ----           ----
                                                                                                    (In thousands)

     Insurance reserves..................................................................       $10,242       $10,718
     Property, plant, and equipment......................................................        (6,514)       (7,438)
     Other...............................................................................           509         2,347
                                                                                                -------       -------
          Net non-current deferred tax asset.............................................       $ 4,237       $ 5,627
                                                                                                =======       =======


</TABLE>

     Income  before  income  taxes and  extraordinary  charge  includes  foreign
subsidiary income of $7,551,000,  $9,288,000, and $9,097,000 for the years ended
March 31, 2000, 1999, and 1998 respectively. United States income taxes have not
been  provided  on  certain   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,  2000,  1999 and 1998 was
$6,279,000,  $6,672,000  and  $4,478,000,  respectively.  The following  amounts
represent  future  minimum  payment  commitments  as of  March  31,  2000  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>
     2001...........................................................             $ 2,058             $ 1,964      $ 4,022
     2002...........................................................               1,710               1,720        3,430
     2003...........................................................               1,572               1,272        2,844
     2004...........................................................               1,498                 916        2,414
     2005...........................................................               1,468                 480        1,948

</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, 2000:
<TABLE>
<CAPTION>
                                                                Domestic       Foreign
                                                    Parent    Subsidiaries  Subsidiaries   Eliminations    Consolidated
                                                    ------    ------------  ------------   ------------    ------------
                                                                           (In thousands)
As of March 31, 2000:
Current assets:
<S>                                                 <C>          <C>            <C>              <C>           <C>
     Cash.....................................      $ 5,754      $ (1,701)     $  3,529      $       -        $  7,582
     Trade accounts receivable and unbilled
        revenues..............................       67,186        76,325        24,337              -         167,848
     Inventories..............................       47,238        34,552        27,384           (883)        108,291
     Other current assets.....................        3,402         7,714         4,337              -          15,453
                                                   --------      --------      --------      ---------        --------
        Total current assets..................      123,580       116,890        59,587           (883)        299,174
Net property, plant, and equipment............       35,807        32,218        19,272              -          87,297
Goodwill and other intangibles, net...........       41,336       248,121        50,146              -         339,603
Intercompany balances.........................      188,479      (351,292)      (66,245)       229,058               -
Other non-current assets......................      224,823       161,583        (1,977)      (350,679)         33,750
                                                   --------      --------      --------      ---------        --------
        Total assets..........................     $614,025      $207,520      $ 60,783      $(122,504)       $759,824
                                                   ========      ========      ========      =========        ========

Current liabilities...........................     $ 45,663      $ 45,304      $ 21,325      $    (967)       $111,325
Long-term debt, less current portion..........      404,269            13         5,976              -         410,258
Other non-current liabilities.................       14,026        18,042         2,720              -          34,788
                                                   --------      --------      --------      ---------        --------
        Total liabilities.....................      463,958        63,359        30,021           (967)        556,371
Shareholders' equity..........................      150,067       144,161        30,762       (121,537)        203,453
                                                   --------      --------      --------      ---------        --------
        Total liabilities and shareholders'
              equity..........................     $614,025      $207,520      $ 60,783      $(122,504)       $759,824
                                                   ========      ========      ========      =========        ========

For the Year Ended March 31, 2000:
Net sales.....................................     $265,163      $367,421      $126,520      $ (22,850)       $736,254
Cost of products sold.........................      186,225       300,332        92,514        (22,926)        556,145
                                                   --------      --------      --------      ---------        --------
Gross profit..................................       78,938        67,089        34,006             76         180,109
Selling, general and administrative expenses..       41,216        30,876        23,583              -          95,675
Amortization of intangibles...................        2,148        11,701         2,543              -          16,392
                                                   --------      --------      --------      ---------        --------
                                                     43,364        42,577        26,126              -         112,067
                                                   --------      --------      --------      ---------        --------
Income from operations........................       35,574        24,512         7,880             76          68,042
Interest and debt expense.....................       34,010            44           644              -          34,698
Interest and other income.....................          791           236           287              -           1,314
                                                   --------      --------      --------      ---------        --------
Income before income taxes....................        2,355        24,704         7,523             76          34,658
Income tax expense............................        1,110        12,929         3,569            (30)         17,578
                                                   --------      --------      --------      ---------        --------
Net income....................................     $  1,245      $ 11,775      $  3,954      $     106        $ 17,080
                                                   ========      ========      ========      =========        ========









                                      F-27

<PAGE>


16. Summary Financial Information (continued)
                                                                Domestic       Foreign
                                                    Parent    Subsidiaries  Subsidiaries   Eliminations    Consolidated
                                                    ------    ------------  ------------   ------------    ------------
                                                                           (In thousands)
For the Year Ended March 31, 2000:
Operating activities:
Cash provided by (used in) operating
        activities............................     $ 23,591      $  7,575      $  7,135      $  (1,580)       $ 36,721
Investing activities:
Purchase of marketable securities, net........       (3,318)            -             -              -          (3,318)
Capital expenditures..........................       (4,660)       (2,262)       (1,180)             -          (8,102)
Purchase of businesses, net of cash acquired..            -        (6,381)            -            (49)         (6,430)
Net assets held for sale......................            -        (1,058)            -              -          (1,058)
                                                   --------      --------      --------      ---------        --------
Net cash used in investing activities.........       (7,978)       (9,701)       (1,180)           (49)        (18,908)
Financing activities:
Proceeds from issuance of common stock........            3             -             -              -               3
Net (payments) borrowings under revolving
        line-of-credit agreements.............       (7,400)            -        (1,913)             -          (9,313)
Repayment of debt.............................       (1,783)           17          (748)             -          (2,514)
Dividends paid................................       (3,953)            -        (1,580)         1,580          (3,953)
Other.........................................          165             -             -              -             165
                                                   --------      --------      --------      ---------        --------
Net cash (used in) provided by financing
        activites.............................      (12,968)           17        (4,241)         1,580         (15,612)
Effect of exchange rate changes on cash.......            -             -        (1,535)            49          (1,486)
                                                   --------      --------      --------      ---------        --------
Net change in cash and cash equivalents.......        2,645        (2,109)          179              -             715
Cash and cash equivalents at beginning of
        year..................................        3,109           408         3,350              -           6,867
                                                   --------      --------      --------      ---------        --------
Cash and cash equivalents at end of year......     $  5,754      $ (1,701)     $  3,529      $       -        $  7,582
                                                   ========      ========      ========      =========        ========



As of and for the year ended March 31, 1999:
                                                                Domestic       Foreign
                                                    Parent    Subsidiaries  Subsidiaries   Eliminations    Consolidated
                                                    ------    ------------  ------------   ------------    ------------
                                                                           (In thousands)
As of March 31, 1999:
Current assets:
     Cash.....................................      $ 3,109      $    408      $  3,350      $       -        $  6,867
     Trade accounts receivable and
        unbilled revenues.....................       55,749        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
                                                   ========      ========      ========       ========        ========


                                      F-28

<PAGE>



16. Summary Financial Information (continued)


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....................       10,577        30,787         9,219            141          50,724
Income tax expense............................        4,521        14,709         4,006             52          23,288
                                                   --------      --------      --------       --------        --------
Net income....................................     $  6,056      $ 16,078      $  5,213       $     89        $ 27,436
                                                   ========      ========      ========       ========        ========


                                                                Domestic       Foreign
                                                    Parent    Subsidiaries  Subsidiaries   Eliminations    Consolidated
                                                    ------    ------------  ------------   ------------    ------------
                                                                           (In thousands)

For the Year Ended March 31, 1999:
Operating activities:
Cash provided by 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 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 (used in) provided by financing
        activites.............................      (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
                                                   ========      ========      ========       ========        ========

</TABLE>


                                      F-29
<PAGE>



17.  Business Segment Information

     As a result of the way the Company  manages the  business,  its  reportable
segments  are  strategic  business  units that  offer  products  with  different
characteristics.  The most defining  characteristic  is the extent of customized
engineering  required on a per-order  basis.  In addition,  the  segments  serve
different customer bases through differing methods of distribution.  The Company
has three reportable  segments:  material handling  products,  material handling
solutions -  industrial,  and  material  handling  solutions -  automotive.  The
Company's  material handling products segment sells hoists,  industrial  cranes,
chain,  attachments,  and other material handling products  principally to third
party distributors through diverse distribution  channels. The material handling
solutions  industrial - segment sells engineered  material handling systems such
as  conveyors,  manipulators,  and lift tables  primarily  to  end-users  in the
consumer  products,  manufacturing,  warehousing,  and, to a lesser extent,  the
steel,  construction,  automotive,  and other industrial  markets.  The material
handling  solutions - automotive  segment  sells  engineered  material  handling
systems,  mainly conveyors,  primarily to end-users in the automotive  industry.
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.

     Segment information as of and for the years ended March 31, 2000, 1999, and
1998, is as follows:

<TABLE>
<CAPTION>

                                                                            Year Ended March 31, 2000
                                                                            -------------------------
                                                                         Solutions -        Solutions -
                                                        Products          Industrial         Automotive           Total
                                                        --------         -----------        -----------           -----
                                                                                 (In thousands)
<S>                                                     <C>                <C>                <C>               <C>
Sales to external customers..............               $511,287           $ 68,559           $156,408          $736,254
Operating income before amortization.....                 75,371              6,771              2,292            84,434
Depreciation and amortization............                 19,843              3,077              5,616            28,536
Total assets.............................                505,461             65,994            188,369           759,824
Capital expenditures.....................                  7,805                122                175             8,102




                                                                            Year Ended March 31, 1999
                                                                            -------------------------
                                                                         Solutions -        Solutions -
                                                        Products          Industrial         Automotive           Total
                                                        --------         -----------        -----------           -----
                                                                                 (In thousands)
Sales to external customers..............               $508,313           $ 65,689           $161,443          $735,445
Operating income before amortization.....                 78,945              6,691             14,925           100,561
Depreciation and amortization............                 18,559              3,045              5,652            27,256
Total assets.............................                517,774             68,520            180,617           766,911
Capital expenditures.....................                 11,203              1,468                321            12,992





                                      F-30

<PAGE>



17.  Business Segment Information (continued)


                                                                            Year Ended March 31, 1998
                                                                            -------------------------
                                                                         Solutions -        Solutions -
                                                        Products          Industrial         Automotive           Total
                                                        --------         -----------        -----------           -----
                                                                                  (In thousands)
Sales to external customers..............               $521,978           $ 39,845           $      -          $561,823
Operating income before amortization.....                 76,223              3,992                  -            80,215
Depreciation and amortization............                 17,939              1,957                  -            19,896
Total assets.............................                533,754             71,499            183,609           788,862
Capital expenditures.....................                 10,694                712                  -            11,406



</TABLE>

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

                                                                                          Year Ended March 31,
                                                                                          --------------------
                                                                                    2000          1999           1998
                                                                                    ----          ----           ----
                                                                                             (In thousands)

<S>                                                                              <C>           <C>            <C>
     Operating income before amortization...............................         $ 84,434      $100,561       $ 80,215
     Amortization of intangibles........................................           16,392        15,479         10,297
     Interest and debt expense..........................................           34,698        35,923         25,104
     Interest and other income..........................................           (1,314)       (1,565)        (1,940)
                                                                                 --------      --------       --------
     Income before income taxes and extraordinary charge................         $ 34,658      $ 50,724       $ 46,754
                                                                                 ========      ========       ========



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

                                                                                          Year Ended March 31,
                                                                                          --------------------
                                                                                    2000          1999           1998
                                                                                    ----          ----           ----
                                                                                             (In thousands)

     Net sales:
     United States......................................................         $609,734      $613,179       $462,120
     Europe.............................................................           71,076        65,000         39,208
     Canada.............................................................           49,716        51,653         55,367
     Other..............................................................            5,728         5,613          5,128
                                                                                 --------      --------       --------
     Total..............................................................         $736,254      $735,445       $561,823
                                                                                 ========      ========       ========


                                                                                          Year Ended March 31,
                                                                                          --------------------
                                                                                    2000          1999           1998
                                                                                    ----          ----           ----
                                                                                             (In thousands)

     Assets:
     United States......................................................         $632,796       $634,720       $662,371
     Europe.............................................................           95,601        100,317         90,036
     Canada.............................................................           27,130         28,265         32,258
     Other..............................................................            4,297          3,609          4,197
                                                                                 --------       --------       --------
     Total..............................................................         $759,824       $766,911       $788,862
                                                                                 ========       ========       ========


</TABLE>


                                      F-31

<PAGE>

18. Selected Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                                 (In thousands, except per share data)


                                                                   Three Months Ended                        Year Ended
                                                                   ------------------                        ----------
                                                  July 4,      October 3,      January 2,      March 31,      March 31,
                                                   1999            1999            2000           2000           2000
                                                   ----            ----            ----           ----           ----
<S>                                              <C>             <C>             <C>            <C>           <C>
Net sales................................        $181,601        $182,008        $174,173       $198,472      $736,254
Gross profit.............................          47,113          39,732          43,405         49,859       180,109
Income from operations...................          20,866          11,573          16,176         19,427        68,042
Income before extraordinary charge.......           6,395             511           3,254          6,920        17,080
Net income...............................           6,395             511           3,254          6,920        17,080
Income per share before extraordinary
        charge...........................            0.45            0.04            0.23           0.49          1.20
Net income per share - diluted...........            0.45            0.04            0.23           0.49          1.20

                                                                   Three Months Ended                        Year Ended
                                                                   ------------------                        ----------
                                                 June 28,     September 27,    December 27,    March 31,      March 31,
                                                   1998            1998            1998           1999           1999
                                                   ----            ----            ----           ----           ----
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 - diluted...........            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 - diluted...........            0.32            0.41            0.39        0.24(a)       1.35(a)
--------
(a)  Includes  extraordinary charges for early debt extinguishment  amounting to
     $4,520,000  in the quarter and year ended  March 31,  1998,  net of the tax
     effect.
</TABLE>












                                      F-32

<PAGE>

19. Accumulated Other Comprehensive Income (Loss)

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

<TABLE>
<CAPTION>
                                                                                                       March 31,
                                                                                                       ---------
                                                                                                   2000         1999
                                                                                                   ----         ----
                                                                                                    (In thousands)
<S>                                                                                             <C>          <C>
     Net unrealized investment gains - net of tax.......................................        $  2,832     $  2,312
     Minimum pension liability adjustment - net of tax..................................            (682)      (1,041)
     Foreign currency translation adjustment............................................          (7,766)      (4,637)
                                                                                                --------     --------
     Accumulated other comprehensive loss...............................................        $ (5,616)    $ (3,366)
                                                                                                ========     ========
</TABLE>

         The net tax liability  associated with items included in  comprehensive
income (loss) was $1,433,000 and $847,000 for 2000 and 1999, respectively.


20.  Effects of New Accounting Pronouncements

     The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement  of
Financial  Accounting  Standards No. 133 "Accounting for Derivative  Instruments
and Hedging  Activities,"  in June of 1998.  The FASB issued SFAS 137 in June of
1999 which defers the effective date of SFAS 133 to fiscal years beginning after
June 15, 2000. Statement No. 133 establishes  accounting and reporting standards
for derivatives and 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.  Compliance  with this
statement will not have a material impact on the Company at the present time.

     In December of 1999, the Securities  and Exchange  Commission  issued Staff
Accounting   Bulletin  ("SAB")  No.  101,  "Revenue   Recognition  in  Financial
Statements."  The Company does not believe that the  requirements of SAB No. 101
will have any effect on or require any  adjustments to the Company's  results of
operations and financial position.
























                                      F-33

<PAGE>


                          COLUMBUS McKINNON CORPORATION

                 SCHEDULE II--Valuation and qualifying accounts
                          March 31, 2000, 1999 and 1998
                              Dollars in thousands

<TABLE>
<CAPTION>
                                                                            Additions

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

Year ended March 31, 2000: Deducted from asset accounts:

<S>                                                          <C>            <C>        <C>        <C>               <C>
     Allowance for doubtful accounts                         $ 2,271      $   979     $    -      $ 1,014(1)        $ 2,236
     Slow-moving and obsolete inventory                        4,295        1,776        112(4)     1,998(2)          4,185
                                                             -------      -------     ------      -------           -------
          Total                                              $ 6,566      $ 2,755     $  112      $ 3,012           $ 6,421
                                                             =======      =======     ======      =======
   Reserves on balance sheet:
     Accrued general and product liability costs             $11,416      $ 3,368     $    -      $   234(3)        $14,550
                                                             =======      =======     ======      =======

Year ended March 31, 1999: Deducted from asset accounts:

     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
                                                             =======      =======     ======       =======          =======
--------
(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.
--------  ---------------------------------------------------

                 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Directors and Executive Officers

The following table sets forth certain  information  regarding the Directors and
executive officers of the Company:

         Name                      Age               Position(s) Held
         ----                      ---               ----------------

     Herbert P. Ladds, Jr.          67        Chairman of the Board

     Timothy T. Tevens              44        President, Chief Executive Officer
                                                 and Director

     Robert L. Montgomery, Jr.      62        Executive  Vice  President,  Chief
                                                 Financial Officer and Director

     Ned T. Librock                 47        Vice President-Sales and Marketing

     Karen L. Howard                38        Vice President-Controller

     Joseph J. Owen                 39        Vice President-Strategic
                                                 Integration

     Ernst K. H. Marburg            65        Vice President-Total  Quality  and
                                                 Standards

     Lois H. Demler                 62        Corporate Secretary

     Randolph A. Marks              64        Director

     L. David Black                 63        Director

     Carlos Pascual                 54        Director

     Richard H. Fleming             52        Director

     All  officers of the Company are elected  annually at the first  meeting of
the Board of Directors following the Annual Meeting of Shareholders and serve at
the  discretion  of the Board of  Directors.  There are no family  relationships
between any officers or Directors of the Company.  Recent business experience of
the Directors and executive officers is as follows:

     Herbert P. Ladds, Jr. has been a Director of the Company since 1973 and was
elected  Chairman of the Board of Directors of the Company in January  1998.  He
served as Chief Executive  Officer of the Company from 1986 until his retirement
in July 1998.  He was  President of the Company from 1982 until January 1998 and
was  Executive  Vice  President  of the  Company  from  1981  to 1982  and  Vice
President--Sales  & Marketing from 1971 to 1980. Mr. Ladds is also a director of
Utica Mutual Insurance Company,  Eastman Worldwide and R.P. Adams Company,  Inc.
and Fibron Products, Inc.


                                       36
<PAGE>


     Timothy T.  Tevens was elected  President  and a Director of the Company in
January  1998 and  assumed the duties of Chief  Executive  Officer in July 1998.
From May 1991 to January 1998 he served as Vice President--Information  Services
of the Company and was elected Chief  Operating  Officer in October  1996.  From
1980 to 1991, Mr. Tevens was employed by Ernst & Young LLP in various management
consulting capacities.

     Robert L.  Montgomery,  Jr.  joined  the  Company in 1974 and has served as
Executive  Vice  President  and  Chief  Financial  Officer  since  1987 and as a
Director of the Company since 1982. Prior thereto he was employed as a certified
public accountant by PricewaterhouseCoopers LLP.

     Ned T. Librock was elected Vice  President-Sales  and Marketing in November
1995.  Mr.  Librock has been employed by the Company since 1990 in various sales
management  capacities.  Prior to 1990,  Mr.  Librock was  employed by Dynabrade
Inc., a manufacturer of power tools, as director of Sales and Marketing.

     Karen L. Howard was elected Vice President-Controller in January 1997. From
June 1995 to January  1997,  Ms.  Howard was  employed by the Company in various
financial and accounting capacities. Prior to June 1995, Ms. Howard was employed
by Ernst & Young LLP as a certified public accountant.

     Joseph J. Owen was appointed Vice President-Strategic Integration in August
1999.  From April 1997 to August  1999,  Mr. Owen was employed by the Company as
Corporate Director-Materials Management. Prior thereto, he was employed by Ernst
& Young LLP in various management consulting capacities.

     Ernst K. H. Marburg has been employed by the Company since May 1980.  Prior
to his election as Vice  President-Total  Quality and Standards in October 1996,
Mr. Marburg served the Company as Manager of Product  Standards and Services for
nearly fifteen years.

     Lois H. Demler has been  employed by the Company  since 1963.  She has been
the Corporate Secretary of the Company since 1987.

     Randolph A. Marks has been a Director of the Company since 1986.  Mr. Marks
is a private  investor and is a retired  Chairman of the Board of American Brass
Company.  He also serves as a director of Computer Task Group, Inc. and Delaware
North Companies, Inc.

     L. David Black has been a Director of the Company since 1995. Mr. Black has
been the Chairman of the Board and Chief  Executive  Officer of JLG  Industries,
Inc.,  a  manufacturer  of  construction  equipment  since  1993,  and he served
additionally  as  President  from  1993 to 1999.  Prior  thereto,  he  served as
President of JLG Industries, Inc.

     Carlos Pascual has been a Director of the Company since 1998.  Since August
1999,  Mr. Pascual has been Executive Vice President and President of Developing
Markets  Operations  for Xerox.  From January 1999 to August 1999,  he served as
Deputy Executive Officer of Xerox's Industry Solutions  Operations.  From August
1995 to January  1999,  he served as  President  of Xerox  Corporation's  United
States Customer Operations, and from July 1997 to January 1999 he also served as
a Senior Vice President of Xerox Corporation.  Prior thereto,  since 1968 he has
served in various capacities with Xerox Corporation.

     Richard H.  Fleming was  appointed a Director of the Company in March 1999.
In February 1999,  Mr. Fleming was appointed  Executive Vice President and Chief
Financial Officer of USG Corporation.  Prior thereto, Mr. Fleming has served USG
Corporation in various  executive  financial  capacities  since 1989,  including
Senior Vice President and Chief Financial  Officer from January 1995 to February
1999 and Vice President and Chief Financial Officer from January 1994 to January
1995.


                                       37

<PAGE>

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  Directors and executive  officers,  and persons who own more than
10% of a registered class of the Company's equity  securities,  to file with the
Securities and Exchange  Commission and NASDAQ initial  reports of ownership and
reports of changes in ownership of Common Stock and other equity  securities  of
the Company. Officers,  Directors and greater than 10% shareholders are required
to furnish the Company with copies of all Section 16(a) forms they file.

     To the  Company's  knowledge,  based solely on review of the copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports were  required,  during the fiscal year ended March 31, 2000 all Section
16(a) filing requirements applicable to its officers, Directors and greater than
10% beneficial owners were complied with.


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

                       COMPENSATION OF EXECUTIVE OFFICERS

      The following Summary  Compensation  Table sets forth certain  information
with  respect to the  compensation  paid by the  Company for  services  rendered
during  the  fiscal  years  ended  March 31,  1998,  1999 and 2000 for the chief
executive officer and the other four most highly compensated  executive officers
of the  Company.  The amounts  shown  include  compensation  for services in all
compensation capacities.
<TABLE>
<CAPTION>

                                                  Annual Compensation                  Long-Term Compensation  Awards
                                                  -------------------                  ----------------------
                                                                                                Securities
                                                                                   Restricted   Underlying
                                 Fiscal                            Other Annual       Stock      Options/        All Other
  Name and Principal Position     Year       Salary     Bonus      Compensation     Awards(1)     SARs(2)     Compensation(3)
  ---------------------------     ----       ------     -----      ------------     ---------     -------     ---------------

<S>                               <C>      <C>         <C>          <C>              <C>          <C>                <C>
Timothy T. Tevens,                2000     $ 448,769   $     -      $     -          2,488        54,000             $ 9,485
 President and Chief              1999       410,385    36,511            -              -             -               9,834
 Executive Officer                1998       220,000    75,000            -              -             -              31,952

Robert L. Montgomery, Jr.,        2000       373,923         -            -          2,417             -              12,238
 Executive Vice President         1999       339,115    52,609            -              -             -              12,703
 And Chief Financial Officer      1998       317,000    97,575            -              -             -              19,597


Ned T. Librock,                   2000       209,538         -       68,553(4)       1,386        36,000              15,316
 Vice President -                 1999       195,905    34,272            -              -             -              14,938
 Sales Marketing                  1998       186,655    65,625            -              -             -              18,984

Karen L. Howard,                  2000       163,240         -            -          1,031        36,000              15,474
 Vice President -                 1999       144,636    23,125            -          8,500             -              13,154
 Controller                       1998       124,999    43,630            -              -             -              14,559

Joesph J. Owen                    2000       160,500         -            -          1,016        18,000              11,758
 Vice President -                 1999       142,500    22,625            -              -         1,000               7,460
 Strategic Integration            1998       122,500     1,050            -              -             -               1,166


--------------------------------------
(1)  Mr. Tevens was granted 2,488 shares of restricted  Common Stock on June 10, 1999, which had a value on such date of
     $61,900.  As of March 31, 2000, the number of restricted  shares of Common Stock held by Mr. Tevens was 2,488,  and
     the value of such restricted shares was $32,655. Mr. Montgomery was granted 2,417 shares of restricted Common Stock
     on June 10,  1999,  which had a value on such date of $60,100,  and a value as of March 31,  2000 of  $31,723.  Mr.
     Librock was granted  1,386 shares of  restricted  Common Stock on June 10, 1999,  which had a value on such date of
     $34,500, 11,900 shares of restricted Common Stock on July 22, 1996, which had a value on such date of $166,600, and


                                                           38

<PAGE>

     5,100  shares of  restricted  Common  Stock on  August 1,  1994,  which  had a value on such date of  $48,996.  The
     restrictions  on 5,100 of Mr.  Librock's  restricted  shares of Common Stock lapsed on July 31, 1999, on which date
     such shares had a value of $116,981.  As of March 31, 2000, the number of restricted shares of Common Stock held by
     Mr. Librock was 13,286,  and the value of such restricted shares was $174,379.  Ms. Howard was granted 1,031 shares
     of restricted Common Stock on June 10, 1999, which had a value on such date of $25,650,  8,500 shares of restricted
     Common Stock on August 17, 1998, which had a value on such date of $196,563,  and 8,500 shares of restricted Common
     Stock on June 1, 1995,  which had a value on such date of $107,875.  As of March 31, 2000, the number of restricted
     shares of Common Stock held by Ms. Howard was 18,031,  and the value of such  restricted  shares was $236,657.  Mr.
     Owen was granted  1,016  shares of  restricted  Common  Stock on June 10,  1999,  which had a value on such date of
     $25,300,  and 5,000 shares of restricted Common Stock on April 14, 1997, which had a value on such date of $95,000.
     As of March 31, 2000, the number of restricted  shares of Common Stock held by Mr. Owen was 6,016, and the value of
     such restricted shares was $78,960. None of the other officers listed in the above table hold any restricted shares
     of Common Stock. The Company does not pay dividends on its outstanding shares of restricted Common Stock, but makes
     payments of additional compensation in lieu of such dividends. See footnote (3) below.

(2)  Represents  options  granted to Messrs.  Tevens and  Librock,  Ms.  Howard and Mr. Owen  pursuant to the  Company's
     Incentive Stock Option Plan  (the "Incentive Plan") in amounts of  23,810, 22,345, 22,345,  and 18,000 respectively
     and options granted to Messrs. Tevens and  Librock and  Mrs. Howard pursuant to  the Company's  Non-Qualified Stock
     Option Plan (the "Non-Qualified Plan") in the amounts of 30,190, 13,655 and 13,655, respectively.

(3)  Comprised of: (i) the value of shares of Common Stock  allocated in fiscal 2000 under the Company's  Employee Stock
     Ownership Plan (the "ESOP") to accounts for Messrs.  Tevens,  Montgomery,  Librock,  Ms. Howard and Mr. Owen in the
     amounts of $3,980,  $6,750,  $4,006, $3,179 and $2,945,  respectively,  (ii) premiums for group term life insurance
     policies insuring the lives of Messrs. Tevens,  Montgomery,  Librock, Ms. Howard and Mr. Owen in the amount of $108
     each,  (iii)  compensation  in lieu of  dividends  on  restricted  shares of Common  Stock paid to Messrs.  Tevens,
     Montgomery,  Librock, Ms. Howard and Mr. Owen in the amounts of $597, $580, $6,402, $7,387 and $4,038, respectively
     and (iv) the Company's matching  contributions under its 401(k) plan for Messrs. Tevens,  Montgomery,  Librock, Ms.
     Howard and Mr. Owen in the amounts of $4,800, $4,800, $4,800, $4,800 and $4,667, respectively.

(4)  Represents  tax  reimbursement  payments made by the Company to Mr. Librock in fiscal 2000 to offset the income tax
     effects of the expiration of the  restrictions on 5,100 shares of restricted  Common Stock granted to him in fiscal
     1995. See footnote (1) above.

</TABLE>


Options Granted in Last Fiscal Year

      The following  table  contains  information  concerning the grant of stock
options to the named  executives in fiscal 2000.  The exercise price of all such
options is equal to the market value of Common Stock on the date of the grant.
<TABLE>
<CAPTION>

                                                 Percentage of
                                                 Total Options                              Potential Realizable Value at
                                                  Granted to     Exercise                    Assumed Annual Rates of
                                   Option        Employees in    Price Per    Expiration     Stock Price Appreciation
 Name and Principal Position      Grants(1)       Fiscal Year      Share         Date             For Option Term
 ---------------------------      --------        -----------      -----         ----             ---------------
                                                                                              5%(2)         10%(3)
                                                                                              -----         ------

<S>                                 <C>             <C>            <C>          <C>         <C>          <C>
Timothy T. Tevens,                  54,000          11.06%         $20.60       4/1/09      $699,840     $1,772,820

Robert L. Montgomery, Jr.,               -               -              -            -             -              -

Ned T. Librock,                     36,000           7.38%          20.60       4/1/09       466,560      1,181,880

Karen L. Howard,                    36,000           7.38%          20.60       4/1/09       466,560      1,181,880

Joseph J. Owen                      18,000           3.69%          20.60       4/1/09       233,280        590,940
  Vice President -
  Strategic Integration

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


                                                 39

<PAGE>

(1)  Options granted  pursuant  to the Incentive  Plan and the Non-Qualified Plan become exercisable
     in cumulative annual increments of 25% beginning one year from the date of grant;  however,  in
     the event of certain extraordinary transactions,  including a change of control of the Company,
     the vesting of such options would automatically accelerate.

(2)  Represents  the  potential  appreciation  of the  options,  determined  by  assuming  an annual
     compounded  rate of  appreciation  of 5% per year  over the  ten-year  term of the  grants,  as
     prescribed  by the  rules.  The amount  set forth  above is not  intended  to  forecast  future
     appreciation,  if any, of the stock  price.  There can be no  assurance  that the  appreciation
     reflected in this table will be achieved.

(3)  Represents  the  potential  appreciation  of the  options,  determined  by  assuming  an annual
     compounded  rate of  appreciation  of 10% per year  over the  ten-year  term of the  grant,  as
     prescribed  by the rules.  The  amounts set forth  above are not  intended  to forecast  future
     appreciation,  if any, of the stock  price.  There can be no  assurance  that the  appreciation
     reflected in this table will be achieved.
</TABLE>


Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

     The  following  table  sets  forth  information  with  respect to the named
executives concerning the exercise of options during fiscal 2000 and unexercised
options held at the end of fiscal 2000.

<TABLE>
<CAPTION>

                                                                                                  Value of Unexercised
                                  Shares                     Number of Unexercised                in the  Money Options
                                  Acquired    Value        Options At Fiscal Year End             At Fiscal Year End(1)
                                                           --------------------------             ---------------------
                                On Exercise  Realized     Exercisable     Unexercisable      Exercisable     Unexercisable
                                -----------  --------     -----------     -------------      -----------     -------------
<S>                              <C>          <C>            <C>               <C>             <C>               <C>
Timothy T. Tevens,
  President and Chief
  Executive Officer              $     -      $    -         46,500            57,500          $     -           $     -

Robert L. Montgomery, Jr.,
  Executive Vice President
  and Chief Financial Officer          -           -              -                 -                -                 -

Ned T. Librock,
  Vice President -
  Sales  and Marketing                 -           -         43,500            42,500                -                 -

Karen L. Howard,
  Vice President -
  Controller                           -           -         43,500            42,500                -                 -

Joseph J. Owen,
  Vice President -
  Strategic Integration                -           -          3,500            15,500                -                 -
--------------------------------

(1) The closing market value of Common Stock as of March 31, 2000 of $13.125 was
less than the exercise prices of the options.


</TABLE>


                                                 40
<PAGE>


Employee Plans

     Employee  Stock  Ownership  Plan.  The Company  maintains  the ESOP for the
benefit of certain of its salaried and non-union hourly  employees.  The ESOP is
intended to be an employee  stock  ownership  plan within the meaning of Section
4975 (e)(7) of the Internal Revenue Code of 1986, as amended (the "Code") and an
eligible  individual account plan within the meaning of Section 407(d)(3) of the
Code. From 1988 through 1998, the ESOP has purchased from the Company  1,373,549
shares  of  Common  Stock  (the  "ESOP   Shares")  for  the   aggregate  sum  of
approximately  $10.5 million.  The proceeds of certain  institutional loans (the
"ESOP  Loans") were used to fund such  purchases.  The ESOP Loans are secured by
the ESOP Shares,  and are guaranteed by the Company.  The ESOP acquired  479,900
shares of Common Stock in October 1998 for the  aggregate  sum of  approximately
$7.7  million.  The  proceeds of a loan from the  Company  were used to fund the
purchase.

     On a quarterly  basis,  the Company makes a contribution  to the ESOP in an
amount  determined by the  Company's  Board of  Directors.  In fiscal 2000,  the
Company's cash contribution was $1,434,288. The ESOP trustees utilize the entire
contribution to make payments of principal and interest on the ESOP Loans.

     Common Stock not allocated to ESOP participants ("ESOP Shares") is recorded
in an ESOP suspense  account and is held as collateral for repayment of the ESOP
Loans.  As payments of principal and interest are received by the lenders,  ESOP
Shares  are  released  from  the ESOP  suspense  account  annually  and are then
allocated to the ESOP  participants  in the same  proportion as a  participant's
compensation for such year bears to total compensation of all participants.

     An ESOP participant  becomes 100% vested in all amounts allocated to him or
her  after  five  years of  service.  The  shares of  Common  Stock  held by the
participants in the ESOP represent a  registration-type  class of securities and
are voted by the  participants  in the same  manner as any other share of Common
Stock.

     In  general,   Common  Stock  allocated  to  a  participant's   account  is
distributed upon his or her termination of employment at normal  retirement (age
65) or death. The distribution is made in whole shares of Common Stock plus cash
in lieu of any fractional shares.

     Robert L. Montgomery,  Jr., Karen L. Howard,  Neal E. Wixson and Timothy R.
Harvey  serve as  Trustees  of the ESOP.  As of March 31,  2000,  the ESOP owned
approximately  1,496,109 shares of Common Stock. Common Stock allocated pursuant
to the ESOP to Messrs.  Tevens,  Montgomery and Librock, Ms. Howard and Mr. Owen
as of March 31, 2000 is 3,847 shares,  13,582 shares, 3,927 shares, 1,033 shares
and 404 shares, respectively.

     Pension Plan. The Company has a  non-contributory,  defined benefit pension
plan  (the  "Pension  Plan")  which  provides  certain  of  its  employees  with
retirement  benefits.  For each year of Plan  Participation  (as  defined in the
"Pension  Plan")  limited to 35 years,  a  participant  earns an annual  pension
benefit equal to 1.00% of his Final Average  Earnings (as defined in the Pension
Plan)  plus .50% of that part,  if any,  of such  compensation  in excess of his
Covered  Compensation (as defined in the Pension Plan). Pension benefits are not
subject to reduction  for social  security or other offset  amounts.  If Messrs.
Tevens,  Montgomery  and  Librock,  Ms.  Howard and Mr.  Owen  continue at their
current levels of compensation  and retire at age 65, the total estimated annual
pension benefits under the Pension Plan for them would be approximately $61,110,
$41,678, $56,077, $64,143 and $55,604, respectively.

     Non-Qualified  Stock Option Plan. In October 1995, the Company  adopted the
Columbus   McKinnon   Corporation   Non-Qualified   Stock   Option   Plan   (the
"Non-Qualified  Plan")  and  reserved,  subject  to  certain  requirements,   an
aggregate of 250,000 shares of Common Stock for issuance  thereunder.  Under the
terms of 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.
In fiscal 2000, the Company granted options to purchase 120,020 shares of Common
Stock under the Non-Qualified Plan.


                                       41

<PAGE>

     Incentive Stock Option Plan. The Company's  Columbus  McKinnon  Corporation
Incentive Stock Option Plan (the "Incentive Plan"), which was adopted in October
1995,  authorizes  grants to officers and other key employees of the Company and
its  subsidiaries  of stock  options that are intended to qualify as  "incentive
stock options" within the meaning of Section 422 of the Code. The Incentive Plan
reserved,  subject to certain  adjustments,  an aggregate of 1,250,000 shares of
Common Stock to be issued  thereunder.  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  thereunder  may be exercised  not earlier than one year and not
later  than ten years  from the date such  option  is  granted.  In the event of
certain  extraordinary  transactions,  including  a  change  of  control  of the
Company, the vesting of such options would automatically  accelerate.  In fiscal
2000 the Company  granted  options to purchase  361,390  shares of Common  Stock
under the Incentive Plan.

     Restricted   Stock  Plan.  The  Company   adopted  the  Columbus   McKinnon
Corporation  Restricted Stock Plan (the "Restricted Stock Plan") in October 1995
and reserved, subject to certain adjustments,  an aggregate of 100,000 shares of
Common Stock to be issued upon the grant of restricted stock awards  thereunder.
Under the terms of the  Restricted  Stock Plan, the  Compensation  Committee may
grant to employees of the Company and its  subsidiaries  restricted stock awards
to purchase shares of Common Stock at a purchase price of not less than $.01 per
share. Shares of Common Stock issued under the Restricted Stock Plan are subject
to certain transfer  restrictions and, subject to certain  exceptions,  shall be
forfeited  if  the  grantee's   employment  with  the  Company  or  any  of  its
subsidiaries  is  terminated  at  any  time  prior  to  the  date  the  transfer
restrictions  have lapsed.  Grantees who remain  continuously  employed with the
Company or its  subsidiaries  become vested in their shares five years after the
date of the grant,  or  earlier  upon  death,  disability,  retirement  or other
special  circumstances.  The restrictions on any such stock awards automatically
lapse in the event of certain extraordinary transactions,  including a change of
control of the Company.  In fiscal 2000,  the Company  awarded  60,700 shares of
Common Stock under the Restricted Stock Plan.

     EVA(R)  Incentive  Plan. In fiscal 1998,  the Company  adopted the Columbus
McKinnon  Corporation  EVA(R)  Incentive  Compensation  Plan (the "EVA(R) Plan")
which is based upon Stern  Stewart  Economic  Value Added  ("EVA(R)")  concepts.
Under the EVA(R)  Plan,  for each fiscal year,  each  employee of the Company is
assigned  a  target  bonus  by  management  ranging  from  3%  to  30%  of  base
compensation,  depending upon job classification. The actual bonus to be paid to
an employee will be equal to his target bonus times a bonus multiple,  which can
be greater or less than 100%, based upon the relationship  between actual EVA(R)
results and targeted EVA(R) results. Payments under the EVA(R) Plan will be made
within two and one half months of the completion of the applicable  fiscal year.
In fiscal 2000, bonuses earned under this plan by Messrs. Tevens, Montgomery and
Librock, Ms. Howard and Mr. Owen were awarded in the form of restricted stock as
set forth in Note 1 to the Summary Compensation Table.

     401(k) Plan. The Company  maintains a 401(k)  retirement  savings plan (the
"401(k) Plan") which covers all non-union  salaried and hourly  employees in the
United  States who have  completed  at least 90 days of service.  Employees  may
contribute  up to 15% of their annual  compensation  (8% for highly  compensated
employees),  subject to an annual  limitation as adjusted by the Code.  Employee
contributions  are  matched  by  the  Company  in  amount  equal  to  50% of the
employee's  Salary Reduction  Contributions (as defined in the 401(k) Plan). The
Company's  matching  contributions  are limited to 3% of the employee's base pay
and vest at the rate of 20% per year.


                                       42

<PAGE>

Change in Control Agreements

     The Company has entered into change in control  agreements  (the "Change in
Control  Agreements") with Messrs.  Tevens,  Montgomery and Librock, Ms. Howard,
Mr. Owen and certain other officers and employees of the Company.  The Change in
Control  Agreements  provide  for an  initial  term of one year,  which,  absent
delivery of notice of  termination,  is  automatically  renewed  annually for an
additional  one year term.  Generally,  each  officer or employee is entitled to
receive, upon termination of employment within thirty-six months of a "Change in
Control"  (unless such  termination  is because of death or  disability,  by the
Company for "Cause" (as defined in the Change in Control  Agreements),  or by an
officer or  employee  other than for "Good  Reason" (as defined in the Change in
Control Agreements)),  (i) a lump sum severance payment equal to three times the
sum of (A) his or her annual salary and (B) the greater of (1) the annual target
bonus  under the EVA(R)  Plan in effect on the date of  termination  and (2) the
annual  target  bonus under the EVA(R) Plan in effect  immediately  prior to the
Change in Control,  (ii)  continued  coverage  for  thirty-six  months under the
Company's medical and life insurance plans, (iii) at the option of the executive
or  employee,  either  three  additional  years of deemed  participation  in the
Company's  tax-qualified  retirement  plans or a lump sum  payment  equal to the
actuarial  equivalent of the pension  payment which he or she would have accrued
under the Company's tax-qualified retirement plans had he or she continued to be
employed  by the  Company  for three  additional  years and (iv)  certain  other
specified payments.  Aggregate "payments in the nature of compensation"  (within
the  meaning of Section  280(G) of the  Internal  Revenue  Code)  payable to any
executive or employee  under the Change in Control  Agreements is limited to the
amount that is fully  deductible  by the  Company  under  Section  280(G) of the
Internal  Revenue  Code less one  Dollar.  The events  that  trigger a Change in
Control under the Change in Control  Agreements  include (i) the  acquisition of
20% or more of the Company's  outstanding Common Stock by certain persons,  (ii)
certain  changes in the  membership of the Company's  Board of Directors,  (iii)
certain  mergers  or   consolidations,   (iv)  certain  sales  or  transfers  of
substantially  all  of  the  Company's  assets  and  (v)  the  approval  of  the
shareholders of the Company of a plan of dissolution or liquidation.


Stay Agreements

     In connection with its decision to examine various  alternatives to enhance
shareholder  value,  the  Company has entered  into stay  agreements  (the "Stay
Agreements") with Messrs.  Tevens,  Montgomery and Librock, Ms. Howard, Mr. Owen
and certain  other  officers and employees of the Company.  The Stay  Agreements
provide for the  maintenance of salary and benefits levels for such officers and
employees  for a period of six  months  after the  consummation  of a "Sale" (as
defined in the Stay Agreements).  In addition,  each such officer or employee is
entitled  to receive a bonus in the amount of  $1,000,000,  $700,000,  $500,000,
$500,000 and $500,000 for Messrs. Tevens, Montgomery and Librock, Ms. Howard and
Mr. Owen, respectively,  and ranging from $30,000 to $300,000 for other officers
and employees of the Company. An additional bonus may also be payable to Messrs.
Tevens,  Montgomery  and  Librock,  Ms.  Howard  and Mr.  Owen  under  the  Stay
Agreements  if the  consideration  to be received  in connection  with  the Sale


                                       43

<PAGE>

exceeds certain  limits.  Payments under the Stay Agreements are contingent upon
the continued  employment of the officer or employee through the closing date of
a Sale and are payable  one-half on such  closing  date and  one-half on the six
month anniversary of such closing; provided,  however, that if the employment of
the officer or employee is terminated by such six month  anniversary date, he or
she will not be entitled to receive the second  payment due on such  anniversary
date.  No payment  under the Stay  Agreements  will be due and payable if a Sale
does not occur by (a) December 31, 2000 or (b) by March 31, 2001,  provided that
on or before  December  31, 2000  negotiations  regarding a possible  Sale to an
identified purchaser with the requisite financing are taking place.

     For purposes of the Stay Agreements, a "Sale" is deemed to occur upon (a) a
sale of 90% or more of the Company's outstanding common stock or (b) the sale of
all or substantially all of the Company's assets.


                     COMPENSATION AND NOMINATION/SUCCESSION
                   COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     Compensation  for the executive  officers of the Company is administered by
the Compensation and Nomination/Succession Committee which currently consists of
three    independent    (non-employee)    Directors.    The   Compensation   and
Nomination/Succession  Committee  approves the compensation  arrangements of the
Chief Executive Officer and other officers of the Company.

     The   following   objectives,   established   by   the   Compensation   and
Nomination/Succession  Committee,  are the  basis  for the  Company's  executive
compensation program:

     o  providing  a  comprehensive  program  with   components  including  base
        salary,  performance  incentives,  and  benefits  that support and align
        with the  Company's  goal of providing  superior  value to customers and
        shareholders; and

     o  ensuring  that the Company  is competitive and  can attract  and  retain
        qualified and experienced  executive  officers and other key  personnel;
        and

     o  appropriately motivating its  executive officers and other key personnel
        to seek to attain short term,  intermediate term and long term corporate
        and  divisional  performance  goals  and  to  manage  the   Company  for
        sustained long term growth.

     The Board of Directors of the Company has delegated to the Compensation and
Nomination/Succession    Committee    responsibility    for   establishing   and
administering  the  compensation  programs for the Chief  Executive  Officer and
other executive officers.

     The Compensation and  Nomination/Succession  Committee reviews compensation
policy and specific levels of compensation  paid to the Chief Executive  Officer
and  other   executive   officers   of  the   Company   and  reports  and  makes
recommendations  to the Board of  Directors  regarding  executive  compensation,
policies and programs.

     The Compensation and  Nomination/Succession  Committee is assisted in these
efforts,  when  required  by an  independent  outside  consultant,  and  by  the
Company's internal staff, who provide the Compensation and Nomination/Succession
Committee with relevant information and recommendations  regarding  compensation
policies and specific compensation matters.


                                       44

<PAGE>


Annual Compensation Programs

     Executive base salaries are compared to manufacturing companies included in
a periodic management survey completed by outside compensation consultants;  all
data has been regressed to revenues equivalent to the Company's.  This survey is
used because it reflects companies in the same revenue size and industry sectors
as the Company.  The Compensation and Nomination/  Succession Committee believes
salaries should be targeted toward the median of the surveyed salaries reported,
depending  upon  the  relative  experience  and  individual  performance  of the
executive.

     Salary  adjustments  are governed by guidelines  covering three factors (1)
the  individual  officer's  performance  (merit),  (2) market  parity (to adjust
salaries of high performing  individuals based on the competitive  market),  and
(3) promotions (to reflect  increases in  responsibility).  In assessing  market
parity, the Company targets groups of companies surveyed and referred to above.

     Each   executive   officer's   corporate   position  is  assigned  a  title
classification  reflecting the Company's  evaluation of the  position's  overall
contribution  to corporate  goals and the value the labor  market  places on the
associated job skills. A range of appropriate  salaries is then assigned to that
title  classification.  Each April, the salary ranges may be adjusted to reflect
market conditions,  including changes in comparison  companies,  inflation,  and
supply and demand in the market. The midpoint of the salary range corresponds to
a  "market  rate"  salary  which  the  Compensation  and   Nomination/Succession
Committee believes is appropriate for an experienced executive who is performing
satisfactorily, with salaries in excess of the salary range midpoint appropriate
for executives whose performance is superior or outstanding.

     The Compensation and  Nomination/Succession  Committee has recommended that
any progression or regression  within the salary range for an executive  officer
shall depend upon a formal annual review of job performance, accomplishments and
progress toward  individual and/or overall goals and objectives for the segments
of the Company that such officer  oversees as well as his  contributions  to the
overall  direction of the Company.  Long term growth in shareholder  value is an
important factor.  The results of executive  officers'  performance  evaluations
will  form a part of the  basis of the  Compensation  and  Nomination/Succession
Committee's  decision to approve, at its discretion,  future adjustments in base
salaries of executive officers.


Chief Executive Officer Compensation

     Compensation  decisions affecting the Chief Executive Officer were based on
quantitative  and  qualitative  factors.  These factors were  accumulated  by an
external compensation  consulting firm and included comparisons of the Company's
fiscal 1999 financial statistics to peer companies,  strategic achievements such
as acquisitions and their  integration,  comparisons of the base salary level to
the median for comparable companies in published  compensation  surveys, as well
as assessments prepared internally by other members of executive management. The
bonus cited below was based on the Company's consolidated EVA(R) performance for
fiscal 1999.

     There was no adjustment to Mr. Tevens' base salary effective April 2000.

     In fiscal 2000,  Mr. Tevens  received a bonus of 2,488 shares of restricted
stock based upon fiscal 1999 EVA(R) results.


                                       45

<PAGE>

Section 162(m) of Internal Revenue Code

     Section  162(m) of the Internal  Revenue Code,  enacted in 1993,  generally
disallows a tax  deduction to public  companies  for  compensation  in excess of
$1,000,000 paid to a Company's  chief executive  officer and any one of the four
other most highly paid executive  officers  during its taxable year.  Qualifying
performance-based  compensation is not subject to the deduction limit if certain
requirements  are  met.  Based  upon  the  compensation  paid  to the  Company's
executive  officers in fiscal 2000,  it does not appear that the Section  162(m)
limitation  will have a  significant  impact on the  Company  in the near  term.
However,  the Compensation and  Nomination/Succession  Committee plans to review
this matter  periodically  and to take such  actions as are  necessary to comply
with the new statute to avoid non-deductible compensation payments.

Randolph A. Marks
Carlos Pascual
Richard H. Fleming











































                                       46

<PAGE>


                                PERFORMANCE GRAPH

     The Performance Graph shown below compares the cumulative total shareholder
return on Common Stock,  based on the market price of the Common Stock, with the
total  return  of the S & P MidCap  400  Index and the  NASDAQ  National  Market
Industrials  Index.  The  comparison  of  total  return  assumes  that  a  fixed
investment of $100 was invested on February 22, 1996 (the  effective date of the
Company's  initial public offering) in Common Stock and in each of the foregoing
indices  and further  assumes the  reinvestment  of  dividends.  The stock price
performance  shown on the graph is not  necessarily  indicative  of future price
performance.

[ILLUSTRATION OF PERFORMANCE GRAPH]

<TABLE>
<CAPTION>

                                           2/23/96  1996  1997  1998  1999  2000
                                           -------  ----  ----  ----  ----  ----

<S>                                           <C>    <C>   <C>   <C>   <C>   <C>
Columbus McKinnon Corporation .............   100    107   121   190   141    93
S&P Midcap 400 Index ......................   100    105   116   173   166   230
Dow Jones Industrial - Diversified Index ..   100    107   125   182   180   207

</TABLE>






























                                       47

<PAGE>


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  and  Nomination/  Succession  Committee  is  composed of
Randolph  A. Marks,  Carlos  Pascual  and  Richard H.  Fleming,  each an outside
director of the Company. None of the members of the Compensation and Nomination/
Succession  Committee was,  during fiscal 2000 or prior  thereto,  an officer or
employee of the Company or any of its subsidiaries.  In fiscal 2000, none of the
executive  officers  of the  Company  served on the  Compensation  Committee  of
another  entity or on any other  committee  of the Board of Directors of another
entity performing  similar  functions during such period,  except that Mr. Ladds
served on the  Compensation  Committee of the Board of Directors of Utica Mutual
Insurance Company.


                            COMPENSATION OF DIRECTORS

     The Company pays an annual retainer of $20,000 to its Chairman of the Board
and an  annual  retainer  of  $15,000  to each of its other  outside  directors.
Directors  who are  employees of the Company do not receive an annual  retainer.
The Chairman of the Audit Committee and Compensation  and  Nomination/Succession
Committee  each receive an additional  annual  retainer of $2,500.  In addition,
each  non-employee  director  also  receives  a fee of $1,000  for each Board of
Directors and committee  meeting  attended and is reimbursed  for any reasonable
expenses incurred in attending such meetings.


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

         SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     The  following  table sets forth  certain  information  as of May 31,  2000
regarding the  beneficial  ownership of the  Company's  Common Stock by (a) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  Common  Stock;  (b) by each  Director;  (c) by each of the  executive
officers  named in the  Summary  Compensation  Table;  and (d) by all  executive
officers and Directors of the Company as a group.

<TABLE>
<CAPTION>

                                                                                              Number      Percentage
                                                                                           Of Shares(1)    Of Class
                                                                                           ------------    --------
Directors, Officers and 5% Shareholders
---------------------------------------

<S>                  <C>                                                                      <C>             <C>
Herbert P. Ladds, Jr.(2)(3).....................................................              1,056,610       7.09
Timothy T. Tevens(2)(4).........................................................                 74,644         *
Robert L. Montgomery, Jr.(2)(5).................................................              1,151,327       7.73
Randolph A. Marks(2)............................................................                238,340       1.60
L. David Black(2)...............................................................                  1,700         *
Carlos Pascual (2)..............................................................                  1,500         *
Richard H. Fleming (2)..........................................................                  1,500         *
Ned T. Librock(2)(6)............................................................                 66,968         *
Karen L. Howard (2)(7)..........................................................                 63,829         *
Joseph J. Owen(2)(8)............................................................                 13,562         *
Ernst K. H. Marburg(2)(9).......................................................                 18,295         *
Columbus McKinnon Corporation Employee Stock Ownership Plan (2).................              1,496,109      10.04
All Directors and Executive Officers as a Group (12 persons)(10)................              2,706,015      18.17
Capital Group International, Inc.(11)...........................................              1,347,200       9.04
Gilchrist B. Berg(12)...........................................................              1,015,292       6.82
--------
</TABLE>

   *     Less than 1%.
  (1)    Rounded to the nearest whole share.  Unless otherwise  indicated in the
         footnotes, each of the shareholders named in this table has sole voting
         and investment  power with respect to the shares shown as  beneficially
         owned by him,  except to the extent that authority is shared by spouses
         under applicable law.

  (2)    The address of each of the  executive  officers and  directors  and the
         Columbus  McKinnon  Employee  Stock  Ownership  Plan  is  c/o  Columbus
         McKinnon Corporation, 140 John James Audubon Parkway, Amherst, New York
         14228-1197.


                                       48
<PAGE>

  (3)    Includes (i)  875,465 shares  of Common  Stock  owned   directly,  (ii)
         163,705 shares of Common Stock owned directly by Mr. Ladds' spouse, and
         (iii)  17,440 shares  of Common Stock  held  by Mr.  Ladds'  spouse  as
         trustee for the grandchildren of Mr. Ladds.

  (4)    Includes (i) 17,247 shares of Common Stock directly,  (ii) 7,000 shares
         of Common Stock owned directly by Mr. Tevens'  spouse,  (iii) 50 shares
         of Common Stock owned by Mr.  Tevens' son,  (iv) 3,847 shares of Common
         Stock  allocated to Mr.  Tevens' ESOP account and (v) 42,354  shares of
         Common Stock issuable under  currently  exercisable  options granted to
         Mr.  Tevens under the  Incentive  Plan and 4,146 shares of Common Stock
         issuable  under  currently  exercisable  options  granted to Mr. Tevens
         under the  Non-Qualified  Plan.  Excludes 31,456 shares of Common Stock
         issuable  under options  granted to Mr. Tevens under the Incentive Plan
         and 26,044 shares of Common Stock issuable under options granted to Mr.
         Tevens under the Non-Qualified Plan which are not exercisable within 60
         days.

  (5)    Includes  (i)  1,052,745  shares of Common Stock owned  directly,  (ii)
         85,000 shares of Common Stock owned directly by Mr. Montgomery's spouse
         and (iii) 13,582 shares of Common Stock  allocated to Mr.  Montgomery's
         ESOP  account.  Excludes  1,482,527  additional  shares of Common Stock
         owned  by the ESOP  for  which  Mr.  Montgomery  serves  as one of four
         trustees and for which he disclaims any beneficial ownership.

  (6)    Includes  (i) 19,390  shares of Common Stock owned  directly,  (ii) 152
         shares of Common Stock owned by Mr.  Librock's  son, (iii) 3,926 shares
         of Common Stock allocated to Mr. Librock's ESOP account and (iv) 42,354
         shares of Common Stock issuable  under  currently  exercisable  options
         granted to Mr.  Librock  under the  Incentive  Plan and 1,146 shares of
         Common Stock issuable under  currently  exercisable  options granted to
         Mr. Librock under the  Non-Qualified  Plan.  Excludes  29,991 shares of
         Common Stock  issuable  under options  granted to Mr. Librock under the
         Incentive Plan and 12,509 shares of Common Stock issuable under options
         granted  to Mr.  Librock  under the  Non-Qualified  Plan  which are not
         exercisable within 60 days.

  (7)    Includes (i) 19,296 shares of Common Stock owned  directly,  (ii) 1,033
         shares allocated to Ms. Howard's ESOP account,  and (iii) 42,354 shares
         of Common Stock issuable under currently exercisable options granted to
         Ms.  Howard under the  Incentive  Plan and 1,146 shares of Common Stock
         issuable  under  currently  exercisable  options  granted to Ms. Howard
         under the Non-Qualified Plan. Excludes (i) 1,495,076  additional shares
         of Common Stock owned by the ESOP for which Ms. Howard serves as one of
         four trustees and for which she disclaims any beneficial  ownership and
         (ii) 29,991 shares of Common Stock  issuable  under options  granted to
         Ms. Howard under the  Incentive  Plan and 12,509 shares of Common Stock
         issuable  under options granted to Ms.  Howard under the  Non-Qualified
         Plan which are not exercisable within 60 days.

  (8)    Includes (i) 8,383 shares of Common  Stock owned  directly,  (ii) 1,275
         shares of Common Stock owned by Mr. Owen's spouse,  (iii) 404 shares of
         Common  Stock  allocated  to Mr.  Owen's ESOP  account,  and (iv) 3,500
         shares of Common Stock issuable  under  currently  exercisable  options
         granted to Mr. Owen under the Incentive Plan. Excludes 15,500 shares of
         Common  Stock  issuable  under  options  granted to Mr.  Owen under the
         Incentive Plan.

  (9)    Includes (i) 9,282 shares of Common  Stock owned  directly,  (ii) 6,263
         shares of Common Stock  allocated to Mr.  Marburg's  ESOP account,  and
         (iii) 2,750 shares of Common Stock issuable under currently exercisable
         options  granted to Mr.  Marburg  under the  Incentive  Plan.  Excludes
         11,750 shares of Common Stock  issuable  under  options  granted to Mr.
         Marburg under the Incentive  Plan which are not  exercisable  within 60
         days.

 (10)    Includes (i)  options to  purchase an  aggregate of  142,000  shares of
         Common Stock issuable to certain executive officers under the Incentive
         Plan, all of which are exercisable within 60 days.  Excludes the shares
         of Common  Stock owned by the ESOP as to which Mr.  Montgomery  and Ms.
         Howard  serve as trustees,  except for an  aggregate  of 38,093  shares
         allocated to the respective ESOP accounts of the executive  officers of
         the Company and (ii) options to purchase an aggregate of 181,000 shares
         of  Common  Stock  issued  to  certain  executive  officers  under  the
         Incentive Plan  and Non-Qualified Plan,  none of which  are exercisable
         within 60 days.

 (11)    Based  on  information  set  forth  in  Schedule  13G  filed  with  the
         Commission by Capital Group  International,  Inc. on February 10, 2000.

 (12)    Based on information  set forth  in Schedule  13G to be filed with  the
         Commission  by Gilchrist B. Berg on June 29, 2000. The stated  business
         address for Mr.  Berg is 225 Water  Street,  Suite 1987,  Jacksonville,
         Florida 32202


                                       49

<PAGE>


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

     None

                                     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, 2000 and 1999           F-4

            Consolidated statements of income - Years ended
               March 31, 2000, 1999 and 1998                                F-5

            Consolidated statements of shareholders' equity - Years ended
               March 31, 2000, 1999 and 1998                                F-6

            Consolidated statements of cash flows - Years ended
               March 31, 2000, 1999 and 1998                                F-7

            Notes to consolidated financial statements                F-8 - F33


(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.


                                       50

<PAGE>

(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
         (incorporated 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).

 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
         (incorporated  by  reference  to Exhibit  4.6 to the  Company's  Annual
         Report on Form 10-K for the fiscal year ended March 31, 1999).


                                       51

<PAGE>

 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  (incorporated  by  reference  to
         Exhibit 4.7 to the Company's  Annual Report on Form 10-K for the fiscal
         year ended March 31, 1999).

 4.8          Fourth Supplemental  Indenture among Washington Equipment Company,
         G.L. International, Inc., Gaffey, Inc., Handling Systems and Conveyors,
         Inc., Larco Material Handling Inc.,  Abell-Howe Crane, 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  November  1,  1999  (incorporated  by
         reference to Exhibit  10.2 to the  Company's  quarterly  report on form
         10-Q for the quarterly period ended October 3, 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).

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
         (incorporated  by  reference to Exhibit  10.4 to the  Company's  Annual
         Report on Form 10-K for the fiscal year ended March 31, 1999).

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).


                                       52

<PAGE>

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 (incorporated
         by  reference to Exhibit 10.6 to the  Company's  Annual  Report on Form
         10-K for the fiscal year ended March 31, 1999).

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  (incorporated  by reference to Exhibit 10.7 to the  Company's
         Annual Report on Form 10-K for the fiscal year ended March 31, 1999).

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 (incorporated by reference to Exhibit 10.8 to the Company's Annual
         Report on Form 10-K for the fiscal year ended March 31, 1999).

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  (incorporated  by reference to Exhibit 10.9 to the  Company's
         Annual Report on Form 10-K for the fiscal year ended March 31, 1999).

10.10         Agreement by  and among  Columbus  McKinnon  Corporation  Employee
         Stock Ownership 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).



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
         (incorporated  by reference to Exhibit  10.13 to the  Company's  Annual
         Report on Form 10-K for the fiscal year ended March 31, 1999).


                                       53
<PAGE>

10.14         Third  Amendment dated  as of  November 16,  1999, to  the  Credit
         Agreement,  dated  as  of  March  31,  1998,  among  Columbus  McKinnon
         Corporation,  as the 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 October 3, 1999).

10.15         Fourth Amendment and Waiver, dated as of February 15, 2000, to the
         Credit  Agreement,  dated as of March 31, 1998, among Columbus McKinnon
         Corporation,  as the 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 January 2, 2000).

10.16         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).

*10.17        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).

*10.18        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).

*10.19        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).

*10.20        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).

*10.21        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).

*10.22        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).


                                       54

<PAGE>

*10.23        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).

#*10.24       Amendment No. 7  to the  Columbus  McKinnon  Corporation  Employee
         Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated
         April 30, 2000.

*10.25        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).

*10.26        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).

#*10.27       Amended and  Restated  Columbus  McKinnon  Corporation  Management
         EVA(R)Incentive Compensation Plan.

*10.28        Amendment and Restatement of Columbus McKinnon   Corporation  1995
         Incentive Stock Option Plan (incorporated by reference to Exhibit 10.25
         to the  Company's  Annual Report on Form 10-K for the fiscal year ended
         March 31, 1999).

*10.29        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).

*10.30        Amendment and  Restatement  of  Columbus   McKinnon    Corporation
         Non-Qualified  Stock Option Plan  (incorporated by reference to Exhibit
         10.27 to the  Company's  Annual Report on Form 10-K for the fiscal year
         ended March 31, 1999).

*10.31        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).

*10.32        Amendment  No. 1  to the  1998  Plan  Restatement  of the Columbus
         McKinnon  Corporation  Thrift  401(K)  Plan,  dated  December  10, 1998
         (incorporated  by reference to Exhibit  10.29 to the  Company's  Annual
         Report on Form 10-K for the fiscal year ended March 31, 1999).

#*10.33       Amendment  No. 2  to the  1998  Plan  Restatement of  the Columbus
         McKinnon Corporation Thrift 401 (K) Plan, dated June 1, 2000.


                                       55

<PAGE>

*10.34        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).

*10.35        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).

*10.36        Amendment  No. 1  to the  1998  Plan  Restatement  of the Columbus
         McKinnon  Corporation  Monthly  Retirement Benefit Plan, dated December
         10, 1998  (incorporated  by reference to Exhibit 10.32 to the Company's
         Annual Report on Form 10-K for the fiscal year ended March 31, 1999).

*10.37        Amendment  No. 2  to the  1998 Plan  Restatement  of the  Columbus
         McKinnon  Corporation  Monthly  Retirement  Benefit Plan, dated May 26,
         1999  (incorporated  by  reference  to Exhibit  10.33 to the  Company's
         Annual Report on Form 10-K for the fiscal year ended March 31, 1999).

*10.38   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).

*10.39        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  and Neal  Wixson  (incorporated  by
         reference to Exhibit 10.33 to the Company's  Annual Report on Form 10-K
         for the fiscal year ended March, 31, 1998).

10.40         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).

10.41         Agreement and Plan of Merger,  dated as of  February 16, 1999,  by
         and among Columbus McKinnon  Corporation,  GL  International,  Inc. and
         Larco Industrial Services,  Ltd.  (incorporated by reference to Exhibit
         10.37 to the  Company's  Annual Report on Form 10-K for the fiscal year
         ended March 31, 1999).

10.42         Columbus McKinnon  Corporation - GL International  Inc. 1997 Stock
         Option  Plan  (incorporated  by  reference  to  Exhibit  10.38  to  the
         Company's  Annual  Report on Form 10-K for the fiscal  year ended March
         31, 1999).

10.43         Columbus McKinnon  Corporation - Larco Industrial  services,  Ltd.
         1997 Stock Option Plan  (incorporated  by reference to Exhibit 10.39 to
         the  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
         March 31, 1999).

#*10.44       Form of Stay Agreement  as entered into between Columbus  McKinnon
         Corporation and each of Timothy T. Tevens,  Robert L. Montgomery,  Jr.,
         Ned T. Librock, Karen L. Howard, and Joseph J. Owen.


                                       56

<PAGE>

 #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, 2000.


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

(b)      Reports on Form 8-K:

         During the fourth  quarter of fiscal 2000, the Company did not file any
         Current Reports on Form 8-K.

































                                       57
<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, 2000.

                                      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       June 29, 2000
---------------------
    Timothy T. Tevens              Officer and Director
                                  (Principal Executive Officer)

/s/ Robert L. Montgomery, Jr.   Executive Vice President,        June 29, 2000
-----------------------------
    Robert L. Montgomery, Jr.      Chief Financial Officer
                                   and Director (Principal
                                   Financial Officer and
                                   Principal Accounting Officer)

/s/ Herbert P. Ladds, Jr.       Chairman of the Board            June 29, 2000
-------------------------
    Herbert P. Ladds, Jr.           of Directors

/s/ Randolph A. Marks           Director                         June 29, 2000
---------------------
    Randolph A. Marks

/s/ L. David Black              Director                         June 29, 2000
------------------
    L. David Black

/s/ Carlos Pascual              Director                         June 29, 2000
------------------
    Carlos Pascual

/s/ Richard H. Fleming          Director                         June 29, 2000
----------------------
    Richard H. Fleming



                                       58