<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

  For the quarterly period ended March 31, 2001

                                       OR

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

   For the transition period from              to

                       Commission file number: 333-64993

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

                           ANTHONY CRANE RENTAL, L.P.
             (Exact Name of Registrant as Specified in Its Charter)
                      Doing Business as Maxim Crane Works

              Pennsylvania                             25-1739175
    (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)               Identification No.)

                              800 Waterfront Drive
                              Pittsburgh, PA 15222
                    (Address of Principal Executive Offices)

                                 (412) 320-4900
              (Registrant's Telephone Number, Including Area Code)

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

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

   Indicate by check mark whether the registrant: (1) has filed all reports
required 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 [_]

   Aggregate market value of voting partnership interests held by non-
affiliates as of May 9, 2001: not applicable.

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

   Number of common partnership interests outstanding as of May 9, 2001: 100

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                         QUARTERLY REPORT ON FORM 10-Q
                 For the Quarterly Period Ended March 31, 2001

                               TABLE OF CONTENTS

                                     Part I

<TABLE>
 <C>    <S>                                                                <C>
 ITEM 1 Index to Condensed Consolidated Financial Statements.............    2

 ITEM 2 Management's Discussion and Analysis of Financial Condition and
        Results of Operations............................................   13

                                    Part II

 ITEM 1 Legal Proceedings................................................   16

 ITEM 2 Changes in Securities............................................    *

 ITEM 3 Defaults Upon Senior Securities..................................    *

 ITEM 4 Submission of Matters to a Vote of Security Holders..............    *

 ITEM 5 Other Information................................................    *

 ITEM 6 Exhibits and Reports on Form 8-K.................................   16

        Signatures.......................................................   17
</TABLE>
--------
*  Item not applicable to the Registration for this filing on Form 10-Q.

   Unless otherwise indicated, the terms "Anthony Crane Rental", "ACR", "Maxim"
and "the Company" refer collectively to Anthony Crane Rental, L.P., and its
subsidiaries.

   Certain statements contained in this report are forward-looking in nature.
These statements are generally identified by the inclusion of phrases such as
"the Company expects", "the Company anticipates", "the Company believes", "the
Company estimates", and other phrases of similar meaning. Whether such
statements ultimately prove to be accurate depends upon a variety of factors
that may affect the business and operations of the Company.

                                       1
<PAGE>

                                     PART I

ITEM 1.

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Condensed Consolidated Balance Sheets as of March 31, 2001 (Unaudited)
 and December 31, 2000...................................................   3

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

Condensed Consolidated Statements of Cash Flows for the Three Months
 Ended March 31, 2001 and 2000 (Unaudited)...............................   5

Notes to Condensed Consolidated Financial Statements.....................   6
</TABLE>

                                       2
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                        March 31,  December 31,
                                                          2001         2000
                                                       ----------- ------------
                                                       (Unaudited)
<S>                                                    <C>         <C>
ASSETS
Current assets:
  Cash and cash equivalents...........................  $  2,786     $ 13,135
  Trade accounts receivable, net of allowance for
   doubtful
   accounts of $3,500 and $3,960, respectively........    80,119       72,317
  Other receivables...................................     3,856        3,757
  Prepaid expenses and deposits.......................     8,204        5,873
                                                        --------     --------
    Total current assets..............................    94,965       95,082
  Rental equipment, net...............................   511,257      511,141
  Property and equipment, net.........................    70,481       71,043
  Intangible assets, net..............................    82,963       84,451
  Debt issuance costs, net............................    21,715       22,934
  Investment in joint venture.........................     5,455        5,108
  Other assets........................................       667          683
                                                        --------     --------
    Total assets......................................  $787,503     $790,442
                                                        ========     ========
LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
  Book Overdraft......................................  $  3,265     $     --
  Accounts payable--trade.............................    12,098       23,304
  Accrued interest....................................     9,567       15,130
  Accrued wages and employee benefits.................     7,983        7,557
  Accrued taxes, other than income taxes..............     2,191        2,444
  Other accrued liabilities...........................     5,270        5,773
  Current portion of long-term debt (Note 4)..........     2,634        2,500
  Current portion of capital lease obligations (Note
   5) ................................................       679          679
                                                        --------     --------
    Total current liabilities.........................    43,687       57,387
Long term debt, less current portion (Note 4).........   747,592      729,250
Long-term obligation under capital leases (Note 5)....     2,940        3,217
Note payable to Bain..................................       585          576
Other non-current liabilities.........................     4,170        4,216
                                                        --------     --------
    Total liabilities.................................   798,974      794,646
                                                        --------     --------
Partners' deficit:
  Holding capital.....................................    (9,151)      (2,762)
  Partners' receivable................................    (2,383)      (1,514)
  Accumulated other comprehensive income..............        63           72
                                                        --------     --------
    Total partners' deficit...........................   (11,471)      (4,204)
                                                        --------     --------
Total liabilities and partners' deficit...............  $787,503     $790,442
                                                        ========     ========
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       3
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                               Three Months
                                                                  Ended
                                                                March 31,
                                                             -----------------
                                                               2001     2000
                                                             --------  -------
                                                               (Unaudited)
<S>                                                          <C>       <C>
Revenues:
  Equipment rentals......................................... $103,972  $85,471
  Equipment sales...........................................    9,710   12,114
                                                             --------  -------
    Total revenues..........................................  113,682   97,585
                                                             --------  -------
Cost of revenues:
  Cost of equipment rentals.................................   70,966   54,909
  Cost of equipment sales...................................    9,079   10,177
                                                             --------  -------
    Total cost of revenues..................................   80,045   65,086
                                                             --------  -------
Gross profit................................................   33,637   32,499
Selling, general and administrative expenses................   21,525   19,344
                                                             --------  -------
Income from operations......................................   12,112   13,155
Interest expense............................................   18,649   17,370
Other (income) expense, net.................................     (148)      55
                                                             --------  -------
Loss before taxes...........................................   (6,389)  (4,270)
                                                             --------  -------
Provision for state taxes...................................       --      100
                                                             --------  -------
Net loss.................................................... $ (6,389) $(4,370)
                                                             ========  =======
</TABLE>


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       4
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                              Three Months
                                                                  Ended
                                                                March 31,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Net cash used in operating activities...................... $(12,450) $ (9,392)
                                                            --------  --------
Cash flows from investing activities:
  Cash paid for business acquisitions, net of cash
   acquired................................................       --   (11,293)
  Proceeds from sale of fixed assets, including rental
   equipment...............................................    6,228     7,012
  Capital expenditures.....................................  (24,043)   (6,128)
  Purchase of intangibles..................................     (642)     (627)
  Other....................................................       17      (255)
                                                            --------  --------
    Net cash used in investing activities..................  (18,440)  (11,291)
                                                            --------  --------
Cash flows from financing activities:
  Change in book overdraft.................................    3,265    (2,059)
  Proceeds from borrowings of debt.........................   26,601    25,000
  Payments on debt.........................................   (8,125)   (7,251)
  Payments under capital leases............................     (277)     (108)
  Loans to partners........................................     (923)       --
                                                            --------  --------
    Net cash provided by financing activities..............   20,541    15,582
                                                            --------  --------
Net decrease in cash and cash equivalents..................  (10,349)   (5,101)
Cash and cash equivalents, beginning of period.............   13,135     8,980
                                                            --------  --------
Cash and cash equivalents, end of period................... $  2,786  $  3,879
                                                            ========  ========
Noncash investing and financing activities:
  Expenditures for rental equipment purchases included in
   accounts payable........................................ $  2,538  $  9,450
                                                            ========  ========
  Noncash rental equipment transfers....................... $     --  $  1,568
                                                            ========  ========
</TABLE>



   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       5
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 (In thousands)


1. Description of Business

   Anthony Crane Rental, L.P. (the "Partnership"), and its subsidiaries, doing
business as Maxim Crane Works ("Maxim"), are engaged in the rental of cranes
and other heavy equipment primarily for industrial maintenance and construction
to a variety of companies in the petrochemical, paper, steel, power generation,
telecommunication, mining and multiple other industries. The Partnership
provides twenty-four hour service, seven days a week to customers principally
in the United States. The Partnership also sells new and used equipment to
commercial construction, industrial and residential users.

2. Basis of Presentation

   The unaudited condensed consolidated financial statements include the
accounts of the Partnership and all of its subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

   The accompanying unaudited condensed consolidated financial statements of
Anthony Crane Rental, L.P. ("the Partnership") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. During interim periods, the Partnership follows the accounting
policies set forth in its annual report on Form 10-K filed with the Securities
and Exchange Commission. Users of financial information produced for interim
periods are encouraged to refer to the footnotes contained in the Form 10-K
when reviewing interim financial results.

   In the opinion of management, all adjustments which are of a normal and
recurring nature necessary for a fair presentation of the results of operations
of these interim periods have been included. The net loss for the quarter ended
March 31, 2001 is not necessarily indicative of the results to be expected for
the full fiscal year. The management discussion and analysis, which follows
these notes, contains additional information on the results of operations and
financial position of the Company. Those comments should be read in conjunction
with these financial statements.

3. Cash Flow Statement

   Supplemental cash flow information with respect to acquisitions was as
follows for the three months ended March 31:

Details of Acquisitions:

<TABLE>
<CAPTION>
                                                                 2001    2000
                                                                ------  -------
   <S>                                                          <C>     <C>
   Fair value of assets acquired, net of cash acquired......... $   --  $16,702
   Fair value of liabilities assumed...........................     --   (5,409)
                                                                ------  -------
   Cash paid for acquisitions.................................. $   --  $11,293
                                                                ======  =======
</TABLE>

                                       6
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


4. Long-Term Debt

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                          March 31, December 31,
                                                            2001        2000
                                                          --------- ------------
   <S>                                                    <C>       <C>
   10 3/8% Company Senior Notes, due 2008 (A)............ $155,000    $155,000
   Senior Credit Facility of the Company (B)
     Revolving Credit Facility...........................  298,000     280,500
     Term Loan...........................................   50,000      50,000
     First Priority Term Loan............................  245,625     246,250
   Equipment Note Payable (C)............................    1,601          --
                                                          --------    --------
                                                           750,226    $731,750
   Less current portion of long-term debt................    2,634       2,500
                                                          --------    --------
                                                          $747,592    $729,250
                                                          ========    ========
</TABLE>
--------

(A)  The Senior Notes of $155 million were issued in connection with the
     Company's recapitalization on July 22, 1998, and will mature on August 1,
     2008. Interest on the Senior Notes accrues at the rate of 10 3/8% per
     annum from the issue date and is payable semi-annually.

  The Senior Notes are not redeemable prior to August 1, 2003. Thereafter,
  the Senior Notes may be redeemed at any time at the option of the Company
  at premium percentages ranging between approximately 105% and 102% (based
  on the year of redemption) if redeemed after August 1, 2003, but before
  August 1, 2006. Subsequent to August 1, 2006, the Senior Notes may be
  redeemed at no premium to the Company. Notwithstanding the foregoing, at
  any time prior to August 1, 2001, the Company may on any one or more
  occasions redeem a total of up to 35% of the aggregate principal amount of
  the Senior Notes originally issued under the Senior Note Indenture at a
  redemption price of approximately 110 3/8% of the principal if that
  redemption is paid for with the proceeds of an equity offering.

  The Senior Note Indenture contains certain restrictive covenants that
  limit, among other things, the ability of the Company to make
  distributions, incur additional indebtedness, consolidate or sell
  substantially all of its assets, and enter into transactions with related
  parties.

(B)  The Senior Credit Facilities consist of a $425.0 million six-year non-
     amortizing Revolving Credit Facility, a $50.0 million eight-year non-
     amortizing Term Loan and a $250.0 million seven year First Priority Term
     Loan. The Revolving Credit Facility is available on a revolving basis
     subject to a borrowing base during the period commencing on the date of
     the Closing of the recapitalization transaction (July 22, 1998) and ending
     on the date that is six years after the date of the Closing. At the
     Company's option, loans made under the Revolving Credit Facility bear
     interest at either (i) the Base Rate (defined as the highest of the rate
     of interest announced publicly by Fleet National Bank from time to time as
     its prime rate or the Federal funds effective rate from time to time plus
     0.50%) plus a margin of 1.5%, subject to adjustment based on a leverage
     test, or (ii) the reserve-adjusted London Interbank Offered Rate ("LIBOR")
     plus a margin of 2.5%, subject to adjustment based on a leverage test. The
     Term Loan bears interest, at the Company's option, at either (i) the Base
     Rate plus a margin of 2.50%, or (ii) the reserve-adjusted LIBOR Rate plus
     a margin of 3.50%. The First Priority Term Loan bears interest, at the
     Company's option, at either (i) the Base Rate plus a margin of 2.25%,
     subject to adjustment based on a leverage test, or (ii) the reserve-
     adjusted LIBOR Rate plus a margin of 3.25%, subject to adjustment based on
     a leverage test.


                                       7
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)

4. Long-Term Debt (continued)

     Revolving loans may be borrowed, repaid and reborrowed from time to time
     until six years after the closing of the Senior Credit Facilities. The Term
     Loan may be repaid at any time but is subject to certain call protections
     and must be repaid in full eight years after the closing of the Senior
     Credit Facilities. The First Priority Term Loans will be amortized equal to
     1% of the aggregate principal amount thereof with the unpaid balance
     thereof payable in full on July 20, 2006.

     The Revolving Credit Facility and First Priority Term Loans are secured by
     a first-priority perfected lien, and the Term Loan is secured by a second-
     priority perfected lien, on all partnership interests of the Company and
     all property and assets (tangible and intangible) of the Company and each
     of its material subsidiaries, including, without limitation, all
     intercompany indebtedness, and all capital stock (or similar equity
     interests owned by the Company) of each of the Company's direct and
     indirect material subsidiaries, whenever acquired and wherever located;
     provided, however, that no more than 65% of the capital stock or similar
     equity interests of non-U.S. subsidiaries, if any, will be required to be
     pledged as security in the event that a pledge of a greater percentage
     would result in increased tax or similar liabilities for the Company and
     its subsidiaries on a consolidated basis or would violate applicable law.

     The Senior Credit Facilities provide for mandatory repayments, subject to
     certain exceptions, of the Revolving Credit Facility and the Term Loan
     based on certain net asset sales outside the ordinary course of business of
     the Company and its subsidiaries and the net proceeds of certain debt and
     equity issuances. Outstanding loans under the Revolving Credit Facility and
     the Term Loan (subject to certain call provisions) are voluntarily pre-
     payable without penalty; provided, however, that LIBOR breakage costs, if
     any, shall be borne by the Company. The Senior Credit Facilities contains
     certain restrictive covenants; the most restrictive of which include
     financial ratios.

     The obligations of the Company under the Senior Notes and Senior Credit
     Facilities are guaranteed on a full, unconditional joint and several basis,
     by all material existing, direct and indirect domestic subsidiaries of the
     Company and will be guaranteed by all material future, direct and indirect
     domestic and foreign subsidiaries of the Company.

(C)  The Equipment Note Payable consists of a promissory note in the amount of
     $1,601 with a fixed interest rate of 8.54%. Principal and interest are
     payable in monthly installments through February 2008. These borrowings
     are collateralized by a security interest in the equipment purchased with
     the proceeds.

   The aggregate principal debt maturities of long-term debt for the next five
years are as follows:

<TABLE>
   <S>                                                                  <C>
   2001................................................................ $  2,634
   2002................................................................    2,689
   2003................................................................    2,705
   2004................................................................  300,724
   2005................................................................  235,869
   Thereafter..........................................................  205,605
                                                                        --------
                                                                        $750,226
                                                                        ========
</TABLE>

                                       8
<PAGE>

                          ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                (In thousands)

5. Lease Commitments

   In connection with acquisitions completed in 2000 and 1999, the Partnership
assumed certain obligations related to capital leases.

   The following is a schedule of future minimum lease payments under the
capital lease agreements together with the present value of the net minimum
lease payments as of March 31, 2001:

<TABLE>
<CAPTION>
Year ending December 31:
------------------------
<S>                                                                      <C>
2001.................................................................... $  590
2002....................................................................    823
2003....................................................................    785
2004....................................................................    892
2005....................................................................    240
Thereafter..............................................................  1,125
                                                                         ------
Total minimum lease payments............................................  4,455
Less amount representing interest.......................................    836
                                                                         ------
Present value of minimum lease payments.................................  3,619
Less current portion....................................................    679
                                                                         ------
                                                                         $2,940
                                                                         ======
</TABLE>

   Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $3,974 and $524, respectively, at March 31,
2001 and $4,266 and $455, respectively, at December 31, 2000.

6. Contingencies

   The Company is a party to a number of lawsuits and claims arising out of
the ordinary course of business.

   While the Company cannot predict the outcome of these matters, in the
opinion of management upon advice of counsel, any liability resulting
thereunder will not have a material adverse effect on the Company's business
or financial condition, after giving effect to provisions already recorded.
However, there can be no assurance that an adverse outcome in one or more of
these matters will not be material to results of operations in any one period.
Additionally, certain of these matters are covered by the indemnity from the
partners prior to the Company's recapitalization on July 22, 1998.

   The Company has received a proposed assessment from a state taxing
authority in the amount of $2.4 million, including interest and penalties of
$0.5 million and $0.2 million, respectively, as a result of a state sales and
use tax audit. The Company has recorded a liability of approximately $1.2
million, $0.8 million of which has been capitalized to rental equipment, as
management believes the assessment contains certain errors. The liability
recorded represents management's best estimate of the ultimate liability.
Management is presently reviewing the assessment with the respective state
taxing authority.

7. Subsidiary Guarantors

   All of the Company's subsidiaries are wholly owned and all of the
outstanding debt under the Company's Senior Notes and Senior Credit Facility
are guaranteed on a full, unconditional and joint and several basis by all of
these subsidiaries (the "Guarantor Subsidiaries"). The following summarized
financial information presents the financial position for the Company and
Guarantor Subsidiaries as of March 31, 2001 and December 31, 2000 and the
results of operations and cash flows for the three-month periods ended March
31, 2001 and 2000. Separate financial statements of the Guarantor Subsidiaries
have not been presented because management believes they are not material to
investors.

                                       9
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


7. Subsidiary Guarantors (continued)

   Effective December 31, 2000, Carlisle Equipment Group, L.P. and Carlisle
G.P., L.L.C. (collectively referred to as "Carlisle"), a wholy-owned subsidiary
of the Company entered into a Deed of Distribution and Assumption of
Liabilities, distributing all of its assets to the Company. Accordingly,
Carlisle will no longer be a separate subsidiary of the Company.

   The following table summarizes the financial position, results of operations
and cash flows for Holdings, the Company and its guarantor subsidiaries as of
and for the three months ended March 31, 2001:

<TABLE>
<CAPTION>
                                                March 31, 2001
                               --------------------------------------------------
                                              Other
                               Operating    Guarantor   Intercompany
                                Company    Subsidiaries Eliminations Consolidated
                               ---------  ------------- ------------ ------------
                                                  (Unaudited)
<S>                            <C>        <C>           <C>          <C>
BALANCE SHEET
Assets:
Total current assets.........  $ 91,402      $ 6,547      $ (2,984)    $ 94,965
Investment in subsidiaries...    20,408           --       (20,408)          --
Rental equipment, net of
 accumulated depreciation....   494,958       16,299            --      511,257
Property and equipment, net
 of accumulated
 depreciation................    69,498          983            --       70,481
Other assets.................   110,788           12            --      110,800
                               --------      -------      --------     --------
 Total assets................  $787,054      $23,841      $(23,392)    $787,503
                               ========      =======      ========     ========
Liabilities and partners'
 capital (deficit):
Total current liabilities....  $ 43,238      $ 3,433      $ (2,984)    $ 43,687
Long term debt, less current
 portion.....................   747,592           --            --      747,592
Other non-current
 liabilities.................     7,695           --            --        7,695
                               --------      -------      --------     --------
 Total liabilities...........   798,525        3,433        (2,984)     798,974
Partners' capital (deficit)..   (11,471)      20,408       (20,408)     (11,471)
                               --------      -------      --------     --------
 Total liabilities and
  partners' capital
  (deficit)..................  $787,054      $23,841      $(23,392)    $787,503
                               ========      =======      ========     ========
STATEMENTS OF OPERATIONS
Total revenues...............  $106,547      $ 7,135      $     --     $113,682
                               --------      -------      --------     --------
Total cost of revenues.......    76,868        3,177            --       80,045
Selling, general and
 administrative..............    20,949          576            --       21,525
                               --------      -------      --------     --------
Income from operations.......     8,730        3,382            --       12,112
Interest expense and other
 (income) expense, net.......    18,501           --            --       18,501
                               --------      -------      --------     --------
(Loss) income before taxes...    (9,771)       3,382            --       (6,389)
Provision for state taxes....        --           --            --           --
                               --------      -------      --------     --------
Net (loss) income............  $ (9,771)     $ 3,382      $     --     $ (6,389)
                               ========      =======      ========     ========
STATEMENTS OF CASH FLOWS
Net cash (used in) provided
 by operating activities.....  $(13,794)     $ 1,344      $     --     $(12,450)
                               --------      -------      --------     --------
Net cash used in investing
 activities..................  $(16,347)     $(2,093)     $     --     $(18,440)
                               --------      -------      --------     --------
Net cash provided by
 financing activities........  $ 20,541      $    --      $     --     $ 20,541
                               --------      -------      --------     --------
</TABLE>



                                       10
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)

7. Subsidiary Guarantors (continued)

   The following table summarizes the financial position for the Company and
its guarantor subsidiaries as of December 31, 2000, and results of operations
and cash flows for the three months ended March 31, 2000.

<TABLE>
<CAPTION>
                                              December 31, 2000
                          ------------------------------------------------------------
                                                   Other
                          Operating              Guarantor   Intercompany
                           Company   Carlisle   Subsidiaries Eliminations Consolidated
                          ---------  --------  ------------- ------------ ------------
<S>                       <C>        <C>       <C>           <C>          <C>
BALANCE SHEET
Assets:
Total current assets....  $ 93,171   $    --      $ 4,843      $ (2,932)    $ 95,082
Investment in
 subsidiaries...........    17,026        --           --       (17,026)          --
Rental equipment, net of
 accumulated
 depreciation...........   496,121        --       15,020            --      511,141
Property and equipment,
 net of accumulated
 depreciation...........    70,049        --          994            --       71,043
Other assets............   113,153        --           23            --      113,176
                          --------   -------      -------      --------     --------
 Total assets...........  $789,520   $    --      $20,880      $(19,958)    $790,442
                          ========   =======      =======      ========     ========
Liabilities and
 partners' capital
 (deficit):
Total current
 liabilities............  $ 56,465   $    --      $ 3,854      $ (2,932)    $ 57,387
Long term debt, less
 current portion........   729,250        --           --            --      729,250
Other non-current
 liabilities............     8,009        --           --            --        8,009
                          --------   -------      -------      --------     --------
 Total liabilities......   793,724        --        3,854        (2,932)     794,646
Partners' capital
 (deficit)..............    (4,204)       --       17,026       (17,026)      (4,204)
                          --------   -------      -------      --------     --------
 Total liabilities and
  partners' capital
  (deficit).............  $789,520   $    --      $20,880      $(19,958)    $790,442
                          ========   =======      =======      ========     ========
<CAPTION>
                                                March 31, 2000
                          ------------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>           <C>          <C>
STATEMENT OF OPERATIONS
Total revenues..........  $ 69,786   $27,098      $ 3,146      $ (2,445)    $ 97,585
                          --------   -------      -------      --------     --------
Total cost of revenues..    46,273    19,834        1,424        (2,445)      65,086
Selling, general and
 administrative.........    14,757     4,367          220            --       19,344
                          --------   -------      -------      --------     --------
Income from operations..     8,756     2,897        1,502            --       13,155
Interest expense and
 other (income) expense,
 net....................    11,799     5,177          449            --       17,425
                          --------   -------      -------      --------     --------
(Loss) income before
 taxes..................    (3,043)   (2,280)       1,053            --       (4,270)
Provision for state
 taxes..................       100        --           --            --          100
                          --------   -------      -------      --------     --------
Net (loss) income.......  $ (3,143)  $(2,280)     $ 1,053      $     --     $ (4,370)
                          ========   =======      =======      ========     ========

<CAPTION>
                                                March 31, 2000
                          ------------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>           <C>          <C>
STATEMENT OF CASH FLOWS
Net cash (used in)
 provided by operating
 activities.............  $ (9,964)  $ 1,090      $ 1,426      $ (1,944)    $ (9,392)
                          --------   -------      -------      --------     --------
Net cash used in
 investing activities...  $(10,627)  $(1,113)     $(1,495)     $  1,944     $(11,291)
                          --------   -------      -------      --------     --------
Net cash provided by
 (used in) financing
 activities.............  $ 15,599   $   (17)     $    --      $     --     $ 15,582
                          --------   -------      -------      --------     --------
</TABLE>


                                       11
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


8. Operating Segment Information

   The Company identifies and manages its business as two operating segments,
equipment rentals and equipment sales.

   The equipment rentals segment is engaged in the rental of cranes and other
heavy equipment primarily for industrial maintenance and construction to a
variety of companies in the petrochemical, paper, steel, power generation,
telecommunication, mining and multiple other industries, throughout the United
States. The equipment sales segment sells new and used equipment to commercial
construction, industrial and residential users.

   The accounting policies of the segments are the same as those of the
Company. The Company evaluates the performance of its segments and allocates
resources to them based on earnings before interest, taxes, depreciation and
amortization (EBITDA), (as defined to exclude net gains on sales of used
equipment).

   The Company does not maintain information about assets for its reportable
segments. Accordingly, the items specified in Paragraph 28 of FAS 131 are not
applicable.

   The table below presents information about reported segments for the three
months ended March 31, 2001 and 2000.


<TABLE>
<CAPTION>
                                                    Equipment Equipment
                                                     Rentals    Sales    Total
                                                    --------- --------- --------
                                                            (Unaudited)
<S>                                                 <C>       <C>       <C>
Three months ended,
 March 31, 2001:
  Revenues......................................... $103,972   $ 9,710  $113,682
  EBITDA........................................... $ 29,245   $  (165) $ 29,080
 March 31, 2000:
  Revenues......................................... $ 85,471   $12,114  $ 97,585
  EBITDA........................................... $ 26,441   $   307  $ 26,748
</TABLE>

                                       12
<PAGE>

ITEM 2.

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

Results of Operations

Three Months Ended March 31, 2001 Compared to the Three Months Ended March 31,
2000

   Equipment Rental Revenues: Revenues from equipment rentals increased $18.5
million, or 21.6% to $104.0 million for the quarter ended March 31, 2001, as
compared to $85.5 million for the same period in the prior year. This increase
is primarily the result of incremental revenues generated by the acquisitions
completed in 2000, as well as internal growth from the Company's existing yards
and new yards opened during the year. Management has continued to note
increased revenues generated from the Company's petrochemical customers.

   Equipment Sales: Revenues from equipment sales decreased $2.4 million, or
19.8% to $9.7 million for the quarter ended March 31, 2001, as compared to
$12.1 million for the same period in the prior year. Management has noted a
decrease in activity in sales of new equipment as well as softer pricing.

   Total Revenues: Based on the foregoing, total revenues increased $16.1
million, or 16.5%, to $113.7 million for the quarter ended March 31, 2001, as
compared to $97.6 million for the same period in the prior year.

   Gross Profit: Gross profit from equipment rentals increased $2.4 million, or
7.8%, to $33.0 million for the quarter ended March 31, 2001, as compared to
$30.6 million for the same period in the prior year. As a percent of equipment
rental revenues, gross profit from equipment rentals decreased to 31.7% for the
quarter ended March 31, 2001, as compared to 35.8% for the same period in the
prior year. This decrease in gross profit margin percentage is primarily the
result of an increased percentage of operated and maintained rentals in
relation to total rentals. Operated and maintained rentals have variable labor
costs and, accordingly, lower gross profit margins. Additionally, the gross
profit margin percentage decreased due to an increase in depreciation expense
on rental assets resulting from the acquisitions completed in 2000 and the
Company's continued investment in rental equipment.

   Gross profit from equipment sales decreased $1.3 million, or 67.4% to $.6
million for the quarter ended March 31, 2001, as compared to $1.9 million for
the same period in the prior year. As a percent of equipment sales revenues,
gross profit from equipment sales decreased to 6.5% for the quarter ended March
31, 2001, as compared to 16.0% for the same period in the prior year. This
decrease reflects lower sales prices generated from equipment sales during the
quarter. This decrease in price is attributable to the age and type of
equipment being sold under the Company's fleet management program, as well as
market conditions.

   Based on the foregoing, total gross profit increased $1.1 million, or 3.3%,
to $33.6 million for the quarter ended March 31, 2001, as compared to $32.5
million for the same period in the prior year.

   Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $2.2 million, or 11.3%, to $21.5 million for
the quarter ended March 31, 2001, as compared to $19.3 million for the same
period in the prior year. This increase is primarily the result of an increase
in employee related costs, depreciation expense on non-rental assets and
amortization expense resulting from the acquisitions completed in 2000, as well
as internal growth. As a percent of total revenues, selling, general and
administrative expenses decreased to 18.9% for the quarter ended March 31,
2001, as compared to 19.8% for the same period in the prior year.

   Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) increased $2.3
million, or 8.7%, to $29.1 million for the quarter ended March 31, 2001, as
compared to $26.7 million for the same period in the prior year. EBITDA from
equipment

                                       13
<PAGE>

rentals (as further defined to exclude gains on the sale of new equipment)
increased $3.6 million, or 14.4%, to $28.5 million for the quarter ended March
31, 2001, as compared to $24.9 million for the same period in the prior year.
As a percent of rental revenues, EBITDA from rental operations decreased to
27.4% for the quarter ended March 31, 2001 as compared to 29.1% for the same
period in the prior year. This decrease is due to the factors discussed above.

   Interest Expense: Interest expense increased $1.3 million, or 7.3%, to $18.6
million for the quarter ended March 31, 2001, as compared to $17.4 million for
the same period in the prior year. This increase reflects the higher level of
borrowings outstanding attributable to the acquisitions completed in 2000 as
well as the Company's continued investment in rental equipment.

   Net Loss: Net loss increased $2.0 million, or 46.2%, to $6.4 million for the
quarter ended March 31, 2001, as compared to $4.4 million for the same period
in the prior year, as a result of the factors discussed above.

 Liquidity and Capital Resources

   Net cash used in operating activities for the quarter ended March 31, 2001
increased by $3.1 million to $12.5 million from a use of cash of $9.4 million
for the quarter ended March 31, 2000. This increase was primarily the result of
a increase in net loss as well as an increase in accounts receivable and a
decrease in accounts payable and accrued liabilities.

   During the quarters ended March 31, 2001 and 2000, the Company's principal
use of cash for investing activities was for capital expenditures, including
expenditures for rental equipment. Total gross capital expenditures for these
periods were $24.0 million and $6.1 million, respectively. Included in these
totals were expenditures for rental equipment totaling $22.1 million and $4.8
million, respectively. These expenditures were made to increase the Company's
total investment in the rental fleet and to replace sold used rental equipment.
Proceeds from the sale of assets totaled $6.2 million and $7.0 million for the
three months ended March 31, 2001 and 2000, respectively. In addition, the
Company used $11.3 million during the quarter ended March 31, 2000 in the
purchase of various businesses.

   Net cash provided by financing activities during the quarter ended March 31,
2001 was $20.5 million, an increase of 31.8% compared to $15.6 million for the
quarter ended March 31, 2000. The increase in net cash provided by financing
activities was due to an increase in net borrowings to fund capital
expenditures and working capital.

   The Company has no long-term minimum purchase commitments for rental
equipment. In the quarters ended March 31, 2001 and 2000, the Company incurred
funding requirements of approximately $.8 million related to a sale/leaseback
transaction entered into in December 1996. This transaction will require annual
payments of approximately $3.1 million through January 2004.

   In connection with the Company's recapitalization on July 22, 1998, the
Company and Holdings incurred significant amounts of debt with interest and
principal payments on the Discount Debentures, the Senior Notes and under the
Senior Credit Facilities representing significant obligations of the Company
and Holdings. Holdings' operations are conducted through its subsidiaries and
Holdings is, therefore, dependent upon the cash flow of its subsidiaries,
including the Company, to meet its debt service obligations. The Company's
liquidity needs relate to working capital, debt service, capital expenditures
and potential acquisitions.

   The Company intends to fund its working capital, capital expenditures,
acquisitions and debt service requirements through cash flows generated from
operations and borrowings under the Senior Credit Facilities. The Senior Credit
Facilities consist of a $425.0 million, non-amortizing Revolving Credit
Facility of which a net amount of $298.0 million was drawn at March 31, 2001, a
$50.0 million non-amortizing Term Loan and a $250.0 million First Priority Term
Loan. Amounts under the Revolving Credit Facility will be available on a
revolving basis during the period commencing on July 22, 1998 (the date of the
closing) and ending on the sixth anniversary of the closing. As of March 31,
2001, based on the Company's borrowing base as determined in the Senior Credit
Facility, the Company's remaining availability on the revolving facility was
$25.3 million.


                                       14
<PAGE>

   The Senior Credit Facilities, the Senior Notes and the Discount Debentures
contain certain covenants that limit, among other things, the ability of the
Company and Holdings to: (i) make distributions, redeem partnership interests
or make certain other restricted payments or investments other than
distributions to pay taxes; (ii) incur additional indebtedness or issue
preferred equity interests; (iii) merge, consolidate or sell all or
substantially all of its assets; (iv) create liens on assets; and (v) enter
into certain transactions with affiliates or related persons. In addition, the
Senior Credit Facilities require the Company to maintain specific financial
ratios and tests, among other obligations, including a minimum interest
coverage ratio. At March 31, 2001, the Company was in full compliance with the
financial covenants, including with respect to the minimum interest coverage
ratio.

 Forward Looking Statements

   This report may contain forward-looking statements that are based on current
expectations, estimates and projections about the industries in which the
Company operates, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes",
"estimates" and variations of such words and similar expressions are intended
to identify such forward-looking statements. These statements constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, and are subject to the safe harbor created thereby.
These statements are based on a number of assumptions that could ultimately
prove inaccurate and, therefore, there can be no assurance that such statements
will prove to be accurate. Factors which could affect actual future results
include the developments relating to the state and local sales and use tax
audit and other claims related to investigations or lawsuits. Such factors also
include the possibility that increased demand or prices for the Company's
services may not occur or continue, changing economic and competitive
conditions, technological risks and other risks, changing governmental
regulations (including environmental rules and regulations) and other risks and
uncertainties, including those detailed in the Company's filings with the
Securities and Exchange Commission. The Company does not undertake to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.

                                       15
<PAGE>

                                    PART II

ITEM 1. Legal Proceedings

   The Company is a party to a number of lawsuits and claims arising out of
the ordinary course of business.

   The Company is currently under audit for certain state sales and use tax
liabilities and has received a proposed assessment from a state taxing
authority in the amount of $2.4 million. The Company has recorded a liability
of approximately $1.2 million, $0.8 million of which has been capitalized to
rental equipment, as management believes the assessment contains certain
errors. The liability recorded represents management's best estimate of the
ultimate liability. Management is presently reviewing its liability with the
respective state taxing authority.

ITEM 6. Exhibits and Reports on Form 8-K

A. INDEX TO EXHIBITS

   None

B. REPORTS ON FORM 8-K

   None


                                      16
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pittsburgh, State of Pennsylvania, on May 9, 2001.

                                          Anthony Crane Rental, L.P.

                                          By:  /s/ Jeffrey J. Fenton
                                             ----------------------------------
                                              Jeffrey J. Fenton
                                              Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
May 9, 2001.

                                          By:  /s/ William F. Fabrizio
                                             ----------------------------------
                                              William F. Fabrizio
                                              Chief Financial Officer

                                       17