<PAGE>

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                       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 June 30, 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:

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

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

              Pennsylvania                             25-1739175
                                          (I.R.S. Employer Identification No.)
     (State or other jurisdictionof
     incorporation or organization)

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

                                 (412) 320-4900
               Registrants 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 August 8, 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 registrants 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 August 8, 2001: 100

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

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

                           ANTHONY CRANE RENTAL, L.P.

                         QUARTERLY REPORT ON FORM 10-Q
                  For the Quarterly Period Ended June 30, 2001

                               TABLE OF CONTENTS

                                     Part I

<TABLE>
 <C>    <S>                                                                <C>
 ITEM 1 Index to Condensed Consolidated Financial Statements.............    3

        Management's Discussion and Analysis of Financial Condition and
 ITEM 2 Results of Operations............................................   16

                                    Part II

 ITEM 1 Legal Proceedings................................................   20

 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 Index to Exhibits and Reports on Form 8-K........................   20

        Signatures.......................................................   21
</TABLE>
--------
*Item not applicable to the Registrant 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.

                                       2
<PAGE>

                                     PART I

ITEM 1.

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Condensed Consolidated Balance Sheets as of June 30, 2001 (Unaudited) and
 December 31, 2000.......................................................    4

Condensed Consolidated Statements of Operations for the Three Months
 Ended June 30, 2001 and 2000 (Unaudited)................................    5

Condensed Consolidated Statements of Operations for the Six Months Ended
 June 30, 2001 and 2000 (Unaudited)......................................    6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
 June 30, 2001 and 2000 (Unaudited)......................................    7

Notes to Condensed Consolidated Financial Statements.....................    8
</TABLE>

                                       3
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                        June 30,   December 31,
                                                          2000         2000
                                                       ----------- ------------
                                                       (Unaudited)
<S>                                                    <C>         <C>
ASSETS
Current Assets:
  Cash and cash equivalents...........................  $  7,810     $ 13,135
  Trade accounts receivable, net of allowance for
   doubtful accounts of $2,785 and $3,960,
   respectively.......................................    76,274       72,317
  Other receivables...................................     1,754        3,757
  Prepaid expenses and deposits.......................     6,319        5,873
                                                        --------     --------
    Total current assets..............................    92,157       95,082
  Rental equipment, net...............................   509,532      511,141
  Property and equipment, net.........................    65,440       71,043
  Intangible assets, net .............................    80,930       84,451
  Debt issuance costs, net............................    20,497       22,934
  Investment in joint venture.........................     5,501        5,108
  Other assets........................................       678          683
                                                        --------     --------
    Total assets......................................  $774,735     $790,442
                                                        ========     ========
LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
  Accounts payable--trade.............................  $ 19,827     $ 23,304
  Accrued interest....................................    13,727       15,130
  Accrued wages and employee benefits.................     7,091        7,557
  Accrued taxes, other than income taxes .............     2,581        2,444
  Other accrued liabilities...........................     5,221        5,773
  Current portion of long-term debt (Note 4)..........     2,681        2,500
  Current portion of capital lease obligations (Note
   5).................................................       597          679
                                                        --------     --------
    Total current liabilities.........................    51,725       57,387
Long term debt, less current portion (Note 4).........   732,874      729,250
Long-term obligation under capital leases (Note 5)....     2,973        3,217
Note payable to Bain..................................       594          576
Other non-current liabilities.........................     3,619        4,216
                                                        --------     --------
    Total liabilities.................................   791,785      794,646
                                                        --------     --------
Partners' deficit:
  Holding capital.....................................   (14,787)      (2,762)
  Partners' receivable................................    (2,330)      (1,514)
  Accumulated other comprehensive income..............        67           72
                                                        --------     --------
    Total partners' deficit...........................   (17,050)      (4,204)
                                                        --------     --------
Total liabilities and partners' deficit...............  $774,735     $790,442
                                                        ========     ========
</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 OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                           Three Months
                                                          Ended June 30,
                                                         ------------------
                                                           2001      2000
                                                         --------  --------
                                                            (Unaudited)
<S>                                                      <C>       <C>       <C>
Revenues:
  Equipment rentals..................................... $ 98,989  $ 89,265
  Equipment sales.......................................    7,923     9,898
                                                         --------  --------
    Total revenues......................................  106,912    99,163
                                                         --------  --------
Cost of revenues:
  Cost of equipment rentals.............................   67,587    54,720
  Cost of equipment sales...............................    7,582     8,363
                                                         --------  --------
    Total cost of revenues..............................   75,169    63,083
                                                         --------  --------  ---
Gross profit............................................   31,743    36,080
Selling, general and administrative expenses............   20,906    19,241
                                                         --------  --------
Income from operations..................................   10,837    16,839
Interest expense........................................   17,695    18,579
Other (income) expense, net.............................     (972)       59
                                                         --------  --------
Loss before taxes.......................................   (5,886)   (1,799)
                                                         --------  --------
(Benefit) provision for state taxes.....................     (250)      100
                                                         --------  --------
Net loss................................................ $ (5,636) $ (1,899)
                                                         ========  ========
</TABLE>


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

                                       5
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Revenues:
  Equipment rentals........................................ $202,961  $174,736
  Equipment sales..........................................   17,633    22,012
                                                            --------  --------
    Total revenues.........................................  220,594   196,748
                                                            --------  --------
Cost of revenues:
  Cost of equipment rentals................................  138,553   109,629
  Cost of equipment sales..................................   16,661    18,540
                                                            --------  --------
    Total cost of revenues.................................  155,214   128,169
                                                            --------  --------
Gross profit...............................................   65,380    68,579
Selling, general and administrative expenses...............   42,431    38,585
                                                            --------  --------
Income from operations.....................................   22,949    29,994
Interest expense...........................................   36,344    35,949
Other (income) expense, net................................   (1,120)      114
                                                            --------  --------
Loss before taxes..........................................  (12,275)   (6,069)
                                                            --------  --------
(Benefit) provision for state taxes........................     (250)      200
                                                            --------  --------
Net loss................................................... $(12,025) $ (6,269)
                                                            ========  ========
</TABLE>



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

                                       6
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Net cash provided by operating activities.................. $ 14,907  $ 23,660
                                                            --------  --------
Cash flows from investing activities:
  Cash paid for business acquisitions, net of cash
   acquired................................................       --   (20,654)
  Proceeds from sale of fixed assets, including rental
   equipment...............................................   11,196    15,063
  Capital expenditures.....................................  (33,017)  (42,066)
  Purchase of intangibles..................................     (746)   (1,436)
  Other....................................................     (222)      203
                                                            --------  --------
    Net cash used in investing activities..................  (22,789)  (48,890)
                                                            --------  --------
Cash flows from financing activities:
  Change in book overdraft.................................       --    (4,250)
  Proceeds from borrowings on debt ........................   43,601    48,000
  Payments on debt.........................................  (39,796)  (13,875)
  Payments under capital leases............................     (325)     (111)
  Advances to partners.....................................     (923)       --
                                                            --------  --------
    Net cash provided by financing activities..............    2,557    29,764
                                                            --------  --------
Net (decrease) increase in cash and cash equivalents.......   (5,325)    4,534
Cash and cash equivalents, beginning of period.............   13,135     8,980
                                                            --------  --------
Cash and cash equivalents, end of period................... $  7,810  $ 13,514
                                                            ========  ========
Noncash investing and financing activities:
  Expenditures for rental equipment purchases included in
   accounts payable........................................ $  6,184  $  4,148
                                                            ========  ========
  Noncash rental equipment transfers....................... $     --  $  1,577
                                                            ========  ========
</TABLE>



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

                                       7
<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
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 three and six
month periods ended June 30, 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 six-months ended June 30:

Details of Acquisitions:
<TABLE>
<CAPTION>
                                                                   2001  2000
                                                                   ---- -------
  <S>                                                              <C>  <C>
  Fair value of assets acquired, net of cash acquired............. $ -- $26,133
  Fair value of liabilities assumed...............................   --  (5,479)
                                                                   ---- -------
  Cash paid for acquisitions...................................... $ -- $20,654
                                                                   ==== =======
</TABLE>

                                       8
<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>
                                                           June 30, 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............................  284,000    280,500
     Term Loan............................................   50,000     50,000
     First Priority Term Loan.............................  245,000    246,250
   Equipment Note Payable (C).............................    1,555         --
                                                           --------   --------
                                                           $735,555   $731,750
   Less current portion of long-term debt.................    2,681      2,500
                                                           --------   --------
                                                           $732,874   $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 could have redeemed 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. No such redemption has occurred.

    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.

                                       9
<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 with an interest
    rate of 8.54% 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................................................................ $  1,963
   2002................................................................    2,689
   2003................................................................    2,705
   2004................................................................  286,724
   2005 ...............................................................  235,869
   Thereafter..........................................................  205,605
                                                                        --------
                                                                        $735,555
                                                                        ========
</TABLE>

                                       10
<PAGE>

                          ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                (In thousands)


5. Lease Commitments

   In connection with the 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 June 30, 2001:

<TABLE>
<CAPTION>
Year ending December 31:
------------------------
<S>                                                                      <C>
2001.................................................................... $  483
2002....................................................................    823
2003....................................................................    785
2004....................................................................    892
2005 ...................................................................    240
Thereafter..............................................................  1,125
                                                                         ------
Total minimum lease payments............................................  4,348
Less amount representing interest.......................................    778
                                                                         ------
Present value of minimum lease payments.................................  3,570
Less current portion....................................................    597
                                                                         ------
                                                                         $2,973
                                                                         ======
</TABLE>

   Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $3,878 and $555, respectively, at June 30, 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 usual 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. During the first quarter 2001, the Company 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 Holdings, the
Company and Guarantor Subsidiaries as of June 30, 2001 and December 31, 2000,
the results of operations for the three and six month periods ended June 30,
2001 and 2000 and cash flows for the six month periods ended June 30, 2001 and
2000. Separate financial statements of the

                                      11
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)

7. Subsidiary Guarantors (continued)

Guarantor Subsidiaries have not been presented because management believes they
are not material to investors.

   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 for the Company and
its guarantor subsidiaries as of June 30, 2001 and December 31, 2000:

<TABLE>
<CAPTION>
                                               June 30, 2001
                              -------------------------------------------------
                                            Other
                              Operating   Guarantor   Intercompany
                               Company   Subsidiaries Eliminations Consolidated
                              ---------  ------------ ------------ ------------
                                                (Unaudited)
<S>                           <C>        <C>          <C>          <C>
BALANCE SHEETS
Assets:
Total current assets .......  $ 84,356     $ 9,049      $ (1,248)    $ 92,157
Investment in subsidiaries..    23,371          --       (23,371)          --
Rental equipment, net of
 accumulated depreciation ..   493,323      16,209            --      509,532
Property and equipment, net
 of accumulated
 depreciation...............    64,463         977            --       65,440
Other assets ...............   107,606          --            --      107,606
                              --------     -------      --------     --------
  Total assets .............  $773,119     $26,235      $(24,619)    $774,735
                              ========     =======      ========     ========
Liabilities and partners'
 deficit:
Total current liabilities ..  $ 50,109     $ 2,864      $ (1,248)    $ 51,725
Long term debt, less current
 portion ...................   732,874          --            --      732,874
Other non-current
 liabilities ...............     7,186          --            --        7,186
                              --------     -------      --------     --------
  Total liabilities ........   790,169       2,864        (1,248)     791,785
Partners' deficit ..........   (17,050)     23,371       (23,371)     (17,050)
                              --------     -------      --------     --------
  Total liabilities and
   partners' deficit........  $773,119     $26,235      $(24,619)    $774,735
                              ========     =======      ========     ========

<CAPTION>
                                             December 31, 2000
                              -------------------------------------------------
<S>                           <C>        <C>          <C>          <C>
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'
 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' deficit...........    (4,204)     17,026       (17,026)      (4,204)
                              --------     -------      --------     --------
  Total liabilities and
   partners' deficit........  $789,520     $20,880      $(19,958)    $790,442
                              ========     =======      ========     ========
</TABLE>

                                       12
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


7. Subsidiary Guarantors (continued)

   The following table summarizes the results of operations for the Company and
its guarantor subsidiaries for the three and six month periods ended June 30,
2001 and 2000.

<TABLE>
<CAPTION>
                                      Three Months Ended June 30, 2001
                          -----------------------------------------------------------
                                                  Other
                          Operating             Guarantor     Interco.
                           Company   Carlisle  Subsidiaries Eliminations Consolidated
                          ---------  --------  ------------ ------------ ------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
STATEMENTS OF OPERATIONS
Total revenues .........  $100,520   $    --     $ 6,392      $    --      $106,912
                          --------   -------     -------      -------      --------
Total cost of revenues
 .......................    72,259        --       2,910           --        75,169
Selling, general and
 administrative.........    20,387        --         519           --        20,906
                          --------   -------     -------      -------      --------
Income from operations..     7,874        --       2,963           --        10,837
Interest expense and
 other (income) expense,
 net....................    16,723        --          --           --        16,723
                          --------   -------     -------      -------      --------
Income (loss) before
 taxes..................    (8,849)       --       2,963           --        (5,886)
Benefit for state
 taxes..................      (250)       --          --           --          (250)
                          --------   -------     -------      -------      --------
Net income (loss).......  $ (8,599)  $    --     $ 2,963      $    --      $ (5,636)
                          ========   =======     =======      =======      ========

<CAPTION>
                                      Three Months Ended June 30, 2000
                          -----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
Total revenues .........  $ 65,480   $31,891     $ 3,670      $(1,878)     $ 99,163
                          --------   -------     -------      -------      --------
Total cost of revenues
 .......................    43,022    20,361       1,578       (1,878)       63,083
Selling, general and
 administrative.........    14,033     4,630         578           --        19,241
                          --------   -------     -------      -------      --------
Income from operations..     8,425     6,900       1,514           --        16,839
Interest expense and
 other (income) expense,
 net....................    12,490     5,642         506           --        18,638
                          --------   -------     -------      -------      --------
Income (loss) before
 taxes..................    (4,065)    1,258       1,008           --        (1,799)
Provision for state
 taxes..................       100        --          --           --           100
                          --------   -------     -------      -------      --------
Net income (loss).......  $ (4,165)  $ 1,258     $ 1,008      $    --      $ (1,899)
                          ========   =======     =======      =======      ========
<CAPTION>
                                       Six Months Ended June 30, 2001
                          -----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
Total revenues .........  $207,068   $    --     $13,526      $    --      $220,594
                          --------   -------     -------      -------      --------
Total cost of revenues
 .......................   149,123        --       6,086           --       155,214
Selling, general and
 administrative.........    41,336        --       1,095           --        42,431
                          --------   -------     -------      -------      --------
Income from operations..    16,604        --       6,345           --        22,949
Interest expense and
 other (income) expense,
 net....................    35,224        --          --           --        35,224
                          --------   -------     -------      -------      --------
Income (loss) before
 taxes..................   (18,620)       --       6,345           --       (12,275)
Benefit for state
 taxes..................      (250)       --          --           --          (250)
                          --------   -------     -------      -------      --------
Net income (loss).......  $(18,370)  $    --     $ 6,345      $    --      $(12,025)
                          ========   =======     =======      =======      ========

<CAPTION>
                                       Six Months Ended June 30, 2000
                          -----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
Total revenues .........  $135,266   $58,989     $ 6,816      $(4,323)     $196,748
                          --------   -------     -------      -------      --------
Total cost of revenues
 .......................    89,295    40,195       3,002       (4,323)      128,169
Selling, general and
 administrative.........    28,790     8,997         798           --        38,585
                          --------   -------     -------      -------      --------
Income from operations..    17,181     9,797       3,016           --        29,994
Interest expense and
 other (income) expense,
 net....................    24,289    10,819         955           --        36,063
                          --------   -------     -------      -------      --------
Income (loss) before
 taxes..................    (7,108)   (1,022)      2,061           --        (6,069)
Provision for state
 taxes..................       200        --          --           --           200
                          --------   -------     -------      -------      --------
Net income (loss).......  $ (7,308)  $(1,022)    $ 2,061      $    --      $ (6,269)
                          ========   =======     =======      =======      ========
</TABLE>


                                       13
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


7. Subsidiary Guarantors (continued)

   The following table summarizes the cash flows for the Company and its
guarantor subsidiaries for the six months ended June 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                       Six Months Ended June 30, 2001
                          -----------------------------------------------------------
                                                  Other
                          Operating             Guarantor     Interco.
                           Company   Carlisle  Subsidiaries Eliminations Consolidated
                          ---------  --------  ------------ ------------ ------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
STATEMENTS OF CASH FLOWS
Net cash provided by
 operating activities...  $ 11,791   $     --    $ 3,116        $ --       $ 14,907
                          --------   --------    -------        ----       --------
Net cash used in
 investing activities...  $(19,952)  $     --    $(2,837)       $ --       $(22,789)
                          --------   --------    -------        ----       --------
Net cash provided by
 financing activities...  $  2,278   $     --    $   279        $ --       $  2,557
                          --------   --------    -------        ----       --------

<CAPTION>
                                       Six Months Ended June 30, 2000
                          -----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
Net cash (used in)
 provided by operating
 activities.............  $  3,264   $ 18,146    $ 2,250        $ --       $ 23,660
                          --------   --------    -------        ----       --------
Net cash used in
 investing activities...  $(28,137)  $(19,460)   $(1,293)       $ --       $(48,890)
                          --------   --------    -------        ----       --------
Net cash provided by
 financing activities...  $ 29,650   $    114    $    --        $ --       $ 29,764
                          --------   --------    -------        ----       --------
</TABLE>

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, primarily 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.

                                       14
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


8. Operating Segment Information (continued)

   The table below presents information about reported segments for the three
and six-month periods ended June 30:

<TABLE>
<CAPTION>
                                                    Equipment Equipment
                                                     Rentals    Sales    Total
                                                    --------- --------- --------
<S>                                                 <C>       <C>       <C>
Three months ended,
 June 30, 2001:
  Revenues......................................... $ 98,989   $ 7,923  $106,912
  EBITDA........................................... $ 28,617   $   (82) $ 28,535
June 30, 2000:
  Revenues......................................... $ 89,265   $ 9,898  $ 99,163
  EBITDA........................................... $ 31,247   $   578  $ 31,825

Six months ended,
 June 30, 2001:
  Revenues......................................... $202,961   $17,633  $220,594
  EBITDA........................................... $ 57,862   $  (247) $ 57,615
June 30, 2000:
  Revenues......................................... $174,736   $22,012  $196,748
  EBITDA........................................... $ 57,688   $   885  $ 58,573
</TABLE>

9. Subsequent Event

   On July 2, 2001, the Company acquired certain assets of Head & Engquist,
doing business as South Texas Equipment Company. The aggregate purchase price
was $4.8 million in cash. The acquisition was accounted for under the purchase
method of accounting and, accordingly, the purchase price has been allocated to
the assets acquired, principally equipment, based on their estimated fair
values at the date of acquisition, and a non-compete agreement. There was no
goodwill recorded as a result of this acquisition.

                                       15
<PAGE>

ITEM 2.

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

Results of Operations

Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000

   Equipment Rental Revenues: Revenues from equipment rentals increased $9.7
million, or 10.9%, to $99.0 million for the quarter ended June 30, 2001, as
compared to $89.3 million for the same period in the prior year. This increase
is primarily the result of incremental revenues generated by the acquisitions
completed in the second half of 2000, as well as internal growth from the
Company's existing yards.

   Equipment Sales: Revenues from equipment sales decreased $2.0 million, or
20.2%, to $7.9 million for the quarter ended June 30, 2001, as compared to $9.9
million for the same period in the prior year. This decrease is primarily the
result of a decrease in volume of equipment sales under the Company's fleet
management program.

   Total Revenues: Based on the foregoing, total revenues increased $7.7
million, or 7.8%, to $106.9 million for the quarter ended June 30, 2001, as
compared to $99.2 million for the quarter ended June 30, 2000.

   Gross Profit: Gross profit from equipment rentals decreased $3.1 million, or
9.0%, to $31.4 million for the quarter ended June 30, 2001, as compared to
$34.5 million for the same period in the prior year. As a percent of rental
revenues, gross profit from equipment rentals decreased to 31.7% for the
quarter ended June 30, 2001, as compared to 38.7% for the quarter ended June
30, 2000. This decrease in gross profit margins is due primarily to a rental
revenue mix change where a significant increase in operated and maintained
rentals occurred. Compared to bare rentals, operated and maintained rentals
have a higher level of variable labor costs and, accordingly, lower gross
margins associated with them. The lower gross profit margin percentage was also
impacted to a lesser extent by higher depreciation expense on rental equipment
and by increases in lower margin rerentals and excavation revenues.

   Gross profit from equipment sales decreased $1.2 million, or 80.0%, to $.3
million for the quarter ended June 30, 2001, as compared to $1.5 million for
the same period in the prior year. As a percent of equipment sales, gross
profit margin decreased from 15.5% for the quarter ended June 30, 2000, to 3.8%
for the quarter ended June 30, 2001. This decrease in gross profit reflects
lower sales prices generated from equipment sales during the quarter. The
decrease in price is due to the age and type of equipment being sold under the
Company's fleet management program as well as softer new equipment pricing.

   Based on the foregoing, gross profit decreased $4.4 million, or 12.2%, to
$31.7 million for the quarter ended June 30, 2001, as compared to $36.0 million
for the same period in the prior year.

   Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $1.7 million, or 8.8%, to $20.9 million for
the quarter ended June 30, 2001, as compared to $19.2 million for the same
period in the prior year. This increase is primarily attributable to an
increase in facility and insurance costs for the Company. As a percent of total
revenues, selling, general and administrative expenses increased slightly to
19.5% for the quarter ended June 30, 2001, as compared to 19.4% 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) decreased $3.4
million, or 10.6%, to $28.5 million for the quarter ended June 30, 2001, as
compared to $31.9 million for the same period in the prior year. EBITDA from
equipment rentals (as further defined to exclude gains on the sale of new
equipment) decreased $3.3 million, or 10.6%, to $27.9 million for the quarter
ended June 30, 2001, as compared to $31.2 million for the same period in the

                                       16
<PAGE>

prior year. As a percent of rental revenues, EBITDA from rental operations
decreased to 28.2% for the quarter ended June 30, 2001, as compared to 34.1%
for the same period in the prior year. This decrease is due to the factors
discussed above.

   Interest Expense: Interest expense decreased $.9 million, or 4.8%, to $17.7
million for the quarter ended June 30, 2001, as compared to $18.6 million for
the same period in the prior year. This decrease is primarily attributable to a
decrease in interest rates during the period, partially offset by an increase
in the outstanding debt levels as a result of acquisitions completed in the
second half of 2000 and the Company's continued investment in rental equipment.

   Net Loss: Net loss increased $3.7 million, or 194.7%, to a net loss of $5.6
million for the quarter ended June 30, 2001, as compared to a net loss of $1.9
million for the same period in the prior year, as a result of the factors
discussed above.

Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000

   Equipment Rental Revenues: Revenues from equipment rentals increased $28.3
million, or 16.2%, to $203.0 million for the six months ended June 30, 2001, as
compared to $174.7 million for the same period in the prior year. This increase
is primarily the result of incremental revenues generated by the companies
acquired in 2000, as well as internal growth from the Company's existing yards.

   Equipment Sales: Revenues from equipment sales decreased $4.4 million, or
20.0%, to $17.6 million for the six months ended June 30, 2001, as compared to
$22.0 million for the same period in the prior year. This decrease is primarily
due to a decrease in sales volume for both new equipment and used equipment
sold as part of the Company's fleet management program, as well as overall
softer pricing.

   Total Revenues: Based on the foregoing, total revenues increased $23.9
million, or 12.1%, to $220.6 million for the six months ended June 30, 2001, as
compared to $196.7 million for the same period in the prior year.

   Gross Profit: Gross profit from equipment rentals decreased $0.7 million, or
1.1%, to $64.4 million for the six months ended June 30, 2001, as compared to
$65.1 million for the same period in the prior year. As a percent of equipment
rental revenues, gross profit from equipment rentals decreased from 37.3% for
the six months ended June 30, 2000, to 31.7% for the six months ended June 30,
2001. This decrease in gross profit margins is due primarily to a rental
revenue mix change where a significant increase in operated and maintained
rentals occurred. Compared to bare rentals, operated and maintained rentals
have a higher level of variable labor costs and, accordingly, lower gross
margins associated with them. The lower gross profit margin percentage was also
impacted to a lesser extent by higher depreciation expense on rental equipment
and by increases in lower margin rerentals and excavation revenues.

   Gross Profit from equipment sales decreased $2.6 million, or 74.3%, to $.9
million for the six months ended June 30, 2001, as compared to $3.5 million for
the same period in the prior year. As a percent of equipment sales revenues,
gross profit from equipment sales decreased to 5.1% for the six months ended
June 30, 2001, as compared to 15.9% for the same period in the prior year. This
decrease in gross profit reflects lower sales prices generated from equipment
sales during the quarter. The decrease in price is due to the age and type of
equipment being sold under the Company's fleet management program as well as
softer new equipment pricing.

   Based on the foregoing, gross profit decreased $3.2 million, or 4.7%, to
$65.4 million for the six months ended June 30, 2001, as compared to $68.6
million for the same period in the prior year.

   Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $3.8 million, or 9.8%, to $42.4 million for
the six months ended June 30, 2001, as compared to $38.6 million

                                       17
<PAGE>

for the same period in the prior year. This increase is primarily the result of
an increase in employee-related costs, facility and insurance costs and
amortization expense resulting from the acquisitions completed in 2000, as well
as internal growth. As a percent of revenues, selling, general and
administrative expenses decreased to 19.2% for the six months ended June 30,
2001, as compared to 19.6% 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) decreased $ 1.0
million, or 1.7%, to $57.6 million for the six months ended June 30, 2001, as
compared to $58.6 million for the same period in the prior year. EBITDA from
equipment rentals (as further defined to exclude gains on the sale of new
equipment) increased $0.3 million, or 0.5% to $56.4 million for the six months
ended June 30, 2001, as compared to $56.1 million for the same period in the
prior year. As a percent of rental revenues, EBITDA from rental operations
decreased to 27.8% for the six months ended June 30, 2001, as compared to 32.1%
for the same period in the prior year. This decline in EBITDA margin is due to
the factors discussed above.

   Interest Expense: Interest expense increased $.4 million, or 1.1%, to $36.3
million for the six months ended June 30, 2001, as compared to $35.9 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, offset in part
by decreasing interest rates.

   Net Loss: Net loss increased $5.7 million, or 90.5%, to a net loss of $12.0
million for the six months ended June 30, 2001, as compared to a net loss of
$6.3 million for the same period in the prior year as a result of the factors
discussed above.

 Liquidity and Capital Resources

   Net cash provided by operating activities decreased by $8.8 million, or
37.1%, to $14.9 million for the six months ended June 30, 2001, as compared to
$23.7 million for the same period in the prior year. This decrease is primarily
the result of an increase in the net loss for the period, as well as a decrease
in accounts payable during the period.

   During the six months ended June 30, 2001 and 2000, the Company's principal
uses of cash for investing activities was for capital expenditures, including
expenditures for rental equipment. Total capital expenditures for these periods
were $33.0 million and $42.1 million, respectively. Included in these totals
were expenditures for rental equipment totaling $28.9 million and $36.4
million, respectively. These expenditures were made to increase the Company's
total investment in the rental fleet and to replace sold used equipment.
Proceeds from the disposition of assets totaled $11.2 million and $15.1 million
for the six months ended June 30, 2001 and 2000, respectively. In addition, the
Company used $20.7 million during the six months ended June 30, 2000 in the
purchase of various businesses.

   Net cash provided by financing activities during the six months ended June
30, 2001 was $2.5 million, a decrease of $27.3 million, or 91.6%, compared to
$29.8 million for the six months ended June 30, 2000. The decrease in net cash
provided by financing activities was due to a decrease in the net borrowings to
fund acquisitions and capital expenditures.

   The Company has no long-term minimum purchase commitments for rental
equipment. In the six months ended June 30, 2001 and 2000, the Company incurred
approximately $1.6 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 Anthony Crane Rental Holdings, L.P. ("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 the subsidiaries, including the Company, to
meet its debt obligations. The Company's liquidity needs relate to working
capital, debt service, capital expenditures and potential acquisitions.

                                       18
<PAGE>

   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 $284.0 million was drawn at June 30, 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 June 30,
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
$39.7 million.

   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 June 30, 2001, the Company was in full compliance with the
financial covenants, including with respect to the minimum interest coverage
ratio.

 Impact of Recently Issued Accounting Standards

   In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." These standards require that all business combinations be
accounted for using the purchase method and that all goodwill not be amortized,
but tested periodicaly for impairment and provide guidelines for new disclosure
requirements. The standards outline the criteria for initial recognition and
measurement of intangibles, assignment of assets and liabilities including
goodwill to reporting units, and goodwill impairment testing. The provisions of
SFAS No. 141 and SFAS No. 142 will apply to all business combinations after
June 30, 2001. The provisions of SFAS No. 142 for existing goodwill and other
intangible assets are required to be implemented effective July 1, 2001.
Management has evaluated the impact of the standards on the consolidated
financial statements and determined that the implementation of SFAS No. 142
will have a significant impact on the consolidated financial statements upon
adoption.

 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, managements 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 sales and use tax audits 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), changes in interest rates 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.

                                       19
<PAGE>

                                    PART II

ITEM 1. Legal Proceedings

   The Company is a party to a number of lawsuits and claims arising out of
the usual 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, including interest and penalties of
$0.5 million and $0.2 million, respectively. 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.

ITEM 6. Exhibits and Reports on Form 8-K

A. INDEX TO EXHIBITS

B. REPORTS ON FORM 8-K

   None

                                      20
<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 August 8, 2001.

                                          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 person in the capacity indicated on
August 8, 2001.

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

                                       21