<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, 1999
 
                                      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 HOLDINGS, L.P.
            (Exact Name of Registrant as Specified in Its Charter)
 
 
             Pennsylvania                            25-1814367
    (State or Other Jurisdiction of               (I.R.S. Employer
    Incorporation or Organization)               Identification No.)
 
                             1165 Camp Hollow Road
                            West Mifflin, PA 15122
                   (Address of Principal Executive Offices)
                                (412) 469-3700
             (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 14, 1999 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 14, 1999:
 
                Class L Common Partnership Interests: 456 Units
               Class A Common Partnership Interests: 4,100 Units
 
  Documents incorporated by reference: None
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
 
                         QUARTERLY REPORT ON FORM 10-Q
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
 
                               TABLE OF CONTENTS
 
                                    Part I
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>     <C>                                                                                     <C>
Item 1  Index to Financial Statements..........................................................   2
Item 2  Management's Discussion and Analysis of Financial Condition and Results of Operations..  15
 
                                    Part II
Item 1  Legal Proceedings......................................................................  19
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......................................................................  20
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", "Holdings",
"ACR" and "the Company" refer collectively to Anthony Crane Rental Holdings,
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.
<PAGE>
 
                                     PART I
 
ITEM 1. INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Condensed Consolidated Balance Sheets--March 31, 1999 (Unaudited) and
 December 31, 1998.........................................................   3
Condensed Consolidated Statements of Operations for the Quarters Ended
 March 31, 1999 and 1998 (Unaudited).......................................   4
Condensed Consolidated Statements of Cash Flows for the Quarters Ended
 March 31, 1999 and 1998 (Unaudited).......................................   5
Notes to Condensed Consolidated Financial Statements.......................   6
</TABLE>
 
 
                                       2
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
 
<TABLE>
<CAPTION>
                                                        March 31,  December 31,
                                                          1999         1998
                                                       ----------- ------------
                                                       (Unaudited)
<S>                                                    <C>         <C>
ASSETS
Current Assets:
  Cash and cash equivalents...........................  $  5,214     $  5,633
  Trade accounts receivable, net of allowance for
   doubtful accounts of $1,795 at March 31 and $1,500
   at December 31.....................................    31,454       27,774
  Other receivables...................................     2,127        2,192
  Prepaid expenses and deposits.......................     2,243        1,382
                                                        --------     --------
    Total current assets..............................    41,038       36,981
  Rental equipment, net...............................   313,673      282,679
  Property and equipment, net.........................    52,477       50,368
  Intangible assets, net..............................     4,583        3,334
  Debt issuance costs, net............................    18,103       18,333
  Other assets........................................       480          497
                                                        --------     --------
    Total assets......................................  $430,354     $392,192
                                                        ========     ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current Liabilities:
  Cash overdraft......................................  $    --      $  1,195
  Accounts payable--trade.............................    13,387        7,890
  Accrued interest....................................     4,696        9,216
  Accrued wages and employee benefits.................     2,295        2,258
  Accrued taxes, other than income taxes..............     4,302        4,430
  Other accrued liabilities...........................     1,101        1,897
  Current portion of obligation under capital leases..       408           94
                                                        --------     --------
    Total current liabilities.........................    26,189       26,980
  Long term debt, less current portion (Note 5).......   417,265      379,561
  Long-term obligation under capital leases...........     3,237          772
  Other non-current liabilities.......................     2,514        1,684
                                                        --------     --------
    Total liabilities.................................   449,205      408,997
                                                        --------     --------
Partners' capital (deficit):
  Senior Preferred Units..............................    22,500       22,500
  Equity Investors Class L Common Units...............    26,940       27,107
  Equity Investors Class A Common Units...............   (11,781)     (10,279)
  Predecessor Partners Class L Common Units...........       770          807
  Predecessor Partners Class A Common Units...........   (53,379)     (53,049)
  Accumulated other comprehensive income..............        49           59
  Related party receivables...........................    (3,950)      (3,950)
                                                        --------     --------
    Total partners' capital (deficit).................   (18,851)     (16,805)
                                                        --------     --------
Total liabilities and partners' capital (deficit).....  $430,354     $392,192
                                                        ========     ========
</TABLE>
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                       3
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the quarters ended March 31, 1999 and 1998
                                 (In thousands)
 
<TABLE>
<CAPTION>
                                                                Quarter Ended
                                                                  March 31,
                                                               ----------------
                                                                1999     1998
                                                               -------  -------
                                                                 (Unaudited)
<S>                                                            <C>      <C>
Revenues:
  Equipment rentals........................................... $46,267  $43,581
  Equipment sales.............................................   2,635    4,882
                                                               -------  -------
    Total revenues............................................  48,902   48,463
Cost of revenues:
  Cost of equipment rentals...................................  29,696   26,816
  Cost of equipment sales.....................................   1,820    4,096
                                                               -------  -------
    Total cost of revenues....................................  31,516   30,912
                                                               -------  -------
Gross profit..................................................  17,386   17,551
Selling, general and administrative expenses..................   9,614    9,445
                                                               -------  -------
Income from operations........................................   7,772    8,106
Interest expense..............................................   9,705    4,215
Other (income) expense, net...................................       2     (673)
                                                               -------  -------
Income (loss) before taxes....................................  (1,935)   4,564
                                                               -------  -------
Provision for state taxes.....................................     101       60
                                                               -------  -------
Net (loss) income............................................. $(2,036) $ 4,504
                                                               =======  =======
</TABLE>
 
 
 
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                       4
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
 
<TABLE>
<CAPTION>
                                                              Quarter Ended
                                                                March 31,
                                                            ------------------
                                                              1999      1998
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Net cash (used in) provided by operating activities........ $ (7,624) $  2,146
                                                            --------  --------
Cash flows from investing activities:
  Cash paid for business acquisitions, net of cash
   acquired................................................   (8,127)      --
  Proceeds from sale of fixed assets, including rental
   equipment...............................................    3,752     3,487
  Proceeds from sale of property...........................      --      6,055
  Capital expenditures.....................................  (21,702)  (22,110)
  Other....................................................      --        (60)
                                                            --------  --------
    Net cash used in investing activities..................  (26,077)  (12,628)
                                                            --------  --------
Cash flows from financing activities:
  Change in cash overdraft.................................   (1,195)      --
  Proceeds from issuance of debt...........................   35,000    15,000
  Payments under capital leases............................      (25)      (22)
  Expenditures for debt issuance costs and other
   intangibles.............................................     (498)     (689)
  Partner withdrawals......................................      --     (2,951)
                                                            --------  --------
    Net cash provided by financing activities..............   33,282    11,338
                                                            --------  --------
Net (decrease) increase in cash and cash equivalents.......     (419)      856
Cash and cash equivalents, beginning of period.............    5,633     4,375
                                                            --------  --------
Cash and cash equivalents, end of period................... $  5,214  $  5,231
                                                            ========  ========
Noncash investing and financing activities:
  Expenditures for rental equipment purchases included in
   accounts payable........................................ $ 10,970  $  4,356
                                                            ========  ========
  Receivable from sale of property.........................      --   $    520
                                                            ========  ========
</TABLE>
 
 
 
 
   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.
 
                                       5
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
1. Description of Business
 
  Anthony Crane Rental, L.P. (the "Company"), its subsidiaries and, effective
July 22, 1998, its parent, Anthony Crane Rental Holdings, L.P. ("Holdings")
(collectively, the Partnership) 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, utility, 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. Effective July 22, 1998, as part of the
Company's Recapitalization (see Note 4), the Company became 99% directly-owned
by Holdings (a former subsidiary of the Company which has no current
operations other than through the Company).
 
2. Basis of Presentation
 
  The 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 condensed consolidated financial statements of Anthony
Crane Rental Holdings, 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 generally accepted accounting principles for complete financial statements.
During interim periods, the Partnership follows the accounting policies set
forth in its Annual Report on 10-K (the "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 statement of the results of operations
of these interim periods have been included. The net loss for the quarter
ended March 31, 1999 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. These comments should be
read in conjunction with these financial statements.
 
3. Cash Flow Statement
 
  Supplemental cash flow information with respect to the acquisition discussed
in Note 6 was as follows:
 
<TABLE>
<S>                                                                     <C>
  Fair value of assets acquired, net of cash acquired.................. $13,622
  Fair value of liabilities assumed....................................  (4,995)
  Note payable to seller...............................................    (500)
                                                                        -------
  Cash paid for acquisition............................................ $ 8,127
                                                                        =======
</TABLE>
 
4. Recapitalization
 
  On June 1, 1998, the Partnership entered into a recapitalization agreement
with Bain/ACR, L.L.C. (Bain), pursuant to which Bain and certain members of
senior management of the Partnership (collectively the "Equity Investors")
indirectly acquired through Holdings an 82% ownership interest in the
Partnership (the "Recapitalization"). Effective July 22, 1998, the
Recapitalization was consummated and the Partnership
 
                                       6
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
incurred new debt obligations, repaid its outstanding Senior Notes and Credit
Agreement obligations, restructured certain of its outstanding Partnership
interests and distributed approximately $122.3 million in cash and property
with a net book value of approximately $3.6 million to the Predecessor
Partners. In connection with the repayment of its outstanding debt
obligations, the Partnership incurred approximately $15.1 million in
prepayment penalties and wrote-off deferred financing costs of approximately
$0.8 million which were reflected as an extraordinary item in the consolidated
statement of operations for the year ended December 31, 1998.
 
  The Recapitalization was funded by: (i) a notes offering by the Company with
gross proceeds of $155 million, (ii) a discount debentures offering by
Holdings with proceeds of $25 million (iii) a $33.6 million contribution by
the Equity Investors, (iv) $125 million of borrowings by the Company under a
revolving credit facility of a new senior credit facility and (v) $50 million
of borrowings by the Company under the term loan facility of a new senior
credit facility. In addition, as part of the Recapitalization considerations,
Holdings distributed $22.5 million of Senior Preferred Units to the
Predecessor Partners.
 
  The Recapitalization Agreement provided for an adjustment of the
distribution made to the Predecessor Partners based on consolidated net worth
(as defined in the Recapitalization Agreement), as of the closing date. The
amount of the adjustment has not yet been determined. Of the total
distribution made to the Predecessor Partners, $4 million is being maintained
in an escrow account in connection with resolution of the final adjustment and
certain indemnification provisions for the benefit of the Company pursuant to
the Recapitalization Agreement (refer to Note 11).
 
5. Long-Term Debt
 
  Long-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                       March 31,    December 31,
                                                         1999           1998
                                                       ---------    ------------
<S>                                                    <C>          <C>
  10 3/8% Company Senior Notes, due 2008 (A).......... $155,000       $155,000
  13 3/8% Holdings Senior Discount Debentures, due
   2009 (B)...........................................   27,398(1)      26,561
  Senior Credit Facility of the Company (C)
    Revolving Credit Facility.........................  183,000        148,000
    Term Loan.........................................   50,000         50,000
  Other (D)...........................................    1,867            --
                                                       --------       --------
                                                       $417,265       $379,561
                                                       ========       ========
</TABLE>
--------
(1)  Net of unamortized discount on debentures of $20,602 and $21,439 at March
     31, 1999 and December 31, 1998, respectively.
 
  (A) The Senior Notes of $155 million were issued in connection with the
Recapitalization (see Note 4) 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. Not withstanding 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
 
                                       7
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
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 Discount Debentures of $48 million were offered at an original issue
discount of approximately $23 million. Interest on the Discount Debentures
accretes at a rate of 13 3/8% per annum, compounded semi-annually to an
aggregate principal amount of $48 million on August 1, 2003. Thereafter,
interest on the Discount Debentures will accrue at the rate of 13 3/8% per
annum and will be paid semi-annually until the maturity date of August 1,
2009.
 
  The Discount Debentures are general unsecured obligations of Holdings. The
Discount Debentures, however, are effectively subordinated indebtedness to all
secured obligations of Holdings and all obligations of Holdings' subsidiaries,
including borrowings under the Senior Notes and the Senior Credit Facilities.
 
  The Discount Debentures are not redeemable prior to August 1, 2003.
Thereafter, the Discount Debentures may be redeemed by the Company at premium
percentages ranging between approximately 107% 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 Discount Debentures may be redeemed at no
premium to the Company. Not withstanding 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 Discount Debentures
originally issued under the Discount Debenture Indenture at a redemption price
of approximately 113 3/8% of the accreted value, plus liquidated damages, if
that redemption is paid for with the proceeds of an equity offering.
 
  The Discount Debenture 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.
 
  (C) The Senior Credit Facilities consist of a $275.0 million six-year non-
amortizing Revolving Credit Facility and a $50.0 million eight-year non-
amortizing 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 (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
1.25%, subject to adjustment based on a leverage test, or (ii) the reserve-
adjusted London Interbank Offered Rate ("LIBO") plus a margin of 2.25%,
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 1.75%,
or (ii) the reserve-adjusted LIBO rate plus a margin of 2.75%.
 
  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 Revolving Credit Facility is 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
 
                                       8
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
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 LIBO breakage costs, if any, shall be borne
by the Company. The Senior Credit Facilities contain 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.
 
  (D) In connection with the acquisition of Husky Crane, Inc. ("Husky Crane")
(see Note 6) the Company assumed certain liabilities. Among these liabilities,
were various notes payable with maturity dates ranging from March 2000 to
January 2004 and with interest rates ranging from 7.39% to 9.75%. The Company
plans to refinance the acquired notes with borrowings from the Senior Credit
Facility. Accordingly, the entire balance of the notes are classified as
noncurrent liabilities.
 
  The aggregate principal debt maturities of long-term debt for the next five
years are as follows:
 
<TABLE>
<S>                                                                     <C>
1999...................................................................      --
2000...................................................................      --
2001...................................................................      --
2002...................................................................      --
2003...................................................................      --
Thereafter............................................................. $417,265
                                                                        --------
                                                                        $417,265
                                                                        ========
</TABLE>
 
6. Business Acquisitions
 
  On March 31, 1999, the Company acquired all of the outstanding common stock
of Husky Crane, Inc. and certain assets of Paradise Equipment Company, L.P., a
limited partnership in which the 100% stockholder of Husky Crane is the
majority partner, as well as certain other assets owned personally by this
stockholder. The Company also assumed certain liabilities of Husky Crane. The
purchase price for the acquisition at closing was approximately $8.5 million
in cash with an additional payment of $500 payable to the seller contingent
upon the satisfaction of certain defined criteria. Management believes that it
is probable that the seller will satisfy the defined criteria and accordingly,
the Company has included the $500 payable to the seller as part of the
purchase price.
 
 
                                       9
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
  The acquisition was accounted for under the purchase method of accounting
and, accordingly, the purchase price has been allocated to the assets
acquired, principally consisting of equipment, based on their estimated fair
values at the date of acquisition. Goodwill in the amount of $1.3 million was
recorded as a result of the acquisition and will be amortized over five years.
 
  The operating results of the acquisition will be included in the
Partnership's consolidated results of operations from the date of acquisition.
Certain required pro forma financial information related to the above
acquisition has not been presented since the acquisition was not material to
the Partnership's consolidated financial position or its consolidated results
of operations.
 
7. Lease Commitments
 
  In April 1997, the Partnership entered into a capital lease agreement for
the lease of twenty trucks. The lease has a term of three years with a bargain
purchase option at the end of the lease agreement. Interest rates under the
capital lease agreement range from approximately 19% to 22%.
 
  In connection with the acquisition of Husky Crane (see Note 6), the
Partnership assumed obligations related to three 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, 1999:
 
<TABLE>
<S>                                                                      <C>
Year ending December 31:
1999.................................................................... $  555
2000....................................................................  1,202
2001....................................................................    397
2002....................................................................    397
2003....................................................................    722
2004....................................................................    214
2005....................................................................    831
                                                                         ------
Total minimum lease payments............................................  4,318
Less amount representing interest.......................................    673
                                                                         ------
Present value of minimum lease payments.................................  3,645
Less current portion....................................................    408
                                                                         ------
                                                                         $3,237
                                                                         ======
</TABLE>
 
  Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $3,795 and $286, respectively, at March 31,
1999 and $1,035 and $215, respectively, at December 31, 1998.
 
8. Contingencies
 
  The Company is the defendant in a lawsuit by its former insurance carrier
who has asserted a claim for premiums allegedly due on a contract of insurance
in the amount of approximately $455. The Company has denied any liability and
intends to vigorously defend the claim.
 
  Additionally, the Company is the defendant in a lawsuit asserting breach of
contract and tort claims arising out of allegations the Company did not timely
deliver certain used equipment that the customer contracted to buy from the
Company. The Company has denied any liability and intends to vigorously defend
the claims.
 
                                      10
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
 
  The Company is also the defendant in a lawsuit resulting from negotiations
in connection with a proposed acquisition in which the potential seller is
seeking contractual damages in the amount of $3 million plus other
consequential damages that may be proved at trial for breach of contract and
the confidentiality provisions in a letter of intent executed between the
parties. The Company has denied any liability and intends to vigorously defend
the claims.
 
  The Company is a party to a number of other 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
Predecessor Partners.
 
  The Partnership is currently investigating soil and groundwater
contamination at its Savannah, Georgia location from underground storage tanks
removed in 1994. Clean up activities associated with the contamination are
covered under the Georgia Underground Storage Tank Trust Fund (GUST). While
the ultimate costs of any remediation or continued monitoring are not yet
known, the Partnership expects that it will receive reimbursement for such
costs from the GUST. The reimbursement limit under GUST is $1 million. The
Partnership believes that it is unlikely that its costs will exceed the
reimbursement limit.
 
  The Company has received a proposed assessment from a local taxing authority
in the amount of $8.6 million, including interest and penalties of $1.9
million and $1.3 million, respectively, as a result of a local sales and use
tax audit. Upon review of the assessment, management has identified a
significant amount that it believes was calculated by assessing duplicate tax
on specific cranes. The Company has recorded a liability of approximately $3.2
million at December 31, 1998 and March 31, 1999 for such tax liabilities.
Management is presently negotiating its liability with the respective local
taxing authority and believes there is a reasonable possibility that the final
tax assessment may exceed the amount presently recorded.
 
9. 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 March 31, 1999 and December 31, 1998
and the results of operations and cash flows for the three-month periods ended
March 31, 1999 and 1998. Separate financial statements of the Guarantor
Subsidiaries have not been presented because management believes they are not
material to investors. In connection with the Recapitalization (see Note 3),
Holdings created a wholly-owned subsidiary, Anthony Crane Holdings Capital
Corporation ("AC Holdings Corp."), for the sole purpose of serving as co-
issuer of the Senior Discount Debentures. AC Holdings Corp. does not have any
operations or assets of any kind and will not have any revenues. As a result,
no separate disclosure of AC Holdings Corp.'s financial information has been
provided as such disclosure would not be meaningful given AC Holdings Corp.'s
lack of operations and assets.
 
 
                                      11
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
  The following table summarizes the financial position, results of operations
and cash flows for Holdings, the Company and the Company's guarantor
subsidiaries as of and for the quarter ended March 31, 1999:
 
<TABLE>
<CAPTION>
                                                March 31, 1999
                           -----------------------------------------------------------
                                     Operating   Guarantor   Intercompany
                           Holdings   Company   Subsidiaries Eliminations Consolidated
                           --------  ---------  ------------ ------------ ------------
                                                  (Unaudited)
BALANCE SHEETS
<S>                        <C>       <C>        <C>          <C>          <C>
Assets:
Total current assets.....      --    $ 42,574     $   956      $ (2,492)    $ 41,038
Investment in
 subsidiaries............  $80,646     10,112         --        (90,758)         --
Rental equipment, net of
 accumulated
 depreciation............      --     303,531      10,142           --       313,673
Property and equipment,
 net of accumulated
 depreciation............      --      50,862       1,615           --        52,477
Other assets, net........    1,562     21,499         105           --        23,166
                           -------   --------     -------      --------     --------
  Total assets...........  $82,208   $428,578     $12,818      $(93,250)    $430,354
                           =======   ========     =======      ========     ========
Liabilities and partners'
 capital:
Total current
 liabilities.............      --    $ 25,975     $ 2,706      $ (2,492)    $ 26,189
Long term debt, less
 current portion.........  $27,398    389,867         --            --       417,265
Other non-current
 liabilities.............      --       5,751         --            --         5,751
                           -------   --------     -------      --------     --------
  Total liabilities......   27,398    421,593       2,706        (2,492)     449,205
Partners' capital
 (deficit)...............   54,810      6,985      10,112       (90,758)     (18,851)
                           -------   --------     -------      --------     --------
    Total liabilities and
     partners' capital
     (deficit)...........  $82,208   $428,578     $12,818      $(93,250)    $430,354
                           =======   ========     =======      ========     ========
STATEMENTS OF OPERATIONS
Total revenues...........      --    $ 45,938     $ 2,964           --      $ 48,902
                           -------   --------     -------      --------     --------
Total cost of revenues...      --      30,135       1,381           --        31,516
Selling, general and
 administrative..........      --       9,415         199           --         9,614
                           -------   --------     -------      --------     --------
Income from operations...      --       6,388       1,384           --         7,772
Interest expense and
 other (income) expense,
 net.....................      875      8,491         341           --         9,707
                           -------   --------     -------      --------     --------
Income (loss) before
 taxes...................     (875)    (2,103)      1,043           --        (1,935)
Provision for state
 taxes...................      --         101         --            --           101
                           -------   --------     -------      --------     --------
Net income (loss)........  $  (875)  $ (2,204)    $ 1,043           --      $ (2,036)
                           =======   ========     =======      ========     ========
STATEMENTS OF CASH FLOWS
Net cash used in
 operating activities....      --    $ (7,559)    $   (65)          --      $ (7,624)
                           -------   --------     -------      --------     --------
Net cash provided by
 (used in) investing
 activities..............       68   $(25,512)    $  (565)     $    (68)    $(26,077)
                           -------   --------     -------      --------     --------
Net cash provided by
 (used in) financing
 activities..............  $   (68)  $ 33,282         --       $     68     $ 33,282
                           -------   --------     -------      --------     --------
</TABLE>
 
                                      12
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
 
  The following table summarizes the financial position for Holdings, the
Company and the Company's guarantor subsidiaries as of December 31, 1998, and
results of operations and cash flows as of and for the quarter ended March 31,
1998.
 
<TABLE>
<CAPTION>
                                              December 31, 1998
                          ----------------------------------------------------------
                                   Operating   Guarantor   Intercompany
                          Holdings  Company   Subsidiaries Eliminations Consolidated
                          -------- ---------  ------------ ------------ ------------
BALANCE SHEET
<S>                       <C>      <C>        <C>          <C>          <C>
Assets:
Total current assets....      --   $ 38,480     $ 1,861      $ (3,360)    $ 36,981
Investment in
 subsidiaries...........  $80,714     9,052         --        (89,766)         --
Rental equipment, net of
 accumulated
 depreciation...........      --    272,309      10,370           --       282,679
Property and equipment,
 net of accumulated
 depreciation...........      --     48,704       1,664           --        50,368
Other assets, net.......    1,532    20,516         116           --        22,164
                          -------  --------     -------      --------     --------
  Total assets..........  $82,246  $389,061     $14,011      $(93,126)    $392,192
                          =======  ========     =======      ========     ========
Liabilities and
 partners' capital:
Total current
 liabilities............      --   $ 25,381     $ 4,959      $ (3,360)    $ 26,980
Long term debt, less
 current portion........  $26,561   353,000         --            --       379,561
Other non-current
 liabilities............      --      2,456         --            --         2,456
                          -------  --------     -------      --------     --------
  Total liabilities.....   26,561   380,837       4,959        (3,360)     408,997
Partners' capital
 (deficit)..............   55,685     8,224       9,052       (89,766)     (16,805)
                          -------  --------     -------      --------     --------
  Total liabilities and
   partners' capital
   (deficit)............  $82,246  $389,061     $14,011      $(93,126)    $392,192
                          =======  ========     =======      ========     ========
<CAPTION>
                                               March 31, 1998
                          ----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>      <C>        <C>          <C>          <C>
STATEMENT OF OPERATIONS
Total revenues..........      --   $ 45,762     $ 2,701           --      $ 48,463
                          -------  --------     -------      --------     --------
Total cost of revenues..      --     29,741       1,171           --        30,912
Selling, general and
 administrative.........      --      9,022         423           --         9,445
                          -------  --------     -------      --------     --------
Income from operations..      --      6,999       1,107           --         8,106
Interest expense and
 other (income) expense,
 net....................      --      3,391         151           --         3,542
                          -------  --------     -------      --------     --------
Income before taxes.....      --      3,608         956           --         4,564
Provision for state
 taxes..................      --         60         --            --            60
                          -------  --------     -------      --------     --------
Net income..............      --   $  3,548     $   956           --      $  4,504
                          =======  ========     =======      ========     ========
<CAPTION>
                                               March 31, 1998
                          ----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>      <C>        <C>          <C>          <C>
STATEMENT OF CASH FLOWS
Net cash provided by
 operating activities...      --   $  1,027     $ 1,119           --      $  2,146
                          -------  --------     -------      --------     --------
Net cash used in
 investing activities...      --   $(12,030)    $  (598)          --      $(12,628)
                          -------  --------     -------      --------     --------
Net cash provided by
 financing activities...      --   $ 11,338         --            --      $ 11,338
                          -------  --------     -------      --------     --------
</TABLE>
 
                                      13
<PAGE>
 
                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (In thousands)
 
10. Equity--Preferred and Common Units
 
  The Company has three classes of stock: (i) Class A Preferred (ii) Class L
Common (iii) Class A Common. Upon liquidation or distribution of capital, the
Class A Preferred Unitholders are entitled to receive a preferential
distribution on payment of dividends equal to an 11% annual return, compounded
quarterly, on their original investment of $22.5 million. In addition, the
Class A Preferred Unitholders have a liquidation preference on their original
investment prior to any dividends or distributions made to Class L or Class A
Common Unitholders. As of March 31, 1999 and December 31, 1998, the cumulative
preferred dividends were approximately $1,761 and $1,099, respectively.
 
  Upon satisfaction of Class A Preferred cumulative dividend and the
liquidation preference of the original investment of Preferred Unitholders,
the Class L Common Unitholders are entitled to receive a preferential
distribution on payment of dividends equal to a 12% annual return, compounded
quarterly on their original investment of $36.9 million. In addition, the
Class L Common Unitholders have a liquidation preference of their original
investment prior to any dividends or distributions to the Class A Common
Unitholders. As of March 31, 1999 and December 31, 1998, the cumulative
preferred dividends were approximately $3,160 and $1,968 respectively.
 
  Upon satisfaction of the aggregate liquidation preference of both Class A
Preferred and Class L Common Unitholders, any remaining distributions will be
distributed ratably among the Class L and Class A Common Unitholders.
 
11. Subsequent Event
 
  On April 29, 1999, Mr. Ray G. Anthony resigned his positions as chairman of
the board of managers of ACR Management, L.L.C., the general partner of
Holdings, and CEO of Holdings and the Company. On that date, Mr. Anthony and
certain other parties entered into a Resignation and Amendment Agreement.
Pursuant to the agreement, Mr. Anthony resigned as an employee and retained
his membership on the board of managers. In addition, pursuant to the
agreement, the Predecessor Partners were paid $1.3 million, representing an
adjustment to the distribution amount paid in connection with the
Recapitalization, and $3.8 million of proceeds escrowed in connection with the
Recapitalization were released to the Predecessor Partners.
 
                                      14
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS
 
 Results of Operations
 Quarter ended March 31, 1999 Compared to the Quarter Ended March 31, 1998
 
  Equipment Rental Revenues. Revenues from equipment rentals increased $2.7
million, or 6.2%, to $46.3 million for the quarter ended March 31, 1999 as
compared to $43.6 million for the same period in the prior year. This increase
was largely due to the continued growth at the Company's existing yards,
reflecting the impact of the equipment purchased in 1998 and continued growth
in the operations in California which are beginning to reach targeted
operating levels. Equipment rental revenues for the quarter ended March 31,
1999 were negatively impacted by the delay of several industrial maintenance
projects in the Company's central region. The Company expects that these
projects will be completed in the second or third quarter of 1999.
 
  Equipment Sales. Revenues from equipment sales decreased $2.3 million, or
46.9%, to $2.6 million for the quarter ended March 31, 1999 as compared to
$4.9 million for the same period in the prior year. This decrease was
attributable to the Company's decision to reduce sales of used equipment in
connection with its fleet management program as well as a slowdown in new
equipment sales. Management expects to see an increase in activity in new
equipment sales throughout the remainder of the year.
 
  Total Revenues: Based on the foregoing, total revenues increased $.4
million, or 1.0%, to $48.9 million for the quarter ended March 31, 1999 as
compared to $48.5 million for the same period in the prior year.
 
  Gross Profit: Gross profit from equipment rentals remained relatively
consistent, decreasing $.2 million, or 1.0%, to $16.6 million for the quarter
ended March 31, 1999 as compared to $16.8 million for the same period in the
prior year. This decrease was primarily the result of an increase in
depreciation, salaries and wages and associated employee benefit costs. As a
percent of equipment rental revenues, gross profit from equipment rentals
decreased to 35.9% for the quarter ended March 31, 1999 as compared to 38.5%
for the same period in the prior year. This decrease in gross profit margin is
primarily attributable to the increased operating costs discussed above. Gross
profit margin from equipment rental was also negatively impacted by the delay
of the industrial projects, which generally produce larger profit margins.
 
  Gross profit from equipment sales remained consistent, totaling $.8 million
for the quarters ended March 31, 1999 and 1998. As a percent of equipment
sales revenues, gross profit increased to 31.0% for the quarter ended March
31, 1999 as compared to 16.0% for the same period in the prior year. The
increase in the gross margin percentage was due to the sale of certain used
equipment during the quarter ended March 31, 1999, which generated unusually
large margins.
 
  Based on the foregoing, total gross profit remained relatively constant,
decreasing from $17.6 million for the quarter ended March 31, 1998 compared to
$17.4 million for the quarter ended March 31, 1999.
 
  Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $.2 million, or 2.1%, to $9.6 million for
the quarter ended March 31, 1999 compared to $9.4 million for the same period
in the prior year. As a percent of total revenues, selling, general and
administrative expenses remained relatively consistent, totaling 19.6% for the
quarter ended March 31, 1999 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) increased $.6
million, or 4.3%, to $14.5 million for the quarter ended March 31, 1999,
compared to $13.9 million for the same period in the prior year. EBITDA from
equipment rentals (as defined to equal revenues from equipment rentals, less
cost of equipment rentals, less selling, general and administrative expenses,
plus depreciation and amortization) increased $.9 million, or 6.6%, to $14.5
million for the quarter ended March 31, 1999, compared to $13.6 million for
the same period in the prior year. As a percent
 
                                      15
<PAGE>
 
of rental revenues, EBITDA from rental operations remained constant, totaling
31.3% for the quarter ended March 31, 1999, compared to 31.2% for the same
period in the prior year.
 
  Interest Expense. Interest expense increased $5.5 million, or 131.0%, to
$9.7 million for the quarter ended March 31, 1999 compared to $4.2 million for
the same period in the prior year. This increase reflected the higher level of
borrowings outstanding attributable to the Company's recapitalization
transaction consummated in July 1998 as well as the Company's continued
investment in rental equipment and the opening of new yards.
 
  Other (Income) Expense, Net. Other income decreased $.7 million, or 100.0%,
from $.7 million for the quarter ended March 31, 1998. This decrease is
primarily attributable to the sale of property and other asset dispositions
(excluding used rental equipment) in the quarter ended March 31, 1998, which
generated income of approximately $.6 million. No such asset dispositions
occurred during the quarter ended March 31, 1999.
 
  Net (Loss) Income: Net Income decreased $6.5 million, or 153.8%, to a net
loss of $2.0 million for the quarter ended March 31, 1999, compared to net
income of $4.5 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 for the quarter ended March 31,
1999 decreased from $2.1 million for the quarter ended March 31, 1998, to a
use of cash by operations of $7.6 million for the quarter ended March 31,
1999. This decrease was primarily the result of a decrease in net income as
well as an increase in accounts receivable and a decrease in certain
liabilities.
 
  During the quarters ended March 31, 1999 and 1998, the Company's principal
uses of cash for investing activities were for capital expenditures, including
expenditures for rental equipment. Total capital expenditures were $21.7
million and $22.1 million, respectively. Included in these totals were
expenditures for rental equipment totaling $19.4 million and $16.4 million,
respectively. These expenditures were made to increase the Company's total
investment in the rental fleet and to replace sold used rental equipment.
 
  Net cash provided by financing activities during the quarter ended March 31,
1999 was $33.3 million, an increase of 194.6%, compared to $11.3 million for
the quarter ended March 31, 1998. The increase in net cash provided by
financing activities was due to an increase in net borrowings to fund capital
expenditures.
 
  The Company has no long-term minimum purchase commitments for rental
equipment. Management has budgeted $85 million for gross fleet capital
expenditures for 1999, exclusive of acquisitions, to be used to replace rental
equipment sold as well as increases in the total investment in the fleet.
These expenditures will be offset by expected proceeds from the sale of used
equipment of approximately $25 million. The Company also expects to spend
approximately $8 million in 1999 on non-rental related capital expenditures
consisting of support equipment, buildings, land, furniture and fixtures and
machinery and tools. In addition to the budgeted capital expenditures, the
Company is currently considering several potential acquisitions. In the
quarters ended March 31, 1999 and 1998, the Company incurred 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 Recapitalization, 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 and
debt service requirements through cash flows generated from operations and
borrowings under the Senior Credit Facilities. The Senior
 
                                      16
<PAGE>
 
Credit Facilities consist of a $275.0 million, non-amortizing revolving Credit
Facility of which a net amount of $183.0 million was drawn at March 31, 1999,
and a $50.0 million non-amortizing Term Loan. Amounts under the Revolving
Credit Facility are 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.
 
  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, 1999, the Company and Holdings were in full
compliance with the financial covenants and expect to remain in compliance for
the foreseeable future, including with respect to the minimum interest
coverage ratio.
 
 Current Developments
 
  On March 31, 1999, the Company completed the purchase of all of the
outstanding common stock of Husky Crane, Inc. ("Husky Crane"), and certain
assets of Paradise Equipment Company, L.P. a limited partnership in which the
100% stockholder of Husky Crane is the majority partner, as well as certain
other assets owned personally by this stockholder. The purchase price
consisted of approximately $8.5 million cash at closing plus the assumption of
certain liabilities. Husky Crane operated two rental yards in California. The
Company used borrowings under its Revolving Credit Agreement to fund the
transaction.
 
Impact of Year 2000 Issue
 
  The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities.
 
  Based on prior assessments, the Company determined that its information
technology systems required modification or replacement of portions of
hardware and software so that those systems would properly utilize dates
beyond December 31, 1999. The Company utilized both internal and external
resources to reprogram, or replace, test and implement the software and
hardware for Year 2000 modifications. The total cost of the Year 2000 project,
which was completed in 1998, was approximately $650,000 and was funded through
operating cash flows. The majority of the costs incurred were capitalized.
With the completion of the Year 2000 project, management now believes that its
internal information technology systems are Year 2000 compliant.
 
  The Company is also evaluating the Year 2000 compliance programs of its
critical customers, suppliers and service providers in an attempt to determine
the adequacy of their programs in addressing the Year 2000 issue. A failure by
a critical supplier or group of critical customers could negatively impact
sales, profits and cash flows. The Company believes that the formulation of
contingency plans will help mitigate exposure and losses should such a failure
occur. Such risks are further mitigated by the Company's diverse customer
base. However, because the Company's overall Year 2000 compliance is
contingent upon the readiness of its critical vendors and customers, there can
be no assurance that the Company's Year 2000 compliance programs will
adequately address Year 2000 issues not under its direct control.
 
                                      17
<PAGE>
 
 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.
 
                                      18
<PAGE>
 
                                    PART II
 
ITEM 1. Legal Proceedings
 
  The Company is the defendant in a lawsuit by its former insurance carrier
who has asserted a claim for premiums allegedly due on a contract of insurance
in the amount of approximately $455,000. The Company has denied any liability
and intends to vigorously defend the claim.
 
  Additionally, the Company is the defendant in a lawsuit asserting breach of
contract and tort claims arising out of allegations the Company did not timely
deliver certain used equipment that the customer contracted to buy from the
Company. The Company has denied any liability and intends to vigorously defend
the claims.
 
  The Company is also the defendant in a lawsuit resulting from negotiations
in connection with a proposed acquisition in which the potential seller is
seeking contractual damages in the amount of $3 million plus other
consequential damages that may be proved at trial for breach of contract and
the confidentiality provisions in a letter of intent executed between the
parties. The Company has denied any liability and intends to vigorously defend
the claims.
 
  The Company is a party to a number of other 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
Predecessor Partners, as described below.
 
 Environmental, Health and Safety Matters
 
  The Company and its operations are subject to federal, state and local
environmental and occupational health and safety laws and regulations,
including laws and regulations governing petroleum storage, waste water
discharge, underground storage tanks, hazardous chemical reporting and
hazardous waste disposal. Based upon the findings of an environmental
assessment conducted in connection with the Recapitalization, the Company
believes it is in material compliance with such requirements. The Company
spent approximately $100,000 in 1998 to close and upgrade certain underground
storage tanks to comply with the U.S. EPA 1998 deadline for attaining certain
technical standards for such tanks. The Company does not anticipate any
material capital expenditures in 1999 for environmental controls. The
enactment of more stringent laws or regulations or stricter interpretation of
existing laws and regulations could require additional expenditures by the
Company, which could have a material adverse effect on the Company's business,
financial condition and results of operations.
 
  Like all businesses, the Company is subject to liability for the
investigation and remediation of environmental contamination (including
contamination caused by other parties) at the properties it owns or operates
and at other properties where the Company or its predecessors have arranged
for the disposal of hazardous substances. While management is not aware of any
current matters, there is no assurance that the Company will not be subject to
such matters in the future, and the amount of such liability could have a
material adverse effect on the Company's business, financial condition and
results of operations.
 
 The Company is currently investigating and delineating soil and groundwater
contamination at its Savannah, Georgia location that resulted from former
gasoline underground storage tanks that were removed in 1994. These activities
are being conducted under the oversight of the Georgia Department of Natural
Resources. Following delineation, either active remediation or continued
monitoring of contamination will likely be required. The cost of such work is
not yet known, but the Company expects that it will receive reimbursement for
such costs from the Georgia Underground Storage Tank Trust Fund. To date, the
Company has been approved for reimbursement
 
                                      19
<PAGE>
 
for $80,000 to delineate the contamination. The reimbursement limit under the
Trust Fund is $1 million. The Company believes that it is unlikely that its
costs will exceed the reimbursement limit.
 
 Recapitalization
 
  In connection with the Recapitalization, the Predecessor Partners have
agreed to indemnify the Company for matters that breach certain
representations and warranties set forth in the Recapitalization Agreement.
Such indemnification is limited to claims submitted within four years
following the Recapitalization, subject to a $1.6 million deductible and a $16
million cap, when aggregated with other indemnified matters. There can be no
assurance that the Predecessor Partners will have the ability to fulfill their
indemnification obligations if called upon to do so by the Company.
 
 Sales and Use Tax
 
  The Company is currently under audit for certain state and local sales and
use tax liabilities and has received a proposed assessment from a local taxing
authority in the amount of $8.6 million. Upon review of this assessment,
management has identified a significant amount it believes was calculated by
assessing duplicate tax on specific cranes. The Company has recorded a
liability of approximately $3.2 million at December 31, 1998 and March 31,
1999, for such tax liabilities. Management is presently negotiating its
liability with the respective local taxing authority and believes there is a
reasonable possibility that the final tax assessment may exceed the amount
presently recorded.
 
ITEM 5. Other Information
 
  On April 29, 1999, Mr. Ray G. Anthony resigned his positions as chairman of
the board of managers of ACR Management, L.L.C., the general partner of
Holdings, and CEO of Holdings and the Company. The Company gratefully
acknowledges the crucial role Mr. Anthony has played in creating, building and
sustaining Anthony Crane Rental over the past 30 years. The management team
and the board of managers are pleased to accept his ongoing guidance as a
member of the board and wish him the best of luck in his new endeavors.
 
  On that date, Mr. Anthony and certain other parties entered into a
Resignation and Amendment Agreement. Pursuant to the agreement, Mr. Anthony
resigned as an employee and retained his membership on the board of managers.
In addition, pursuant to the agreement, the Predecessor Partners were paid
$1.3 million, representing an adjustment to the distribution amount paid in
connection with the Recapitalization, and $3.8 million of proceeds escrowed in
connection with the Recapitalization were released to the Predecessor
Partners.
 
ITEM 6.
 
A.  INDEX TO EXHIBITS
 
  10.1 Resignation and Amendment Agreement dated April 29, 1999 by and among
       Anthony Crane Rental, L.P., Anthony Crane Rental Holdings, L.P., ACR
       Management, L.L.C., Bain/ACR, L.L.C., Dave Mahokey, Al Bove, Arthur
       Innamorato, Ray G. Anthony, Anthony Iron and Metal Company, Anthony
       Crane Rental, Inc., Anthony Crane Rental of Texas, Inc., Anthony Crane
       Rental of Georgia, Inc., ACR Acquisitions, Inc. and William B. Kania,
       in his capacity as the Current Owner Representative.
 
B. REPORTS ON FORM 8-K
 
  None
 
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<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 West Mifflin, State of Pennsylvania, on May 14, 1999.
 
                                       ANTHONY CRANE RENTAL HOLDINGS, L.P.
 
                                       By: /s/ David W. Mahokey
                                         ---------------------------------
                                            David W. Mahokey
                                           Chief Operating 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
May 14, 1999.
 
                                         /s/ Dale A. Buckwalter
                                         ---------------------------------
                                            Dale A. Buckwalter
                                           Chief Financial Officer
                                           (principal financial and accounting
                                           officer)
 
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