<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

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

    For the fiscal year ended September 30, 2000
                              --------------------------------------------------
                                       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 No. 0-27738
                       ---------------------------------------------------------

                                     THE JPM COMPANY
             (Exact name of registrant as specified in its charter)

    Pennsylvania                                             23-1702908
   ----------------------------------------------      -------------------------
   (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                    Identification Number)

   155 North 15th Street, Lewisburg, Pennsylvania             17837
   ----------------------------------------------      -------------------------
   (Address of principal executive offices)                 (Zip Code)

   Registrant's telephone number, including area code: (570) 524-8225
                                                      --------------------------

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

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

                        Common Stock, $.000067 par value

Indicate by check mark whether  Registrant (1) has filed all reports required to
be filed by section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES_X NO _

As of January 15, 2001,  7,400,286 shares of Common Stock of the Registrant were
outstanding,  and  the  aggregate  market  value  of  the  Common  Stock  of the
registrant  as of that date,  as computed by reference to the last trading price
of such stock,  excluding outstanding shares beneficially owned by directors and
executive officers, was approximately $5,779,000.

Portions  of the  proxy  dated  January  31,  2001  for the  Annual  Meeting  of
Shareholders  to be held on March 6,  2001 (the  "2001  Proxy  Statement"),  are
incorporated  by reference into Part III of this Report,  to the extent specific
pages are referred to herein.

Indicate by check mark if disclosure of delinquent  filers  pursuant to item 405
of 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-K or any
amendment to this Form 10-K. [ ]

<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

(a)      General Development of the Business.

The  JPM  Company  (the  "Company")  was  organized  September  30,  1968  as  a
recapitalization  of a company  originally  founded  in 1949 by Jay P.  Mathias,
father of the current  Chairman of the Board of  Directors  and Chief  Executive
Officer,  John H. Mathias and the current Vice Chairman, James P.  Mathias.  The
Company is an independent  manufacturer  of cable  assemblies and wire harnesses
for original equipment manufacturers ("OEMs") and contract manufacturers ("CMs")
in the telecommunications,  networking, computer and business automation sectors
of the global electronics industry.

The Company is headquartered in Lewisburg,  Pennsylvania and operates facilities
in  Lewisburg  and  Beaver   Springs,   Pennsylvania;   San  Jose,   California;
Leuchtenberg,  Germany; Bela, Czech Republic;  Guadalajara,  Mexico; Toronto and
Calgary, Canada; and Sao Paulo, Brazil.

In June 1997, the Company merged with Denron, Inc. ("Denron"), a manufacturer of
cable  assemblies and wire harnesses in San Jose,  California,  in a transaction
accounted for as a pooling of  interests,  by issuing  791,170  shares of Common
Stock in exchange for all of the outstanding stock of Denron. This 10-K reflects
all historical and current information of the combined companies.

In August 1997, the Company,  through its  subsidiaries  JPM Deutschland and JPM
Czech   Republic,   acquired   substantially   all  of  the   assets   of  Corma
Elektrotechnische  Productions GmbH, Leuchtenberg,  Germany and Corma spol s. r.
o., Bor,  the Czech  Republic  (collectively  "Corma") for cash in the amount of
approximately $1,700,000.

In June 1998,  the Company  purchased  all of the  outstanding  common  stock of
Antrum  Interface 725, Ltd.  ("Antrum"),  a manufacturer of cable assemblies and
wire  harnesses  with  facilities  in  Toronto  and  Calgary,  Canada  for  cash
consideration of  approximately  $16,500,000.  Additional cash  consideration of
$4,500,000 was paid in September 2000 pursuant to an earn out arrangement in the
stock purchase agreement.

In November  1998,  the Company  purchased  60% of AF  Datalink  Equipmentos  de
Telecomunicacaoes,  Ltda., a manufacturer of cable assemblies and wire harnesses
in Sao Paulo,  Brazil for  $6,000,000 in cash,  $2,000,000  notes payable in one
year and 256,000 shares of JPM stock worth $2,500,000 at the time of purchase.

(b) Financial Information About Industry Segments.

All revenue of the Company is  generated  from a single  business  segment:  the
manufacture of cable assemblies and wire harnesses.

(c) Narrative Description of Business.

The Company is a leading  independent  manufacturer of cable assemblies and wire
harnesses for OEMs and CMs in the telecommunications,  networking,  computer and
business  automation  sectors of the global  electronics  industry.  The Company
manufactures a wide spectrum of products which transfer power or transmit voice,
data or video  within the OEMs' or CMs'  equipment  or to external  connections.
Principal  applications of the Company's  products include  computers,  computer
peripherals,  network routers and switches,  self-service  terminals  (including
automatic teller machines), PBX switching equipment,  cellular digital switching
equipment,  industrial controls and medical electronic equipment.  Substantially
all of the Company's  business is contract  manufacture of cable  assemblies and
wire harnesses. By integrating its design and engineering  capabilities with its
customers' product development  activities,  the Company customizes its products
to satisfy its customers' particular needs in a price-competitive manner.

Consistent with its marketing  strategy,  a substantial portion of the Company's
products are sold to a limited number of customers. The Company's strategy is to
focus on industry leaders in the  telecommunications,  networking,  computer and
business  automation  markets  with  whom  it can  develop  mutually  beneficial
relationships.  The Company  continuously seeks to expand the number of products
it supplies to existing customers,  as well as to develop similar  relationships
with selected new OEM or CM customers  within its targeted  markets.  Because of
the  complexity  of these  relationships,  sales  cycles can be long,  sometimes
taking up to 18 months or more to develop.  The Company's  operating results can
fluctuate  significantly  both  annually  and  quarterly  because of  customers'
product life cycles and new product introductions by new and existing customers.

To reduce costs, enhance  responsiveness to customers and improve  manufacturing
processes and systems,  the Company  streamlined  its  management  structure and
achieved  ISO  9002   certification   in  its   Pennsylvania,   and   California
manufacturing  facilities  during  fiscal 1993 and 1994.  In addition,  in those
years the Company  implemented a training program designed to provide technical,
quality and problem-solving skills to all employees and to upgrade and to expand
the Company's  management  information  systems. All of the Company's subsequent
acquisitions have also been ISO 9001 or 9002 certified and implemented  training
programs as described above.

(d) Manufacturing.

The Company  manufactures  substantially all of its products on a build-to-order
basis and to the forecasts of its customers.  The Company operates manufacturing
facilities in Lewisburg and Beaver Springs,  Pennsylvania;  Toronto and Calgary,
Canada; San Jose, California;  Guadalajara, Mexico; Sao Paulo, Brazil; and Bela,
Czech Republic and has  manufacturing  services  arrangements  with companies in
Taipei,  Taiwan;  Northern  Ireland and in the  People's  Republic of China.  In
October 2000, the Company closed its manufacturing  facility in Columbus,  Ohio.
In November  2000, the Company made the decision to cease  manufacturing  at the
San Jose  facility  and convert that site to a sales,  distribution  and product
development  facility.  Also in November 2000, the Company  entered into a lease
agreement  to expand its  manufacturing  space in Toronto from 45,000 sq. ft. to
120,000 sq. ft. The new facility is expected to be  operational in January 2001.
During  1999,  the  Company  increased  its  manufacturing   capacity  with  the
construction of new production  facilities in Bela,  Czech Republic  (40,000 sq.
ft.)  and   Guadalajara,   Mexico  (60,000  sq.  ft.).  Each  of  the  Company's
manufacturing facilities is capable of producing most of the Company's products.
During 1999, the Company initiated projects to add new production capabilites at
its Beaver Springs and Guadalajara  manufacturing facilities. In Beaver Springs,
the Company  installed  equipment for the  production of single mode fiber optic
cable.  This project was  operational  during fiscal 2000. In  Guadalajara,  the
Company  implemented  the  production of high  performance  copper  cable.  This
project  was  completed  during 2000 and the  Company  commenced  the process of
obtaining UL and customer approvals.  This program is expected to be operational
during the year ended September 30, 2001. The Company  maintains rapid prototype
capabilities  at each of its  plants for  designing  and  developing  customized
products for its customers.

The vast majority of the Company's  products are manufactured by  cross-trained,
customer-focused  teams  working in cells or on  continuous  flow  manufacturing
lines.  This team approach  enhances  quality,  responsiveness  and flexibility,
permitting the Company to meet customer  requirements for shorter lead times and
greater  scheduling   flexibility.   The  teams  support  customer  just-in-time
inventory shipment requirements, including bin replenishment programs, and allow
direct  shipments to  installation  sites with cables packed in order of use for
ease of installation.  Each team prioritizes its own workload,  balancing issues
of  set-up,  economic  lot  sizing,  operator  skills  availability,   equipment
scheduling  and  material  availability  with  customer  delivery  requirements.
Cross-training  of employees is an integral  feature of this team approach.  All
members of the production teams receive quality skills training  focusing on the
benefits  of  statistical  process  control  techniques  that may be  applied on
critical  processes in their  respective work areas.  Manufacturing  engineering
teams also evaluate process  capabilities  through statistical data analysis and
capability studies.

The Company emphasizes quality assurance systems throughout its operations. Each
facility is Underwriters'  Laboratory listed, approved by the Canadian Standards
Association and ISO 9000 certified by an independent accreditation organization.
ISO 9000 is part of a standard  developed by the International  Organization for
Standardization,  a worldwide  federation  of national  standards  bodies  which
establishes a framework for structuring and documenting operations.

The Company is subject to a variety of foreign,  federal,  state and local laws,
rules and regulations  relating to, among other things, the health and safety of
its work force,  and the  environmental  standards  pertaining to air emissions,
discharges,  handling, storage, and transportation of waste and other materials.
The Company believes that it is currently in compliance in all material respects
with such laws, rules and regulations.

(e) Marketing.

The  Company's  sales and  marketing  efforts  are  focused on  identifying  and
satisfying customer needs and supporting the customer relationship on an ongoing
basis.  The  Company's  sales and  marketing  efforts  are  focused on its major
customers through its Global Business  Development Group and its Global Business
Directors. The Company seeks to develop extensive working relationships with its
customers  through customer focus teams comprised of sales,  quality  assurance,
engineering,  purchasing,  and  manufacturing  personnel  and  customer  service
specialists  working  collectively  to  focus  on  customer   satisfaction.   To
strengthen its market  penetration and customer  relationships in key geographic
regions,  the Company  establishes  customer support teams,  consisting of sales
personnel,  design  engineers  and  production  planners.  The teams  enable the
Company to assist  customers in the design and redesign of cable  assemblies and
wire harnesses and provide additional  production  planning and control services
at  the  customer's  site,  thereby  reinforcing  and  enhancing  the  Company's
responsiveness to the customer's needs and providing a greater level of support.

The Company's sales cycle with respect to new customers  normally is an extended
process  pursuant  to which the OEM or CM  qualifies  the Company as a supplier.
This  process  typically  involves  exchanges  of  information  through  written
surveys, presentations,  site visits, formal audits, sample quotations and first
piece builds.  At the same time,  the Company  conducts  research  regarding the
OEM's and CM's  organization and seeks to establish  contacts at multiple levels
within that organization. This cycle can take 18 months or more from the initial
contact to the first production order. For existing customers, the Company seeks
to expand its sales through multi-level  relationships with design engineers and
other  decision-makers  within the OEM's or CM's  organization.  During 1999 and
2000,  the Company  increased  its  engineering  staff and  expanded its product
development  efforts to provide solutions to customer  requirements and maximize
use of the Company's  intellectual  property. The Company filed its first patent
application in October 1999.

The  Company's  sales  and  marketing  programs  are  directed  by  Senior  Vice
Presidents of Global Business  Development who are responsible for the growth of
the customer base and acquisition of new customers. They manage sales executives
who are  responsible  for the growth  and  support of  individual  customers  or
industry  segments.  The sales  executives  are  supported  by customer  service
specialists in the Company's nine  manufacturing  facilities and application and
design engineers who provide product  development and design engineering support
locally to the Company's customers.

During the fiscal year ended September 30, 2000, sales of the Company's products
to Nortel,  IBM,  Hewlett-Packard  and Lucent represented 35%, 13%, 10% and 10%,
respectively,  of the  Company's  total  sales.  During  the  fiscal  year ended
September  30,  1999,   sales  of  the  Company's   products  to  Nortel,   IBM,
Hewlett-Packard and Lucent represented 28%, 14%, 11% and 11%,  respectively,  of
the  Company's  total sales.  During the fiscal year ended  September  30, 1998,
sales of the  Company's  products to Nortel,  IBM,  Hewlett-Packard  and Diebold
represented  21%, 16%, 13% and 11%  respectively,  of the Company's total sales.

During   the   last   three   fiscal   years,   sales   to   customers   in  the
telecommunications,  networking, computer and business automation sectors of the
global  electronics  industry  represented  the  following  percentages  of  the
Company's net sales:
<TABLE>
                              2000          1999           1998
                             ------        ------         ------
<S>                           <C>           <C>            <C>
Telecommunications            49%            43%            35%
Computer                      34%            39%            41%
Networking                     4%             5%             9%
Business Automation           13%            13%            15%
                             ------        ------         ------
                             100%           100%           100%
</TABLE>

(f) Competition.

The  Company  operates  in an  international  market  characterized  by  intense
competition.  While the  Company  does not believe  that any of its  competitors
provides the breadth of product  line and  services  with the quality and at the
prices offered by the Company,  competition  within  particular  portions of the
Company's  business  comes  from a broad  range  of  companies.  Several  of the
Company's competitors are much larger and have greater financial, management and
marketing   resources  than  the  Company.  In  addition  to  other  independent
manufacturers of cable assemblies and wire harnesses,  the Company's competitors
include contract  manufacturers and  manufacturers  who are primarily  connector
manufacturers  and  who  compete  primarily  on  the  basis  of  having  certain
proprietary connector  technology.  Competition within the industry is primarily
based on the  combination of price,  quality,  production  capacity,  breadth of
product  line,   engineering  support  capability,   local  support  capability,
delivery, packaging, systems support and financial strength.

(g) Backlog.

The  Company   estimates  its  backlog  at  September  30,  2000  and  1999  was
approximately  $85,469,001  and  $68,718,000  respectively.  In addition to firm
orders,  the  Company  includes in its backlog  non-binding,  extended  purchase
orders and contractual  arrangements in which final  authorization  and shipment
dates have not yet been specified.  Substantially  all of the September 30, 2000
backlog is expected to be shipped  during the following  six months.  Because of
customers' and the industry's  movement to  just-in-time  and pull systems,  the
Company's  backlog at any particular date is not necessarily  representative  of
the Company's level of business to be expected in the ensuing period.

(h) Employees.

As of  September  30,  2000,  the  Company  had  approximately  3,692  full-time
employees,   including   approximately  2,876  production   operators,   403  in
engineering and other manufacturing support functions, 145 in executive, finance
and administrative  functions,  75 in sales and customer service functions,  and
193 in  materials  management  functions.  The  Lewisburg,  Guadalajara,  Beaver
Springs, Columbus,  Toronto, Calgary, San Jose, Bela, Leuchtenberg and Sao Paulo
facilities have  approximately 591, 1,641, 329, 65, 509, 81, 212, 162, 15 and 85
full-time employees,  respectively.  At the Guadalajara facility,  approximately
108   full-time  and  642   temporary   production   employees  are  members  of
Confederacion de Trabajadores  Mexicanos (the  Confederation of Mexican Workers)
and  are  covered  by a  collective  bargaining  agreement  that  is  negotiated
annually. None of the Company's other employees are union members or are covered
by a  collective  bargaining  agreement.  The  Columbus  facility  was closed in
October  2000.  The  Company  has  never  experienced  a labor  strike  or other
labor-related work stoppage. Periodically, during times of increased production,
the Company employs temporary employees,  who may constitute 10-25% of the total
employees at a facility.  The Company considers its relations with its employees
to be good.

(i) Proprietary Information.

The Company relies on trade secrets and other unpatented proprietary information
in its  operations.  While the Company  believes that it has  developed  certain
proprietary  production methods,  there can be no assurance that others will not
develop  similar or better  methods.  The Company's  senior  management  and all
employees   involved  in  product  design  and  development  have  entered  into
confidentiality  agreements, and the Company seeks to enter into such agreements
with its  customers  and  suppliers  as it deems  appropriate.  There  can be no
assurance,  however, that such agreements will effectively prevent disclosure of
the Company's confidential information.

ITEM 2. PROPERTIES
<TABLE>
<CAPTION>
                                                        Floor Space                     Mortgage      Lease
Facility Location                       Type              Sq. Ft.    Own/Lease           Amount     Expiration
<S>                          <C>                             <C>                     <C>          <C>
Airdrie, Canada               Manufacturing                   17,600 Lease         $               Feb. 2003
Beaver Springs, PA            Manufacturing                   75,000 Own                 963,000          -
Bela, The Czech Republic      Manufacturing                   40,000 Own                   -              -
Columbus, Ohio                Manufacturing                   12,000 Lease                 -     Closed Dec. 2000

Guadalajara, Mexico           Manufacturing                   63,000 Lease                 -        Aug. 2008
Guadalajara, Mexico           Manufacturing                   40,000 Lease                 -         May 2003
Guadalajara, Mexico           Manufacturing                   40,000 Lease                 -       April 2001
Guadalajara, Mexico           Manufacturing                   23,000 Lease                 -        Oct. 2002
Guadalajara, Mexico           Manufacturing                   42,000 Lease                 -        Nov. 2003
                                                            --------
  Total Guadalajara                                          208,000

Lewisburg, PA                 Corporate Office                35,000 Own               2,338,000       -
Lewisburg, PA                 Manufacturing                  100,000 Own                 299,000       -
                                                            --------
  Total Lewisburg                                            135,000

Leuchtenberg, Germany         Office & Warehouse               6,000 Lease                 -       Mar. 2004

San Jose, CA                  Office, Warehouse               40,000 Lease                 -       June.2002
San Jose, CA                  Warehouse                        7,200 Lease                 -      Sept. 2002
                                                            --------
   Total San Jose                                             47,200

Sao Paulo, Brazil             Manufacturing                   15,000 Lease                 -       Nov. 2001
Singapore                     Office & Warehouse               4,000 Lease                 -       Nov. 2002
Toronto, Canada               Manufacturing                   45,000 Own                 586,000       -
                                                            --------
                                Total                        604,800
</TABLE>

The  Company's  facilities  are ISO 9002  certified  with the  exception  of the
Germany  and Czech  Republic  facilities  which are ISO 9001  certified  and the
Columbus,  OH facility,  which was closed in December 2000. In January 2001, the
Company ceased  manufacturing  operations at its San Jose facility and converted
the location to a sales, distribution and product development facility. Although
management of the Company believes that its facilities are currently adequate to
meet its requirements, the Company may require additional manufacturing capacity
depending upon its future rate of growth.


ITEM 3. LEGAL PROCEEDINGS

The  Company  is not a party  to any  material  legal  proceedings  nor,  to the
Company's knowledge, is any material legal proceeding threatened.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
COMMON STOCK PRICE RANGE

The  Company's  Common  Stock is listed on The NASDAQ  Stock  Market's  National
Market  ("NASDAQ")  and trades  under the symbol  "JPMX".  The  following  table
presents  the high and low  closing  prices for the Common  Stock for the fiscal
year ended  September 30, 2000 and for the fiscal year ended September 30, 1999,
as reported by NASDAQ.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED 2000                           HIGH              LOW
<S>                                             <C>              <C>
First Quarter                                 $   9.00       $     6.06
Second Quarter                                   12.69             7.88
Third Quarter                                     8.50             4.81
Fourth Quarter                                    6.88             4.09


FISCAL YEAR ENDED 1999

First Quarter                                 $  16.25       $     4.75
Second Quarter                                   15.00            10.88
Third Quarter                                    13.41             9.50
Fourth Quarter                                   13.81             6.50
</TABLE>

On  December  11,  2000 there were  approximately  251  holders of record of the
Company's Common Stock and approximately 2,707 beneficial holders.

DIVIDEND POLICY

The Company has never paid dividends on shares of its Common Stock.  The Company
intends  to  retain  future  earnings  for  use in its  business  and  does  not
anticipate paying cash dividends on its Common Stock in the foreseeable  future.
The payment of dividends in the future,  if any, will be determined by the Board
of  Directors  of  the  Company  and  will  depend  on the  Company's  financial
condition, results of operations, capital requirements and such other factors as
the Board of Directors deems relevant.
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

The following  table  summarizes  selected  consolidated  financial  data of the
Company for each fiscal year of the five year period ended  September  30, 2000,
and should be read in conjunction with "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations" and the  Consolidated  Financial
Statements included elsewhere herein.

<TABLE>
<CAPTION>
 Operating Statement Data:
(IN THOUSANDS, EXCEPT PER SHARE AND PERCENTAGE AMOUNTS)

                                                                            FISCAL YEAR ENDED SEPTEMBER 30
                                                            2000        1999        1998      1997       1996
<S>                                                         <C>          <C>        <C>        <C>         <C>
Net sales                                                  $173,685     $166,314   $128,351  $112,787    $85,516
Gross profit                                                 12,696       27,802     21,138    23,537     14,706
Income (loss) from operations                                (9,366)      12,881      5,977    12,853      6,900
Net income (loss)                                           (18,821)       5,296      2,570     7,329      3,083
Net income (loss) as a % of sales                           (10.84%)        3.18%      2.00%     6.50%      3.60%
Net income (loss) applicable to common stock               ($18,821)      $5,296     $2,570    $7,329     $2,943
Basic net income (loss) per common share                     ($2.55)       $0.72      $0.37     $1.07      $0.51
Diluted net income (loss) per common share                   ($2.55)       $0.70      $0.35     $0.97      $0.48
Weighted average common shares outstanding (Diluted)          7,376        7,588      7,423     7,538      5,683
</TABLE>

<TABLE>
<CAPTION>

Balance Sheet Data:
                                                                                     SEPTEMBER 30,
                                                                2000         1999       1998       1997       1996
<S>                                                              <C>          <C>       <C>         <C>        <C>

Working capital                                               $ 36,642      $36,292    $35,392    $12,612    $10,206
Total assets                                                   131,964      124,560     89,021     54,130     39,862
Short-term debt                                                  3,931        2,744        834      9,699      2,169
Long-term debt                                                  73,602       53,100     42,193      2,805      3,264
Shareholders' equity                                            18,722       38,873     30,762     28,231     19,927
</TABLE>


<PAGE>

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

RESULTS OF OPERATIONS

OVERVIEW

The Company is a leading  independent  manufacturer of cable assemblies and wire
harnesses for OEMs and CMs in the telecommunications,  networking,  computer and
business  automation  sectors of the global  electronics  industry.  The Company
manufactures a wide variety of products which transfer power or transmit  voice,
data or video  within  the  customers'  equipment  or to  external  connections.
Principal  applications of the Company's  products include  computers,  computer
peripherals,  network routers and switches,  self-service  terminals  (including
automatic teller machines), PBX switching equipment,  cellular digital switching
equipment,  industrial controls and medical electronic equipment.  Substantially
all of the Company's  business is contract  manufacture of cable  assemblies and
wire harnesses. By integrating its design and engineering  capabilities with its
customers' product development  activities,  the Company customizes its products
to satisfy its customers' particular needs in a price-competitive manner.

Consistent with its marketing  strategy,  a substantial portion of the Company's
products are sold to a limited number of customers. The Company's strategy is to
focus on industry leaders in the  telecommunications,  networking,  computer and
business  automation  markets  with  whom  it can  develop  mutually  beneficial
relationships.  The Company  continuously seeks to expand the number of products
it supplies to existing customers,  as well as to develop similar  relationships
with selected new OEM and CM customers within its targeted markets.  Because of
the  complexity  of these  relationships,  sales cycles can be  extremely  long,
sometimes  taking up to 18 months or more to develop.  The  Company's  operating
results can  fluctuate  significantly  both  annually and  quarterly  because of
customers' product life cycles and new product introductions by new and existing
customers.

The Company's  gross margins are mainly impacted by new customer and new product
start-up costs, raw material  acquisition  costs,  product mix and manufacturing
productivity.  New  customer and product  start-up  costs,  which are  typically
incurred and expensed prior to the  recognition of associated  revenue,  include
engineering  costs related to product and process  development,  manufacture and
approval of prototypes and training of production employees.

The following table presents, in thousands of dollars and as a percentage of net
sales, certain selected consolidated financial data for each of the three fiscal
years completed September 30, 2000, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                              FISCAL YEAR ENDED
(in thousands of dollars)                                       2000         1999       1998        2000       1999       1998
<S>                                                              <C>          <C>       <C>          <C>        <C>        <C>
Net sales                                                     $173,685     $166,314   $128,351     100.0%     100.0%     100.0%
Cost of sales                                                  160,989      138,512    107,213       92.7       83.3       83.5
                                                         -----------------------------------------------------------------------
Gross profit                                                    12,696       27,802     21,138        7.3       16.7       16.5
Selling, general and administrative expenses                    19,532       14,743     13,349       11.2        8.9       10.4
Write down of impaired assets                                    2,530            0          0        1.5        0.0        0.0
Costs related to cancelled secondary                                 0            0        400        0.0        0.0        0.3
Costs related to the shut down of SC                                 0          178      1,412        0.0        0.1        1.1
                                                         -----------------------------------------------------------------------
                                                                22,062       14,921     15,161       12.7        9.0       11.8
Income (loss) from operations                                   (9,366)      12,881      5,977       (5.4)       7.7        4.6
Interest expense                                                (6,983)      (3,912)    (1,753)      (4.0)      (2.4)      (1.4)
Other income (expense)                                            (397)           9         72       (0.2)       0.0        0.1
                                                         -----------------------------------------------------------------------
Income (loss) before taxes and minority interest              ($16,746)      $8,978     $4,296       (9.6%)     5.3%       3.3%
                                                         =======================================================================
</TABLE>


<PAGE>
COMPARISON OF FISCAL YEAR 2000 WITH FISCAL YEAR 1999
(Amounts in thousands)

Net sales for fiscal 2000  increased by $7,371,  or 4.4%,  as compared to fiscal
1999.  The increase  was  attributable  to  increased  sales to customers in the
telecommunications  market partially offset by reduced sales to customers in the
computer  market.  The amount of the  Company's  sales to its  customers  in the
computer  market is directly  affected by the timing of the  introduction of new
products by the customers and the product life cycle of the customers' products.

Gross profit decreased by $15,106, or 54.3% in fiscal 2000 as compared to fiscal
1999.  Gross  profit  was  7.3%  and  16.7%  of net  sales  in  2000  and  1999,
respectively.

The  decrease in gross  profit as a percentage  of sales was  attributable  to a
number of factors including: (a) the commencement of operations at new plants in
Mexico and the Czech Republic; (b) management transitions at several significant
plants during fiscal 2000; (c)  implementation  of enterprise  resource planning
systems  in  Mexico  and San  Jose,  and (d) a change  in  significant  customer
programs from a build-to-order to build-to-forecast  supply replenishment model.
These factors resulted in operational inefficiencies contributing to lower gross
margins. The combination of new computer systems, new operational management and
a rapidly changing supply chain process caused inventory and accounts receivable
levels to increase during the year. The Company  recorded  expenses of $3,573 in
2000 associated with increased inventory valuation reserves.  Increased sales to
contract manufacturers rather than original equipment  manufacturers resulted in
pricing pressures further reducing the gross margins.

In addition,  the market and customer demand shift resulted in increased  demand
at the Company's higher cost Canadian and United States operations and available
capacity at the  Company's  lower cost  Mexican  facilities.  As a result of the
capacity imbalance, the Company incurred costs associated with product transfer,
hiring and training new employees,  increased  overtime and expedited  logistics
expenses that had a negative impact on gross profit during 2000.

Selling,  general and administrative ("SG&A") expenses for fiscal 2000 increased
$4,789,  or 32.5%, as compared to fiscal 1999. The increase in dollars in fiscal
2000 was primarily  attributable to increased  accounts  receivable  reserves of
$1,268, and increased professional fees and personnel costs.

Fiscal  2000  included a charge of $2,530 for the  write-down  of the  Company's
investment in the PeopleSoft Global Manufacturing System implementation costs as
a result of the decision to cease manufacturing at its San Jose facility. Fiscal
1999 included a charge of $178 for additional  plant shutdown expense related to
the South Carolina manufacturing facility.

Interest  expense for fiscal 2000  increased  $3,071,  or 78.5%,  as compared to
fiscal 1999. The increase is primarily attributable to the borrowings related to
funding the operating  losses and increases in working  capital during the year,
combined with higher interest rates in fiscal 2000.

The Company had an income tax  provision of $1,342  despite a loss before income
taxes of $16, 746 due to tax provisions  required on certain  profitable foreign
operations and the provision of a valuation  allowance  against certain deferred
tax assets.

COMPARISON OF FISCAL YEAR 1999 WITH FISCAL YEAR 1998

Net sales for fiscal 1999 increased by $37,963,  or 29.6%, as compared to fiscal
1998. This increase was primarily the result of the inclusion of sales of Antrum
Interface 725, Ltd.  ("Antrum")for  the whole year in fiscal 1999 as compared to
the period in fiscal  1998  subsequent  to its  acquisition  in June  1998;  the
inclusion of 11 months of sales of AF Datalink  Equipamentos de Telecomunicacao,
Ltda.  ("Datalink"),  which was acquired in November 1998;  and increased  sales
growth from increased volumes with existing  customers.  The additional sales of
the acquisitions amounted to $26,806 in fiscal 1999. However,  since the Company
determines  the site to  manufacture  products for its  customers on a worldwide
basis,  this  increase  in sales also  reflects  a portion  of sales,  and gross
margins,   transferred  to  the  acquired   operations  from   pre-existing  JPM
operations.

Gross profit increased by $6,664, or 31.5%, in fiscal 1999 as compared to fiscal
1998.  Gross  profit  was  16.7%  and  16.5%  of net  sales  in 1999  and  1998,
respectively.

<PAGE>
Gross profit as a  percentage  of net sales in 1999 was  negatively  impacted by
costs associated with product  realignment  between the Company's  manufacturing
facilities  during  the  fiscal  year and  reduced  revenues  during  the fourth
quarter.  The Company  maintained  personnel  and other costs  during the fourth
quarter  despite  the reduced  revenues,  to maintain  production  capacity  for
increased demand in the first quarter of fiscal 2000.

Selling,  general and administrative ("SG&A") expenses for fiscal 1999 increased
$1,394,  or 10.4%, as compared to fiscal 1998. The increase in dollars in fiscal
1999 was primarily attributable to increased goodwill amortization and personnel
costs.  The decrease in SG&A as a percentage  of net sales was  primarily due to
greater absorption of SG&A as a result of increased sales.

SG&A  expenses  for fiscal 1999  include a charge of $178 for  additional  plant
shutdown expense related to the South Carolina manufacturing facility. The plant
shutdown  expense for fiscal 1998 was $1,412.  SG&A expenses in fiscal 1998 also
include $400 in expenses related to the Company's  cancelled  secondary offering
of common stock.

Interest  expense for fiscal 1999 increased  $2,159,  or 123.2%,  as compared to
fiscal 1998.  The  increase is  primarily  attributable  to  borrowings  for the
acquisitions of Antrum in June 1998 and Datalink in November 1998,  construction
financing for new manufacturing facilities in the Czech Republic and Mexico, new
ERP system and  borrowings  related to  increases  in  accounts  receivable  and
inventory.

The Company's effective income tax rate for fiscal 1999 was 36.1% as compared to
40.2% for fiscal 1998.  The  decrease in the  effective  tax rate was  primarily
attributable to increased  profits from the Company's  foreign  operations which
are taxed at rates lower than combined federal and state income tax rates in the
United States,  partially  offset by an increase in  non-deductible  charges for
goodwill amortization.

Net income for fiscal 1999 increased  $2,726, or 106.1%, to $5,296, or $0.70 per
diluted share, as compared to net income of $2,570,  or $0.35 per diluted share,
in fiscal 1998.  The increase is the result of the increased  revenues in fiscal
1999 and pre-tax  charges of $1,812 in fiscal 1998 related to the closing of the
South Carolina manufacturing facility and cancelled secondary offering.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities during 2000, primarily to fund losses, was
$13,593. Net cash provided by operating  activities in 1999 was $6,259.  Working
capital at September  30, 2000 was $36,642,  as compared to $36,292 at September
30,  1999.  During  2000 and 1999,  the  Company  expended  $6,391 and  $10,610,
respectively,  for capital  expenditures mostly for new facilities and machinery
and equipment in Mexico and the Czech Republic.

Effective  September 16, 2000,  the Company  amended its bank  revolving line of
credit to increase the facility by $5,000 to a total of $75,000.  This amendment
also waived any loan defaults  existing at the time and accelerated the due date
of all outstanding funds to December 31, 2000.  Borrowings are collateralized by
substantially all of the Company's assets.  The interest rate on the line is the
bank's prime  lending  rate,  9.5% at September  30, 2000,  plus 3.0% or a LIBOR
based  rate,  approximately  6.62%  at  September  30,  2000,  plus  3.75%.  The
commitment fee on the unused portion of the line is 0.5%. At September 30, 2000,
the Company had $4,540  available under the bank agreement and was in compliance
with all provisions of its loan agreement. The weighted average interest rate at
September  30,  2000,  on  outstanding  borrowings  under the line of credit was
10.66%.

On December 22, 2000 and January 23, 2001, the Company  further amended its loan
agreement.  These  amendments  extend the due date of all  outstanding  funds to
December 31, 2001, and include an interest rate at the banks' prime lending rate
plus 1.0% or, at the  Company's  election,  a LIBOR  based rate plus  3.0%.  The
commitment fee on the unused portion of the line is 0.5%. The amendment requires
mandatory principal payments of $50 per month for January through March 2001 and
$150 per month for April through  December 2001. In addition,  there are certain
other  principal  payments  required  should the Company sell certain  assets or
collect  certain  accounts  receivable.  The  amendment  includes  a  number  of
reporting requirements and financial covenants commencing January 2001, based on
monthly net income or net loss  projections  and  three-month  rolling  earnings
before interest,  taxes,  depreciation and amortization  ("EBITDA") projections.
Because  the  financial  convenants  are  based  on  monthly  computations  with
look-back and look-forward provisions,  the Company believes there is doubt that
it will be able to remain in compliance with the debt covenants  through October
1,  2001,  and as a result,  substantially  all of the  Company's  debt would be
callable.  If the Company does not remain in compliance with the debt covenants,
it would expect to negotiate with its bank group to amend the loan agreement. At
December 31, 2000, the Company had $1,878 available under the bank agreement.

Debt issuance costs to be paid in fiscal 2001, relating to the December 22, 2000
and other  earlier  fiscal  2000  amendments  total  $1,800  and are  payable as
follows:  $100  increments  on December 22, 2000 and June 30, and  September 30,
2001;  $250 on  September  30, 2001;  and $1,250 on December 31, 2001.  The $100
increments  due on June 30, and  September 30, 2001 are to be waived if the bank
line of credit is paid in full prior to those dates.

The Company  expects to refinance  its bank line of credit by December 31, 2001.
Should  the  Company  not  successfully  refinance  its bank  line of credit by
December 31, 2001,  the Company would not be able to make the debt payment terms
and would expect to  negotiate  with its bank group to amend and extend the loan
agreement.

The Company  believes its cash flow from operations and funds available from its
line of credit will be sufficient to satisfy  working capital  requirements  and
capital  expenditure needs through at least October 1, 2001. The Company expects
capital  expenditures  to be  approximately  $3,600  for the  fiscal  year ended
September 30, 2001.

The Company  remains  highly  leveraged  and as a result,  access to  additional
funding sources is limited. If the Company's operating results deterioriate,  or
product  sales and margins do not improve,  or the Company is not in  compliance
with its covenants,  or the Company is not  successful in  refinancing  its bank
line of credit, the Company could be in default under its loan agreement and any
such default, not resolved, could lead to curtailment of certain of its business
operations, sale of certain assets or the commencement of insolvency proceedings
by its creditors.

In July 2000, the company engaged Lehman Brothers,  Inc., an investment  banking
firm, to review  strategic  alternatives  for financing  and  partnership.  This
process has resulted in expressions of interest but there are no assurances that
such efforts will result in a financing or sales transaction.

RISK FACTORS

The  industry  segment  in which the  Company  competes  is  subject  to intense
competitive  pressures.   The  following  sets  forth  some  of  the  risks  and
uncertainties which the Company faces.

Highly Leveraged and Debt Compliance

The Company  expects to refinance  its bank line of credit by December 31, 2001.
However,  the Company is highly leveraged and as a result,  access to additional
funding  sources is  limited.  Also,  the loan  agreement  as  amended  contains
financial   covenants   based  on  monthly   computations   with  look-back  and
look-forward provisions. The Company believes there is doubt that it will remain
in compliance with the debt covenants through October 1, 2001. See discussion in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations--Liquidity and Capital Resources.

Concentration of Revenues from Major Customers

The  Company's  top  four  customers  account  for  68%  of the  Company's  2000
consolidated  revenues.  Loss or  disruption  of business  with any one of these
customers  could  have a  material  adverse  effect on the  Company's  business,
financial condition and results of operations.

Possible Fluctuations in Future Operating Results

The Company  continuously  seeks to expand the number of products it supplies to
existing  customers,  as well  as to  develop  similar  relationships  with  new
customers. Because of the complexity of these relationships, sales cycles can be
long,  sometimes  taking  up to 18  months or more to  develop.  As the  Company
becomes a qualified  supplier for new products  and as its  customers'  products
progress  through  their  life  cycles,  the  Company's  operating  results  can
fluctuate significantly both annually and quarterly.

Limited Number of Suppliers

Historically, the Company has purchased a significant portion of its wire, cable
and connectors from a limited number of suppliers. Although the Company believes
that its raw  materials  are  generally  available  from  several  domestic  and
international sources, customers often specify that the Company purchase certain
components from particular  manufacturers.  Accordingly,  the loss of any of the
Company's key suppliers could have a material adverse impact on the Company.
<PAGE>
International Operations

Much of the Company's  operations are conducted outside of the United States and
a large percentage of costs of manufacturing is transacted in local  currencies.
As a result,  the Company's  international  results of operations are subject to
local economic environments and foreign exchange rate fluctuations.

New ERP Computer Software System

On January 7, 1999,  the Company  announced the selection of PeopleSoft  version
7.5  Global  Manufacturing  System(the  "ERP  system")  which  was  intended  to
facilitate the integration of its worldwide manufacturing  facilities as well as
remote sales,  engineering,  and distribution locations. The ERP system includes
Manufacturing,  Distribution,  Financial, and Human Resource Management modules,
including Performance Measurement functionality.

Through  September 30, 2000, the Company has incurred and  capitalized  costs of
approximately  $5,700 in connection with the  implementation  of the ERP system.
During  the  fourth  quarter  of fiscal  2000,  the  Company  recorded  a $2,530
write-down of its investment in ERP  implementation due to the decision to cease
manufacturing  at its San Jose  facility.  The Company has no current  plans for
further implementation of the ERP manufacturing module.

Market Risk Discussion

The Company's  financial  results are affected by foreign currency exchange rate
fluctuations.  The Company  operates  manufacturing  facilities in four foreign
countries and has a number of non-owned foreign manufacturing relationships. The
Company's  sales and raw material  purchases are generally  denominated  in U.S.
dollars,  or are  related to the U.S.  dollar  through  formula  pricing.  Since
certain  foreign   manufacturing  costs,   principally  labor,  are  in  foreign
currencies,  a strengthening  U.S. dollar causes the Company's  foreign currency
denominated  costs to decrease while a weakening U.S.  dollar has an unfavorable
effect on costs denominated in foreign currencies.

This  foreign  exchange  effect  cannot be precisely  isolated  since many other
factors affect the Company's  overall sales and earnings.  These factors include
product  offerings  and pricing  policies  of the  Company and its  competition,
whether the  competition  is foreign or U.S.  based,  changes in technology  and
local and worldwide economic conditions.

The Company has not historically engaged in foreign currency hedging activities.
However,  as the  Company  continues  to grow,  it expects  to  utilize  hedging
techniques, including the use of foreign currency forward contracts and options,
designed  to  mitigate  the  effect  of  foreign  currency  fluctuations  on its
international operations and net investments.  The Company does not speculate in
foreign  currencies or derivative  financial  instruments  and designed  hedging
techniques  do not  increase the  Company's  exposure to foreign  exchange  rate
fluctuations.

The  Company  is  exposed to changes  in  interest  rates  primarily  due to its
borrowing and investing  activities which include  primarily short and long-term
debt used to maintain  liquidity and fund its business  operations.  The Company
has two interest rate swap agreements  with commercial  banks to effectively fix
its interest rates, under certain  conditions,  on LIBOR based borrowings to the
fixed swap rates plus 3.75% at September  30, 2000,  or 3.0% after giving effect
to the December 22, 2000 loan  agreement  amendment.  The first swap  agreement,
dated August 18, 1999 is for a notional  $7,500,  has a fixed swap rate of 5.65%
and expires August,  20, 2004. The swap is applicable when LIBOR based rates are
less than  6.75%.  The second  swap  agreement,  dated  April 4, 2000,  is for a
notional  $20,000,  has a fixed  swap rate of 6.55% and  expires  April 6, 2005,
unless  terminated by the  counterparty  on April 8, 2002. At September 30, 2000
the swaps  require  the  counterparty  to make  payments  to the Company and the
approximate termination value of the swaps is a benefit to the Company of $63.

Recent Accounting Pronouncements

On June 15, 1998, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  ("SFAS  133").  SFAS 133 is  effective  for all fiscal
quarters of all fiscal years  beginning  after June 15, 2000.  SFAS 133 requires
that all  derivative  instruments be recorded on the balance sheet at their fair
value.  Changes in the fair value of  derivatives  are  recorded  each period in
current  earnings  or  other  comprehensive  income,   depending  on  whether  a
derivative is designated as part of a hedge transaction,  and if it is, the type
of hedge  transaction.  The Company has adopted  SFAS 133  effective  October 1,
2000.  There  are no  transactions  that  qualify  for  or  will  receive  hedge
accounting.  Accordingly,  the  Company  expects to record a non-cash  charge to
income of approximately  $800 in the first quarter of fiscal 2001 related to the
change in fair value of its  interest  rate swap  agreements.  In  addition,  if
further  reductions in interest rates occur in fiscal 2001, the Company  expects
to record additional non-cash losses on the swaps.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB 101, as amended,  summarizes  certain of the SEC's views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  The Company  expects  that the  adoption of SAB 101 will not have a
material impact on its financial position or results of operations.

In March 2000,  FASB  issused  FASB  Interpretation  (FIN) 44,  "Accounting  for
Certain  Transactions   involving  Stock  Compensation",   which  clarifies  the
application of Accounting  Principles  Board Opinion 25 for certain issues.  The
interpretation  was  generally  effective  July  1,  2000,  except  for  certain
provisions  which were effective after December 15, 1998. The adoption of FIN 44
did not have a material impact on the Company's financial statements.

In October  2000,  the  Emerging  Issues  Task Force  (EITF) of FASB issued EITF
00-10,  "Accounting  for Shipping and Handling Fees and Costs",  and EITF 00-14,
"Accounting  for Certain  Sales  Incentives".  EITF 00-10  addresses  the income
statement  classification  for shipping and handling fees and costs.  EITF 00-14
addresses  recognition,  measurement,  and income statement  classification  for
certain  sales  incentives  including  discounts,  coupons,  rebates,  and  free
products or services.  The Company is currently examining its practices in light
of this  interpretive  guidance  and does not expect a material  impact from the
application  of EITF 00-10 and EITF  00-14.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial  statements and notes thereto listed in the accompanying  index to
financial  statements  (Item 14) are  filed as part of this  Annual  Report  and
incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE

          None
                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The response to this item is contained in the Company's 2001 Proxy Statement
under the caption "Election of Directors" and is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

The response to this item is contained in the Company's 2001 Proxy Statement
under the caption "Compensation of Executive Officers and Directors" and is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The response to this item is contained in the Company's 2001 Proxy Statement
under the caption "Beneficial Ownership of Capital Stock" and is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The  response to this item is contained in the  Company's  2001 Proxy  Statement
under the caption "Certain  Relationships and Related Party Transactions" and is
incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1.   Financial Statements

                  -Report of Independent Accountants

                  -Consolidated Balance Sheet as of September 30, 2000 and 1999.

                  -Consolidated Statement of Operations for the years ended
                    September 30, 2000, 1999 and 1998.

                  -Consolidated Statement of Shareholders' Equity for the years
                    ended September 30, 2000, 1999 and 1998.

                  -Consolidated Statement of Cash Flows for the years ended
                    September 30, 2000, 1999 and 1998.

                  -Notes to Consolidated Financial Statements

    2.   Financial Statement Schedules

                  -Schedule II-Valuation and Qualifying Accounts.

               Schedules  other than those listed above have been omitted  since
               the required information is not present or not present in amounts
               sufficient to require submission of the schedule,  or because the
               information  required is included in the  consolidated  financial
               statements or the notes thereto.


    3.   Exhibits Required to be Filed by Item 601 of Regulation S-K.

               The exhibits  listed in the Exhibit Index  immediately  preceding
               such  exhibits  are filed as part of this  Annual  Report on Form
               10-K unless incorporated by reference as indicated.

(b)      Reports on Form 8-K:

               On September  21,  2000,  the Company  announced  the Company had
               secured an additional $5 million in credit availability under its
               bank revolving  credit  facility.  The Company had been operating
               under a temporary waiver of loan convenants.  With the new funds,
               the banks extended the waiver until  December 31, 2000,  which is
               also the termination of the revised credit facility.

<PAGE>

                                   SIGNATURES

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

                                                        THE JPM COMPANY
                                                         (Registrant)

BY: /s/ Kevin J. Bratton                       BY: /s/ John H. Mathias
    -----------------------------                  --------------------------
    Kevin J. Bratton                               John H. Mathias
    Chief Financial Officer                        Chairman of the Board and
    (Principal Financial Officer)                  Chief Executive Officer
                                                   (Principal Executive Officer)


Date    January  24, 2001                           January  24, 2001


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                   <C>                                      <C>

               Signature              Title                                        Date
               ---------              -----                                        ----
/s/ John H. Mathias                   Chairman, Chief Executive Officer         January 24, 2001
-------------------------------       and Director (Principal Executive
John H. Mathias                       Officer)


/s/ John J. Fitzgibbons               President, Chief Operating Officer        January 24, 2001
-------------------------------
John J. Fitzgibbons


/s/ James P. Mathias                  Vice Chairman                             January 24, 2001
-------------------------------
James P. Mathias


/s/ Kevin J. Bratton                  Chief Financial Officer                   January 24, 2001
-------------------------------       (Principal Financial and
Kevin J. Bratton                      Accounting Officer)


/s/ Wayne A. Bromfield                Executive Vice President, General
-------------------------------       Counsel, Secretary and Director           January 24, 2001
Wayne A. Bromfield


/s/ Janet B. Mathias                  Director                                  January 24, 2001
-------------------------------
Janet B. Mathias


 /s/ Clifford M. Melberger            Director                                  January 24, 2001
-------------------------------
Clifford M. Melberger


/s/ Bruce M. Eckert                   Director                                  January 24, 2001
-------------------------------
Bruce M. Eckert


/s/ William Rulon-Miller              Director                                  January 24, 2001
-------------------------------
William Rulon-Miller
</TABLE>
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of The JPM Company

In our  opinion,  the  consolidated  financial  statements  listed  in the index
appearing  under  Item 14 (a) (1) on page 15  present  fairly,  in all  material
respects,  the financial  position of The JPM Company and its subsidiaries  (the
"Company") at September 30, 2000 and 1999,  and the results of their  operations
and their cash flows for each of the three years in the period  ended  September
30, 2000, in conformity with  accounting  principles  generally  accepted in the
United States of America. In addition,  in our opinion,  the financial statement
schedule listed in the index appearing under Item 14 (a) (2) on page 16 presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.  These financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements and financial  statement  schedule based on our audits. We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 9 to the
financial  statements,  the Company  modified its debt agreement on December 22,
2000 and January 23,  2001.  The  Company  has  concluded  it may not be able to
remain in  compliance  through  October 1, 2001,  with certain of the  covenants
included in the modified debt agreement,  and as a result,  substantially all of
the  Company's  debt would be callable.  Accordingly,  substantial  doubt exists
about the Company's ability to continue as a going concern.  Management's  plans
in regard to this matter are also discussed in Note 9. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


PricewaterhouseCoopers LLP

Philadelphia, PA
January 24, 2001

<PAGE>


<TABLE>
<CAPTION>

                                 THE JPM COMPANY
                           CONSOLIDATED BALANCE SHEET
                      (in thousands except per share amounts)

                                                                                                         SEPTEMBER 30,
                                                                                                     2000           1999
<S>                                                                                                   <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                                        $  1,838       $    969
   Accounts receivable (net of allowance of $1,448 and $358)                                          25,373         21,755
   Inventories, net                                                                                   37,052         37,227
   Other current assets                                                                                7,972          5,802
                                                                                              ------------------------------
      Total current assets                                                                            72,235         65,753
Property, plant and equipment, net                                                                    27,442         31,164
Excess of cost over fair value of net assets acquired and other tangible assets, net                  27,794         24,773
Other assets                                                                                           4,493          2,870
                                                                                              ------------------------------
                                                                                                    $131,964       $124,560
                                                                                              ==============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt                                                             $  1,931       $    744
   Notes payable                                                                                       2,000          2,000
   Accounts payable                                                                                   20,262         18,375
   Accrued expenses                                                                                    7,938          4,753
   Deferred income taxes                                                                               3,462          3,589
                                                                                              ------------------------------
      Total current liabilities                                                                       35,593         29,461
Long-term debt                                                                                        73,602         53,100
Deferred compensation liability                                                                        1,687          1,405
Deferred income taxes                                                                                  1,229          1,023
Minority interest                                                                                      1,131            698
                                                                                              ------------------------------
                                                                                                     113,242         85,687
                                                                                              ------------------------------

Commitments and contingencies                                                                              0              0
Shareholders' equity:
   Preferred Stock, no par value, 10,000 shares authorized, Class A, $31.43 stated
      value, no shares issued and outstanding                                                              0              0
   Common Stock, $.000067 par value, 40,000 shares authorized, 7,400 shares
      issued in 2000 and 7,364 shares issued in 1999                                                       0              0
   Additional paid-in capital                                                                         20,443         20,373
   Retained earnings                                                                                      89         18,910
   Accumulated other comprehensive loss                                                               (1,810)          (410)
                                                                                              ------------------------------
      Total shareholders' equity                                                                      18,722         38,873
                                                                                              ------------------------------
                                                                                                    $131,964       $124,560
                                                                                              ==============================

The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                 THE JPM COMPANY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     (in thousands except per share amounts)
                                                                                  YEAR ENDED
                                                                                 SEPTEMBER 30,
                                                                          2000          1999         1998
<S>                                                                       <C>            <C>          <C>

Net sales                                                               $173,685      $166,314     $128,351
Cost of sales                                                            160,989       138,512      107,213
                                                                   -----------------------------------------
                                                                          12,696        27,802       21,138
Selling, general and administrative expenses                              19,532        14,743       13,349
Write-down of impaired assets                                              2,530             0            0
Secondary offering costs                                                       0             0          400
Plant shutdown costs                                                           0           178        1,412
                                                                   -----------------------------------------
Operating profit (loss)                                                   (9,366)       12,881        5,977
Other income (expense)
   Interest expense                                                       (6,983)       (3,912)      (1,753)
   Other, net                                                               (397)            9           72
                                                                   -----------------------------------------
                                                                          (7,380)       (3,903)      (1,681)
                                                                   -----------------------------------------
Income (loss) before income taxes and minority interest                  (16,746)        8,978        4,296
Provision for income taxes                                                 1,342         3,245        1,726
                                                                   -----------------------------------------
Income (loss) before minority interest                                   (18,088)        5,733        2,570
Minority interest                                                            733           437            0
                                                                   -----------------------------------------
Net income (loss)                                                       $(18,821)     $  5,296     $  2,570
                                                                   =========================================
Basic earnings (loss) per common share                                  $  (2.55)     $   0.72     $   0.37
                                                                   =========================================
Diluted earnings (loss) per common share                                $  (2.55)     $   0.70     $   0.35
                                                                   =========================================
Weighted average number of shares of
   Common Stock outstanding (basic)                                        7,376         7,314        7,022
Weighted average number of shares of
   Common Stock outstanding (diluted)                                      7,376         7,588        7,423


The accompanying notes are an integral part of these financial statements.

</TABLE>


<PAGE>

                                          THE JPM COMPANY
                                    CONSOLIDATED STATEMENTS OF
                                       SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                       Accumulated
                                        Common Stock          Additional                  Other           Total
                                      Number of       Par      Paid-in     Retained   Comprehensive   Shareholders'
                                         Shares      Value     Capital     Earnings        Loss           Equity
<S>                                    <C>         <C>       <C>          <C>            <C>            <C>

Balance at September 30, 1997         6,970,245        $0     $ 17,187   $ 11,044        $     0        $28,231
Issuance of common stock                 89,553         0          326          0              0            326
Other comprehensive loss                      0         0            0          0           (365)          (365)
Net income                                    0         0            0      2,570              0           2,570
                                   -------------------------------------------------------------------------------
Balance at September 30, 1998         7,059,798         0       17,513     13,614           (365)        30,762
Issuance of common stock                304,522         0        2,860          0              0          2,860
Other comprehensive loss                      0         0            0          0            (45)           (45)
Net income                                    0         0            0      5,296              0          5,296
                                   -------------------------------------------------------------------------------
Balance at September 30, 1999         7,364,320         0       20,373     18,910           (410)        38,873
Issuance of common stock                 35,966         0           70          0              0             70
Other comprehensive loss                      0         0            0          0         (1,400)        (1,400)
Net (loss)                                    0         0            0    (18,821)             0        (18,821)
                                   -------------------------------------------------------------------------------
Balance at September 30, 2000         7,400,286        $0     $ 20,443       $ 89        $(1,810)       $18,722
                                   ===============================================================================

The accompanying notes are an integral part of these financial statements.

</TABLE>


<TABLE>
<CAPTION>
<PAGE>


                                THE JPM COMPANY
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                (in thousands)
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                              2000        1999         1998
<S>                                                                                           <C>          <C>          <C>
Cash flows from operating activities:
   Net income (loss)                                                                       $(18,821)  $  5,296     $  2,570
   Adjustments to reconcile net income to net cash provided by (used in) operating income
      Provisions for losses on inventories and accounts receivable                            4,841        142          119
      Depreciation and amortization                                                           4,703      3,948        2,727
      Write-down of impaired asset                                                            2,530          0            0
      Foreign currency translation (gain) loss                                                 (281)       (17)         (52)
      Loss (gain) on sale of property, plant and equipment                                        0        (18)           0
      Deferred taxes                                                                           (776)     1,869           33
      Minority interest                                                                         733        437            0
      Deferred compensation expense                                                             282        444          340
      Secondary offering costs                                                                    0          0          400
      Plant shutdown cost ($1,412 less cash payments of $742)                                     0          0          670
      Change in assets and liabilites, net of effects from businesses acquired:
          (Increase) decrease in accounts receivable                                         (5,579)    (1,514)      (5,098)
          (Increase) decrease in inventories                                                 (4,018)   (12,544)      (2,175)
          (Increase) decrease in other assets                                                (2,976)    (1,940)      (2,887)
          Increase (decrease) in accounts payable                                             2,549     10,694         (178)
          Increase (decrease) in accrued expense                                              3,220       (538)          (8)
          Increase (decrease) in income taxes payable                                             0          0         (375)
                                                                                          ----------------------------------
      Net cash provided by (used in) operating activities                                   (13,593)     6,259       (3,914)
                                                                                          ----------------------------------

Cash flows from investing activities:
   Payments for assets and businesses acquired, net of cash acquired of $465 in 1999,
     and $1,233 in 1998                                                                      (4,500)    (5,914)     (15,415)
   Capital expenditures                                                                      (6,391)   (10,610)      (7,928)
   Proceeds from sale of property, plant and equipment                                        3,706         28            0
   Deferred compensation plan contributions                                                    (282)      (444)        (403)
                                                                                          ----------------------------------
      Net cash (used in) financing activities                                                (7,467)   (16,940)     (23,746)
                                                                                          ----------------------------------

Cash flows from financing activities:
   Net borrowings under credit facilities                                                    22,295      9,878       29,608
   Proceeds from issuance of long-term debt                                                       0          0        2,600
   Principal payments on long-term debt                                                        (800)      (678)      (2,697)
   Common stock issuance                                                                         70        246          231
   Subsidiary equity transaction                                                               (300)       344            0
                                                                                          ----------------------------------
      Net cash provided by financing activities                                              21,265      9,790       29,742
                                                                                          ----------------------------------

Effect of changes in exchange rates on cash                                                     664       (765)           0
                                                                                          ----------------------------------
Increase (decrease) in cash and cash equivalent                                                 869     (1,656)       2,082
Cash and cash equivalents at beginning of period                                                969      2,625          543
                                                                                          ----------------------------------
Cash and cash equivalents at end of period                                                 $  1,838   $    969     $  2,625
                                                                                          ==================================

   The accompanying notes are an integral part of these financial statements.


</TABLE>
<PAGE>
                               THE JPM COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands except per share data)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  JPM  Company  (the  "Company")  is an  independent  manufacturer  of  cable
assemblies  and wire  harnesses  for  original  equipment  manufacturers  in the
telecommunications,  networking, computer and business automation sectors of the
global electronics industry.

A substantial  portion of the Company's products are sold to a limited number of
customers. Accordingly, a significant decrease in business from, or the loss of,
any major  customer  would have a material  adverse  effect on the Company.  The
Company  continuously  seeks to expand the number of  products  it  supplies  to
existing  customers,  as well  as to  develop  similar  relationships  with  new
customers. Because of the complexity of these relationships, sales cycles can be
long,  sometimes  taking  up to 18  months or more to  develop.  As the  Company
becomes a qualified  supplier for new products  and as its  customers'  products
progress  through  their  life  cycles,  the  Company's  operating  results  can
fluctuate significantly both annually and quarterly.

A summary of the Company's significant accounting policies follows:

Principles of consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned and majority-owned  subsidiaries.  All significant intercompany
transactions and balances have been eliminated.

Cash and cash equivalents

Cash  and  cash  equivalents   represent  cash  and  highly  liquid   short-term
investments with original maturities of three months or less.

Inventories

Inventories  are  valued at the lower of cost or  market  as  determined  on the
first-in,  first-out  basis.  Cost  includes  raw  materials,  direct  labor and
manufacturing  overhead.  The Company generally  provides reserves for inventory
considered  to be in excess of the previous 12 months of usage or sale,  as well
as inventory in excess of forecasted future demand.

Property, plant and equipment

Property,  plant and  equipment  are recorded at cost and are  depreciated  on a
straight-line basis over the estimated useful lives of the respective assets.

Revenue recognition policy

Sales are recorded upon  shipment of product.  Provision is made for returns and
allowances, and for estimated warranty costs, in the period of sale.

Long-lived and intangible assets

Assets  and  liabilities  acquired  in  connection  with  business  combinations
accounted for under the purchase  method are recorded at their  respective  fair
values.  Deferred taxes have been recorded to the extent of differences  between
the fair value and the tax basis of the assets acquired and liabilities assumed.
The excess of the purchase price over the fair value of the net assets  acquired
is amortized on a straight-line  basis over 20 years.  Intangible assets include
the ISO 9002  certification of an acquired plant,  which is being amortized on a
straight-line basis over five years.

The carrying  value of  long-lived  assets and certain  identifiable  intangible
assets will be evaluated whenever changes in circumstances indicate the carrying
amount of such  assets may not be  recoverable.  In  performing  such review for
recoverability,  the Company will compare the expected  future cash flows to the
carrying value of long-lived assets and identifiable  intangibles.  In addition,
on a quarterly  basis,  the carrying value of the excess of cost over fair value
of net assets acquired is subject to a separate evaluation.

Foreign currency translation

The Company has determined  that the U.S.  dollar is the functional  currency of
its Mexican  operations.  Foreign currency  inventories and property,  plant and
equipment  are  remeasured  into U.S.  dollars at  historical  rates;  all other
foreign  currency  assets and  liabilities  are remeasured at year-end  exchange
rates. Income and expenses are remeasured at average rates prevailing during the
year,  except  for  expenses  related to  inventories  and  property,  plant and
equipment,  which are remeasured at historical rates.  Exchange gains and losses
resulting from  remeasurement  are included in earnings and amounted to gains of
$281, $17, and $52 for fiscal 2000, 1999 and 1998, respectively.

For all other foreign subsidiaries the Company has determined the local currency
is the functional  currency.  Therefore,  assets and  liabilities are translated
into U.S.  dollars at year-end  exchange  rates.  Income and  expense  items are
translated at average rates prevailing during the year. Translation  adjustments
for these  subsidiaries are accumulated in a separate component of shareholders'
equity.

Earnings per common share

The difference  between the basic average number of shares  outstanding  and the
diluted average number of shares outstanding is due to the treasury stock method
calculation  of the  impact  of  unexercised  stock  options  granted  under the
Company's stock option plans.

Stock based compensation

Statement of Financial Accounting Standards No.123,  "Accounting for Stock Based
Compensation"  ("SFAS 123") defines a fair value based method of accounting  for
employee  stock  options or other similar  equity  instruments.  Companies  must
either adopt the fair value  method or disclose  the pro forma income  statement
effects in their financial  statements.  The Company has elected to disclose the
pro forma income  statement  effects of SFAS 123;  therefore,  SFAS 123 does not
affect the Company's financial position or results of operations.

Recent accounting pronouncements

On June 15, 1998,  the Financial  Accounting  Standards  Board  ("FASB")  issued
statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities" ("SFAS 133"). SFAS 133 is effective for all
fiscal  quarters of all fiscal years  beginning  after June 15, 2000 (October 1,
2000 for the Company).  SFAS 133 requires  that all  derivative  instruments  be
recorded on the balance sheet at their fair value.  Changes in the fair value of
derivatives are recorded each period in current earnings or other  comprehensive
income,  depending  on whether a  derivative  is  designated  as part of a hedge
transaction,  and if it is,  the  type of hedge  transaction.  The  Company  has
adopted  SFAS 133  effective  October 1, 2000.  There are no  transactions  that
qualify for or will receive hedge accounting.  Accordingly,  the Company expects
to record a non-cash charge to income of approximately $800 in the first quarter
of fiscal  2001  related to the change in fair value of its  interest  rate swap
agreements. In addition, if further reductions in interest rates occur in fiscal
2001, the Company expects to record additional non-cash losses on the swaps.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB 101, as amended,  summarizes  certain of the SEC's views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  The Company  expects  that the  adoption of SAB 101 will not have a
material effect on its financial position or results of operations.

In March 2000,  FASB  issused  FASB  Interpretation  (FIN) 44,  "Accounting  for
Certain  Transactions   involving  Stock  Compensation",   which  clarifies  the
application of Accounting  Principles  Board Opinion 25 for certain issues.  The
interpretation  was  generally  effective  July  1,  2000,  except  for  certain
provisions  which were effective after December 15, 1998. The adoption of FIN 44
did not have a material impact on the Company's financial statements.

In October  2000,  the  Emerging  Issues  Task Force  (EITF) of FASB issued EITF
00-10,  "Accounting  for Shipping and Handling Fees and Costs",  and EITF 00-14,
"Accounting  for Certain  Sales  Incentives".  EITF 00-10  addresses  the income
statement  classification  for shipping and handling fees and costs.  EITF 00-14
addresses  recognition,  measurement,  and income statement  classification  for
certain  sales  incentives  including  discounts,  coupons,  rebates,  and  free
products or services.  The Company is currently examining its practices in light
of this  interpretive  guidance  and does not expect a material  impact from the
application  of EITF 00-10 and EITF  00-14.

Reclassifications

Certain prior year balances have been reclassified for comparative purposes.

Use of estimates

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

2. ACQUISITIONS

In  November  1998,  the  Company  acquired  60% of  the  stock  of AF  Datalink
Equipamentos de Telecomunicacao,  Ltda. ("Datalink"), a Sao Paulo, Brazil based
manufacturer of wire harnesses and cable  assemblies for $6,000 in cash,  $2,500
in stock  (256,000  shares of JPM  stock)and  one-year  notes for  $2,000  with
interest  at 8.75%.  The  transaction  has been  accounted  for as a purchase in
accordance with APB 16.

In June 1998,  the Company  acquired all of the stock of Antrum  Interface  725,
Ltd. ("Antrum"),  manufacturers and assemblers of cable and wire harnesses,  for
cash consideration of approximately  $16,500.  The stock purchase agreement also
provided for contingent cash  consideration of up to $4,500 based on achievement
of  operating  profit  targets,  as  defined,  for the period  from June 1, 1997
through November 30, 2000. The contingent cash  consideration of $4,500 was paid
in  September  2000 and has been  treated  as  additional  purchase  price.  The
transaction has been accounted for as a purchase in accordance with APB 16.

The results of  operations  on an  unaudited  pro forma basis as if Datalink and
Antrum had been acquired on October 1, 1997 are as follows:

<TABLE>
<CAPTION>
                                                Year Ended September 30,
                                                ------------------------
                                                  1999           1998
                                                ------------------------
<S>                                                <C>             <C>
Net sales                                       $166,917      $149,582
Operating income                                  13,203        14,871
Net income                                         5,417         3,200
Net income per basic common share               $   0.72      $   0.44
Net income per diluted common share             $   0.69      $   0.42

</TABLE>

Information with respect to these acquisitions is presented below:

                                                     2000       1999     1998
                                                     ----       ----     ----
Cash paid (net of cash acquired) ..............   $ 4,500    $ 5,535   $ 15,267
Issuance of common stock and notes payable.....        -       4,500         -
Transaction and other costs ...................        -         379        148
                                                  -------    -------   --------
                                                    4,500     10,414     15,415
Fair value of tangible assets acquired ........        -         275     (4,262)
                                                  -------    -------   --------
Excess of cost over fair value of net assets
  acquired and other intangible assets ........   $ 4,500    $10,689   $ 11,153
                                                  =======    =======   =======

Excess of cost over fair value of net assets acquired and other intangible
assets comprise the following:

                                                                SEPTEMBER 30,
                                                                -------------
                                                               2000       1999
                                                             -------    -------
Excess of cost over fair value of net assets acquired ....  $ 31,572    $27,072
Other ....................................................       250        250
                                                             -------    -------
                                                              31,822     27,322
Accumulated amortization .................................    (4,028)    (2,549)
                                                             -------    -------
                                                            $ 27,794    $24,773
                                                             =======    =======

Amortization expense was $1,479, $1,361 and $515 for fiscal 2000, 1999 and 1998,
respectively.
<PAGE>
3. WRITE-DOWN OF LONG-LIVED ASSETS

The Company  accounts for  impairment  of long-lived  assets in accordance  with
Statement of Financial  Accounting  Standards No. 121, ("SFAS 121")  "Accounting
for the  Impairement  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
Disposed  of."  SFAS  121  requires  that  long-lived  assets  be  reviewed  for
impairment  whenever events or changes in  circumstances  indicate that the book
value of the asset may not be recoverable.

During  the year  ended  September  30,  2000,  the  Company  recorded  a $2,530
write-down of its investment in ERP  implementation due to the decision to cease
manufacturing  at its San Jose  facility and suspend  implementation  of the ERP
manufacturing model at the Company's other  facilities.

4. CLOSING OF SOUTH CAROLINA MANUFACTURING FACILITY

On March 27,  1998,  the  Company  announced  plans to cease  operations  at its
Winnsboro, S.C. manufacturing location and subsequently transfer all business to
other plants in Pennsylvania, California and Mexico.

The plant ceased  production on June 26, 1998.  Supervisory  and breakdown crews
remained at the  facility  until July 17,  1998.  The Company  accrued  expenses
totaling  $1,412  and $178 in 1998  and  1999,  respectively,  for  closing  and
severance costs. These costs are reflected in the income statement as a separate
line item described as "Plant  shutdown  costs." All activity has ceased and the
Company is seeking a buyer for the physical facility.

5. MAJOR CUSTOMERS AND SUPPLIERS

Net sales to Nortel,  IBM,  Hewlett-Packard and Lucent amounted to 35%, 13%, 10%
and 10% of total sales, respectively, for fiscal 2000. Net sales to Nortel, IBM,
Hewlett-Packard  and Lucent  amounted to 28%,  14%,  11% and 11% of total sales,
respectively,  for fiscal 1999. Net sales to Nortel,  IBM,  Hewlett-Packard  and
Diebold  amounted to 21%,  16%,  13% and 11% of total sales,  respectively,  for
fiscal 1998. Aggregate net sales to major customers,  each of which exceeded 10%
of total net sales were 68%, 64%, and 61%, of total net sales in 2000,  1999 and
1998,  respectively.   At  September  30,  2000  and  1999,  aggregate  accounts
receivable  from  these  customers  represented  71% and 63% of  total  accounts
receivable,  respectively.  To reduce its credit risk,  the Company  reviews its
customers'   financial   position  before   extending  credit  and  periodically
thereafter.

Historically, the Company has purchased a significant portion of its wire, cable
and connectors from a limited number of suppliers. Although the Company believes
that its raw  materials  are  generally  available  from  several  domestic  and
international sources, customers often specify that the Company purchase certain
components from particular  manufacturers.  Accordingly,  the loss of any of the
Company's key suppliers could have a material adverse impact on the Company.

6. INVENTORIES
                                                          SEPTEMBER 30,
                                                          -------------
                                                         2000        1999
                                                      --------    ---------
Finished goods .............................         $ 10,604    $ 10,392
Work-in-process ............................            4,323       5,134
Raw materials and supplies .................           26,718      23,039
Valuation reserve ..........................           (4,593)     (1,338)
                                                     --------    --------
                                                     $ 37,052    $ 37,227
                                                     ========    ========

7. PROPERTY, PLANT AND EQUIPMENT, NET
                                               SEPTEMBER 30,
                                           -------------------         ESTIMATED
                                            2000          1999      USEFUL LIVES
                                           ------        ------     ------------
Land ...............................     $    343      $    400
Buildings and improvements .........       12,500        13,511      10-25 years
Machinery and equipment ............       15,733        13,867       5-10 years
Furniture and fixtures .............       10,384         7,953       5-10 years
Vehicles ...........................          394           451       3- 5 years
Construction in progress ...........        2,606         6,371
                                         --------      --------
                                           41,960        42,553
Less: Accumulated depreciation .....      (14,518)      (11,389)
                                        ---------      --------
                                         $ 27,442      $ 31,164
                                         ========      ========

Depreciation  expense was $3,224,  $2,587 and $2,212 for fiscal 2000,  1999, and
1998, respectively.

The Company leases certain equipment under capital leases.  Property,  plant and
equipment includes $2,119 and $1,898 of capital leases at September 30, 2000 and
1999. Accumulated  depreciation includes $375 and $152 at September 30, 2000 and
1999 respectively,  related to these capital leases. The following is a schedule
by years of future minimum lease payments under capital leases together with the
present value of net minimum lease payments:

Year ending September 30:
                                        2001   $  514
                                        2002      453
                                        2003      364
                                        2004      182
                                                ------
   Total net minimum lease payments             1,513
   Less amount representing interest             (129)
                                                ------
   Present value of net minimum lease payments $1,384
                                                ======

The Company also leases  certain  office and  manufacturing  facilities,  office
equipment and vehicles  under  operating  leases.  Rent expense under  operating
leases  was  $2,063,   $1,054  and  $1,116  for  fiscal  2000,   1999  and  1998
respectively. Future minimum lease payments under operating leases are:

                                        2001   $2,203
                                        2002    1,863
                                        2003    1,264
                                        2004      979
                                        2005      939
                                  Thereafter    1,521
                                                -----
   Total minimum payments required             $8,769
                                                =====

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
                                                           SEPTEMBER 30,
                                                         -----------------
                                                          2000        1999
                                                         ------      ------
Salaries and benefits ........................           $ 3,532     $3,523
Other ........................................             4,406      1,230
                                                         -------     ------
Total accrued expenses .......................           $ 7,938     $4,753
                                                         =======     ======

Included in accounts  payable at September 30, 2000 and 1999 are book overdrafts
totaling $2,544 and $2,906 respectively.

9. FINANCING ARRANGEMENTS
<TABLE>
<CAPTION>
                                                                                           SEPTEMBER 30,
                                                                                        -------------------
<S>                                                                                       <C>         <C>
                                                                                          2000        1999
                                                                                        -------      ------
Mortgage payable to Pennsylvania Industrial Development Authority; at a fixed rate
 of 5.75%; payable in monthly installments of $4 through May 2014; secured by land,
 buildings and improvements in Beaver Springs, PA with a net book value of $1,720 at
 September 30, 2000...................................................................$    452      $  472

Mortgage payable to bank; bank prime rate (9.50% at September 30, 2000 and an
 average of 8.83% for fiscal 2000) installments of $19 through January 2002;
 secured by land, buildings and improvements in Lewisburg, PA with a net book
 value of $528 at September 30, 2000 .................................................     299         479

Mortgage payable to bank; at a fixed rate of 7.75%; payable in monthly installments of
 $6 through December 2011; secured by land, buildings and improvements in Beaver Springs,
 PA with a net book value of $1,720 at September 30, 2000.............................     511         537

Mortgage payable to bank; at a fixed rate of 7.25%; payable in monthly installments of
 $24 through January 2013; secured by land, building and improvements in Lewisburg, PA
 with a net book value of $3,533 at September 30, 2000................................   2,338       2,437

Mortgage payable to bank; bank prime rate plus .75% (7.50% at September 30, 2000 and an
 average rate of 6.95% for fiscal 2000); payable in monthly installments of $4 through
 December 2002; secured by land and building in Pickering, Ontario, Canada with a
 net book value of $1,236 at September 30, 2000.......................................     587         648

Debt under a line of credit facility; $71,002 at a weighted average LIBOR-based rate
 of 10.66% at September 30, 2000 less short-term invested funds of $1,040 at
 September 30, 2000..................................................................   69,962      47,668

Capital lease obligations, payable through June 2003..................................   1,384       1,603
                                                                                       -------     -------
                                                                                        75,533      53,844
Less: Current maturities ............................................................. ( 1,931)       (744)
                                                                                       -------     -------
                                                                                      $ 73,602     $53,100
                                                                                      ========     =======
</TABLE>

Maturities of long-term debt, subsequent to September 30, 2000 are as follows:
<TABLE>
<CAPTION>
Year ending
September 30,
<S>                                  <C>
2001 ............................ $   1,931
2002 ............................    69,643
2003 ............................     1,031
2004 ............................       389
2005 ............................       227
Thereafter ......................     2,312
                                     ------
                                  $  75,533
                                     ======
</TABLE>

Interest  paid in  fiscal  2000,  1999 and  1998 on  short-term  borrowings  and
long-term debt totaled $5,965, $4,003, and $1,440 respectively.

Effective  September 16, 2000,  the Company  amended its bank  revolving line of
credit to increase the facility by $5,000 to a total of $75,000.  This amendment
also waived any loan defaults  existing at the time and accelerated the due date
of all outstanding funds to December 31, 2000.  Borrowings are collateralized by
substantially all of the Company's assets.  The interest rate on the line is the
bank's prime  lending  rate,  9.5% at September  30, 2000,  plus 3.0% or a LIBOR
based  rate,  approximately  6.62%  at  September  30,  2000,  plus  3.75%.  The
commitment fee on the unused portion of the line is 0.5%. At September 30, 2000,
the Company had $4,540  available under the bank agreement and was in compliance
with all provisions of its loan agreement. The weighted average interest rate at
September  30,  2000 on  outstanding  borrowings  under the line of  credit  was
$10.66%.

On December 22, 2000 and January 23, 2001, the Company  further amended its loan
agreement.  These amendments  extended the due date of all outstanding  funds to
December 31, 2001, and include an interest rate at the banks' prime lending rate
plus 1.0% or, at the  Company's  election,  a LIBOR  based rate plus  3.0%.  The
commitment fee on the unused portion of the line is 0.5%. The amendment requires
mandatory principal payments of $50 per month for January through March 2001 and
$150 per month for April through  December 2001. In addition,  there are certain
other  principal  payments  required  should the Company sell certain  assets or
collect  certain  accounts  receivable.  The  amendment  includes  a  number  of
reporting  requirements and financial covenants commencing January 2001 based on
monthly  net  income or net loss  projections  and  three-month  rolling  EBITDA
projections.  Because the financial covenants are based on monthly  computations
with look-back and look-forward provisions,  the Company believes there is doubt
that it will be able to remain in  compliance  with the debt  covenants  through
October 1, 2001, and as a result,  substantially all of the Company's debt would
be  callable.  If the  Company  does  not  remain  in  compliance  with the debt
covenants,  it would expect to  negotiate  with its bank group to amend the loan
agreement. At December 31, 2000, the Company had $1,878 available under the bank
agreement.

The Company  remains  highly  leveraged  and as a result,  access to  additional
funding sources is limited. If the Company's operating results deterioriate,  or
product  sales and margins do not improve,  or the Company is not in  compliance
with its covenants,  or the Company is not  successful in  refinancing  its bank
line of credit, the Company could be in default under its loan agreement and any
such default, not resolved, could lead to curtailment of certain of its business
operations, sale of certain assets or the commencement of insolvency proceedings
by its creditors.

The Company has two  interest  rate swap  agreements  with  commercial  banks to
effectively fix its interest  rates,  under certain  conditions,  on LIBOR based
borrowings  to the fixed swap rates plus 3.75% at September  30,  2000,  or 3.0%
after giving effect to the December 22, 2000 loan agreement amendment. The first
swap agreement, dated August 18, 1999 is for a notional $7,500, has a fixed swap
rate of 5.65% and expires  August,  20, 2004. The swap is applicable  when LIBOR
based rates are less than 6.75%. The second swap agreement, dated April 4, 2000,
is for a notional  $20,000,  has a fixed swap rate of 6.55% and expires April 6,
2005,  unless  terminated by the counterparty on April 8, 2002. At September 30,
2000 the swaps require the  counterparty to make payments to the Company and the
approximate termination value of the swaps is a benefit to the Company of $63.


10. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) are as follows:
<TABLE>
<CAPTION>
                                      Year Ended September 30,
                                     2000       1999       1998
                                    ------     ------     ------
<S>                                  <C>        <C>        <C>
Net income (loss).................  $(18,821)  $5,296     $2,570

Other comprehensive income (loss):
   Change in accumulated
   translation adjustment.........    (1,400)     (45)      (365)
                                    --------    ------     ------
Total comprehensive income (loss).  $(20,221)  $5,251     $2,205
                                    ========   ======     ======
</TABLE>

11. INCOME TAXES

Provision for income taxes in the consolidated statement of operations:
<TABLE>
<CAPTION>
                                                    YEAR ENDED SEPTEMBER 30,
                                             -----------------------------------
                                               2000         1999         1998
                                             --------     --------     ---------
<S>                                          <C>          <C>             <C>
Current expense (benefit)
 Federal .............................      $     0       $  (955)      $  (592)
 State ...............................            0          (835)         (116)
 Foreign .............................        2,118         3,166         2,401
                                            -------       -------       -------
                                              2,118         1,376         1,693
                                            -------       -------       -------
Deferred expense (benefit)
 Federal .............................          185          (179)          146
 State ...............................          835           (57)           26
 Foreign .............................       (1,796)        2,105          (139)
                                            -------       -------       -------
                                               (776)        1,869            33
                                            -------       -------       -------
                                            $ 1,342       $ 3,245       $ 1,726
                                            =======       =======       =======
</TABLE>
The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets and deferred tax  liabilities  at September  30, 2000
and 1999 are presented below:
<TABLE>
<CAPTION>
                                                               September 30,
                                                            -------------------
                                                              2000        1999
                                                             -------     -------
<S>                                                          <C>         <C>
Deferred tax assets:
 Accounts receivable ....................................   $   253     $    87
 Inventory ..............................................     1,031         757
 Property, plant and equipment ..........................       180          49
 Accrued employee liabilities ...........................     1,052       1,184
 Net operating loss carryforward.........................     9,217           3
 Valuation allowance.....................................    (7,033)          0
                                                            -------     -------
                                                              4,700       2,080
                                                            -------     -------
Deferred tax liabilities:
 Inventory ..............................................    (3,537)     (3,673)
 Property, plant and equipment ..........................    (1,221)     (1,015)
                                                            -------     -------
                                                             (4,758)     (4,688)
                                                            -------     -------
 Net deferred tax liability .............................   $   (58)    $(2,608)
                                                            =======     =======
<PAGE>
The Company evaluates the recoverability of its deferred tax assets based on its
history  of  operating  earnings,  its  expectations  for  the  future,  and the
expiration  date  of  any  net  operating  loss  carryforwards.  Based  on  this
evaluation,  the Company  has  established  full  valuation  allowances  for its
domestic and Europe net operating loss carryforwards,  but has concluded that it
is more  likely  than not that it will be able to fully  realize its Mexican net
operating loss carryforward deferred tax asset.

</TABLE>
 An analysis of the Company's effective income tax rate is as follows:

<TABLE>
<CAPTION>
                                                               Year Ended September 30,
                                                             2000         1999        1998
                                                            -------     -------     -------
<S>                                                         <C>         <C>           <C>
Income taxes at U.S. federal income tax rate ............  $(5,694)    $ 3,053     $ 1,461
State taxes, net of federal benefit .....................        0        (589)        (71)
Foreign operations taxed at higher rates.................     (562)        160          85
Amortization of intangible assets .......................      436         444         177
Inflation gain for Mexico tax purposes...................      129         139          59
Other, net...............................................        0          38          15
Valuation allowance......................................    7,033           0           0
                                                           -------     -------     -------
Provision for income taxes ..............................  $ 1,342     $ 3,245     $ 1,726
                                                           =======     =======     =======
</TABLE>

Cash paid for income taxes totaled  $4,060,  $4,203,  and $3,504 in fiscal 2000,
1999 and 1998, respectively.

Pre-tax earnings of foreign  subsidiaries were $62, $15,287 and $5,895 in fiscal
2000,  1999  and  1998,  respectively.   Unremitted  earnings  of  such  foreign
subsidiaries of $18,281 were deemed to be permanently  invested at September 30,
2000. No deferred tax liability has been recorded  related to future  remittance
of these  earnings.  It is not  practicable to estimate the income tax liability
that might be incurred upon remittance of such earnings to the United States.

12. EMPLOYEE BENEFIT PLANS

The Company  maintains a  tax-qualified  defined  contribution  employee  profit
sharing plan (the "Profit Sharing Plan"). All full-time U.S.  employees,  except
for  employees of Denron in 1997,  who are 18 years of age or older and who have
completed one year of service with the Company are eligible to participate.  The
Company  may make  discretionary  profit  sharing  contributions  to the  Profit
Sharing  Plan  for any plan  year.  A  participant  is  entitled  to  receive  a
distribution  of the vested  interest  in his or her  account  upon  retirement,
death,  permanent  disability  or  termination  of  employment.   The  Company's
contribution  to the employee vests  immediately.  The Company  contributed  $0,
$177, and $193 for fiscal 2000, 1999 and 1998, respectively.

The Profit  Sharing Plan also contains  provisions  that are intended to satisfy
the tax  qualification  requirements  of Section 401(k) of the Internal  Revenue
Code (the "401(k) Plan"). All full-time U.S. employees,  except for employees of
Denron in 1997,  who are 18 years of age or older and who have completed 90 days
of service  with the Company are  eligible to  participate  in the 401(k)  Plan.
Under the 401(k)  Plan,  an employee  may elect to defer up to 15% of his or her
current  compensation.  Employee  contributions  to the 401(k) Plan are invested
according  to  the  direction  of  the  employee.  The  Company  makes  matching
contributions of up to 2% of an employee's total compensation.  A participant is
entitled to receive a distribution  of the vested interest in his or her account
upon retirement,  death, permanent disability or termination of employment.  The
Company's matching  contribution vests immediately.  Employee  contributions are
fully vested and  non-forfeitable  at all times. The Company  contributed  $278,
$89, and $69 for fiscal 2000, 1999, 1998, respectively.

The Company maintains a deferred  compensation  plan for certain  management and
highly compensated employees. Under the provisions of the plan, each participant
may defer up to 25% of annual  compensation,  and the Company will contribute up
to 2.5% of each participant's annual salary on a quarterly basis (10% annually).
Deferred  compensation,  under the plan,  is  invested  by the  Company,  at the
discretion of the Board;  however,  each participant's  account is allocated the
actual  income,  gains and losses that would have been earned if their  deferred
compensation  had been invested in  accordance  with their  personal  investment
selections.

<PAGE>

At  September  30, 2000 and 1999,  the  Company  had assets  related to deferred
compensation of $1,687 and $1,405, respectively,  which balances are included in
other  assets  in the  accompanying  consolidated  balance  sheet.  Compensation
expense for deferred compensation  arrangements  aggregated $278, $165, and $161
in fiscal 2000, 1999, 1998, respectively.

In accordance with statutory  requirements in Mexico, the Company is required to
make annual profit  sharing  distributions  to the  employees of Pantera.  These
distributions  are  determined  based  on 10% of  Pantera's  taxable  income.  A
provision of $0, $60, and $503 was recorded as of September 30, 2000,  1999, and
1998, respectively, for anticipated profit sharing distributions.

13. STOCK OPTION PLANS

In April 1993, the Board of Directors approved adoption of the Stock Option Plan
of 1993 that authorized  incentive stock options and non-qualified stock options
of 300,000 shares. Under the Plan, any salaried or supervisory  employees of the
Company,  as selected by the Board,  are  eligible  to be granted  options.  The
options have ten-year terms with exercise  prices equal to the fair market value
of the Company's  Common Stock at the date of grant, as determined by the Board.
The options are  exercisable  from the date of grant. At September 30, 1995, all
such options had been granted and were exercisable.

The Company's 1995 Stock Option Plan (the "1995 Plan") was approved by the Board
of  Directors  on August  1,  1995 and by the  shareholders  of the  Company  on
November 21, 1995. Under the 1995 Plan,  options may be granted to employees and
consultants  for the purchase of up to an aggregate of 475,000  shares of Common
Stock. The 1995 Plan was amended at the January 28, 1997  Shareholders'  Meeting
to provide for the authorization to issue an additional 525,000 shares under the
plan.  The 1995 Plan  provides for grants of both  incentive  stock  options and
non-qualified  stock options.  The 1995 Plan is  administered by the Board which
determines,  at its  discretion,  the number of shares  subject  to each  option
granted and the related purchase price and vesting period.

Under the 1995 Plan, no incentive stock option may be granted to an employee who
owns  more  than  10% of the  total  combined  voting  power of all  classes  of
outstanding stock. Each option expires on the date specified by the Compensation
Committee,  but not more  than 10 years  from its date of grant.  All  incentive
options granted under the 1995 Plan will have an exercise price of not less than
100% of the  closing  price of the  Common  Stock  on the  grant  date,  85% for
non-qualified  options.  Options  shall  be  exercisable  as  specified  by  the
Compensation Committee.  Generally, options are exercisable in cumulative annual
installments of 25% per year beginning one year after the date of grant.

Pursuant to the 1995 Outside  Directors  Stock Option Plan  ("Outside  Directors
Plan") adopted by the Board of Directors on August 1, 1995, and the shareholders
of the Company on November 21, 1995, options are granted to members of the Board
of  Directors  who are not  employees  or 10% owners of the Company (an "Outside
Director").  An  aggregate  of 125,000  shares of Common  Stock are reserved for
issuance under the Outside Directors Plan. All options granted under the Outside
Directors Plan are  exercisable in full beginning sixty days after date of grant
of the  option.  The  Outside  Directors  Plan  requires  that  options  granted
thereunder will expire not later than ten years after the date of grant.

The Company  applies APB 25 and related  Interpretations  in accounting  for its
option plans. Accordingly,  no compensation cost has been recognized for options
granted under its option plans. Had  compensation  cost for the Company's option
plans  been  determined  based on the fair  value at the grant  dates for awards
under the option plans consistent with the method of SFAS 123, the Company's net
income and earnings  per share would have been reduced to the pro forma  amounts
indicated as follows:

<PAGE>
<TABLE>
<CAPTION>
                                         2000          1999          1998
                                        ------        ------         ------
<S>                                      <C>            <C>           <C>
Net income (loss)-as reported          $(18,821)      $5,296         $2,570
Net income (loss)-pro forma             (19,903)       4,123          1,193
Earnings (loss) per share-as reported
     Basic                             $  (2.55)      $ 0.72         $ 0.37
     Diluted                              (2.55)        0.70           0.35
Earnings (loss) per share-pro forma
     Basic                             $  (2.70)      $ 0.56         $ 0.17
     Diluted                              (2.70)        0.54           0.16

</TABLE>

Under SFAS 123,  the fair value of each option grant is estimated on the date of
grant using the Black-Scholes  option pricing model with the following  weighted
average assumption:

<TABLE>
<CAPTION>
                                    2000           1999          1998
                                    ----           ----          ----
<S>                                  <C>            <C>           <C>
Expected dividend yield                0%             0%             0%
Risk free interest rate             6.30%          5.00%          5.25%
Expected volatility                   92%            89%           106%
Expected life                       4 years       4 years        4 years

</TABLE>


A summary of the status of the Company's  stock option plans as of September 30,
2000,  1999 and 1998,  and  changes  during the years  ending on those  dates is
presented below:

<TABLE>
<CAPTION>
                                                                      Year ended September 30,
                                         -------------------------------------------------------------------------------------
                                                    2000                         1999                        1998
                                         ----------------------     ---------------------------      -------------------------

                                                   Weighted-                       Weighted-                       Weighted-
                                                    Average                         Average                         Average
                                         Shares  Exercise Price     Shares       Exercise Price      Shares     Exercise Price
                                         ------  --------------     ------       --------------      ------     --------------
Options
-------
<S>                                     <C>             <C>            <C>                <C>           <C>              <C>
Outstanding at beginning of year         952,243        $ 9.24         888,019        $10.07         931,054            $10.03
Granted                                  137,500          7.71         292,577         11.21         195,875             17.29
Exercised                               ( 35,966)         1.95         (48,112)         4.87         (89,553)             2.64
Cancelled                               (178,333)        10.40        (180,241)        16.50        (149,357)            23.75
                                        --------                      --------                      --------
Outstanding at end of year               875,444          9.06         952,243          9.24         888,019             10.07
Options exercisable at end of year       567,267          8.28         487,229          7.38         428,904              6.77

</TABLE>

Included in the cancelled options above are 119,125 options with exercise prices
of $8.50-$31.50 and 50,950 options with exercise prices of $30.75 - $33.00 which
were  cancelled  and reissued at a lower  exercise  price during fiscal 1999 and
1998, respectively.  In  conjunction  with the  changes in exercise  price,  the
vesting  schedule  for all  such  options  was  revised  to  begin as of the new
issuance date.

During 2000 and 1999,  the  Company  issued  35,966 and 48,112  shares of common
stock,  respectively,  pursuant  to  exercises  of  options  granted  under  its
qualified  stock option  plans.  Such shares were issued at an average  price of
$1.95  and  $4.87  per  share  and a total  of $70 and  $246 in 2000  and  1999,
respectively. Such exercises also gave rise to tax benefits of $114, included in
equity in 1999.

<PAGE>

The following table summarizes  information  about stock options  outstanding at
September 30, 2000:

<TABLE>
<CAPTION>
                              Options Outstanding                                        Options Exercisable
--------------------------------------------------------------------------------------------------------------------
                                           Weighted
                                            Average            Weighted                              Weighted
      Range of             Number          Remaining            Average             Number           Average
  Exercise Prices       Outstanding      Contractual Life    Exercise Price       Exercisable    Exercise Price
--------------------------------------------------------------------------------------------------------------------
<S>     <C>                 <C>             <C>                 <C>                  <C>              <C>

$ 0.68 - $ 0.68              30,000         3.08              $ 0.68                 30,000         $ 0.68
  1.50 -   1.50              71,500         4.84                1.50                 71,500           1.50
  2.63 -   4.00              98,687         5.16                3.42                 98,687           3.42
  4.88 -   8.25              94,828         8.90                6.09                 10,656           6.07
  8.50 -   8.50             201,054         5.98                8.50                198,054           8.50
  8.69 -  12.13             134,000         8.61                9.71                 36,375          10.31
 12.63 -  12.63               1,625         8.74               12.63                  1,625          12.63
 12.75 -  12.75             108,500         8.17               12.75                 27,500          12.75
 12.81 -  17.00             101,250         7.02               15.81                 69,620          16.05
 19.63 -  32.75              34,000         7.00               25.80                 23,250          26.60
--------------------------------------------------------------------------------------------------------------------
$ 0.68 - $32.75             875,444         6.85              $ 9.06                567,267         $ 8.28

</TABLE>



14. GEOGRAPHIC INFORMATION

    Certain geographic information follows:
<TABLE>
<CAPTION>
                                              UNITED                                                       SOUTH
                                              STATES      CANADA      MEXICO     FAR EAST      EUROPE     AMERICA    CONSOLIDATED
                                              ------      ------      ------     --------     --------    -------    ------------
2000
----
<S>                                              <C>          <C>         <C>         <C>       <C>         <C>          <C>

Sales to unaffiliated customers ...........  $ 82,176    $ 39,474    $ 33,579     $  1,487   $  11,178   $  5,791   $  173,685
Operating profit (loss) ...................   (15,447)      6,698      (2,222)         304        (268)     1,569       (9,366)
Identifiable assets .......................    45,766      26,831      32,434          613      11,834     14,486      131,964


1999
----
<S>                                              <C>          <C>         <C>         <C>       <C>         <C>          <C>

Sales to unaffiliated customers ...........  $ 90,536    $ 29,550    $ 36,219     $  1,607   $   5,114   $  3,288   $  166,314
Operating profit (loss) ...................     3,358       6,570       3,205          (24)       (840)       612       12,881
Identifiable assets .......................    52,103      21,881      28,672          397       8,947     12,560      124,560


1998
----
Sales to unaffiliated customers ...........  $ 89,796    $  6,724    $ 28,918     $    412   $   2,501   $      0   $  128,351
Operating profit (loss) ...................     3,555       1,217       1,979         (102)       (672)         0        5,977
Identifiable assets .......................    45,971      18,907      18,950          115       5,078          0       89,021

</TABLE>

<PAGE>

15. QUARTERLY FINANCIAL DATA (Unaudited)

<TABLE>
<CAPTION>
                                          First      Second    Third     Fourth
                                         Quarter    Quarter   Quarter   Quarter
<S>                                    <C>        <C>        <C>        <C>
Year ended September 30, 2000
 Net sales .........................    $45,419    $40,634    $41,530    $46,102
 Gross profit ......................      7,349      4,832       (552)     1,067
 Net income (loss)..................      1,030       (486)    (8,294)   (11,071)
 Earnings (loss) per share (basic)..    $  0.14    $ (0.07)   $ (1.12)   $ (1.50)
 Earnings (loss) per share (diluted)    $  0.14    $ (0.07)   $ (1.12)   $ (1.50)

Year ended September 30, 1999
 Net sales .........................    $41,241    $43,638    $42,985    $38,450
 Gross profit ......................      7,080      7,804      7,508      5,410
 Net income ........................      1,292      1,663      1,756        585
 Earnings per share (basic).........    $  0.18    $  0.23    $  0.24    $  0.07
 Earnings per share (diluted).......    $  0.17    $  0.22    $  0.23    $  0.08

</TABLE>

The amounts disclosed above do not agree with previously reported results due to
the  reclassification  of certain  expenses  between  cost of sales and selling,
general and administrative expenses.

<PAGE>

                  SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
                   YEARS ENDED SEPTEMBER 30, 1998, 1999, 2000
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                      Additions
                                                      ---------

                                                     Charged     Charged
                                       Balance at    to costs    to other                Balance at
                                       beginning       and       accounts    Deductions    end of
Description                            of period     expenses    describe     describe     period
-----------                            ---------     --------    --------     --------     ------
<S>                                       <C>            <C>         <C>         <C>        <C>

Year ended September 30, 1998:
Allowance for doubtful accounts ......  $  222      $   41     $   132(3)   $    69(2)   $   326
Inventory Reserve ....................     693          78         680(3)       154(1)     1,297

Year ended September 30, 1999:
Allowance for doubtful accounts ......     326         101           0           69(2)       358
Inventory reserve ....................   1,297          41           0            0        1,338

Year ended September 30, 2000:
Allowance for doubtful accounts.......     358       1,268           0          178(2)     1,448
Inventory reserve ....................   1,338       3,573           0          318(1)     4,593
Deferred tax asset valuation allowance       0       7,033           0            0        7,033

(1) Due to disposal of excess and obsolete inventory
(2) Due to write off of bad debt
(3) Due to acquisition of Antrum
</TABLE>
<PAGE>
                                 THE JPM COMPANY

                                  EXHIBIT INDEX

Exhibits marked with a single asterisk are filed herewithin.  The other exhibits
listed  have  previously  been filed with the  Commission  and are  incorporated
herein by reference.

<TABLE>
<CAPTION>
Exhibit No.    Description of Exhibit
<S>                 <C>
3.1            Amended and Restated Articles of Incorporation of the Company (A)

3.2            Amended and Restated Bylaws of the Company (A)

4.1            Specimen Certificate of Common Stock of the Company (A)

4.2            Registration Rights Agreement (B)

10.1*          Waiver and Second Amendment and Modification to Loan Agreement dated May 15, 2000 between The JPM Company and
               First Union National Bank

10.2*          Waiver and Third Amendment and Modification to Loan Agreement dated September 14, 2000 between The JPM Company and
               First Union National Bank

10.3*          Fourth Amendment and Modification to Loan Agreement dated December 22, 2000 between The JPM Company and
               First Union National Bank

10.4*          Modification to Fourth Amendment and Modification to Loan Agreement effective December 22, 2000 between The JPM
               Company and First Union National Bank

10.5*          Employment Agreement dated December 13, 1999 by and between Mark A. Green and The JPM Company

10.6*          Employment Agreement dated July 24, 2000 by and between Kevin J. Bratton and The JPM Company

10.7*          Employment Agreement dated August 7, 2000 by and between Mark D. Huber and The JPM Company

10.8*          Addendum to Employment Contract dated July 20, 2000 by and between David J. Surgala and The JPM Company

10.9*          Addendum to Employment Contract dated August 11, 2000 by and between John M. Spangler and The JPM Company

10.10*         Addendum to Employment Contract dated August 15, 2000 by and between John H. Mathias and The JPM Company

10.11*         Addendum to Employment Contract dated August 15, 2000 by and between Kevin J. Bratton and The JPM Company

10.12*         Addendum to Employment Contract dated August 15, 2000 by and between Mark D. Huber and The JPM Company

10.13*         Addendum to Employment Contract dated August 16, 2000 by and between Therese M. Miller and The JPM Company

10.14*         Addendum to Employment Contract dated August 18, 2000 by and between James P. Mathias and The JPM Company

10.15*         Addendum to Employment Contract dated August 18, 2000 by and between Thomas A. Zuzzio and The JPM Company

10.16*         Addendum to Employment Contract dated August 21, 2000 by and between Robert R. Langton and The JPM Company

10.17          Employment Agreement dated May 9, 2000 by and between John J. Fitzgibbons and The JPM Company (H)

10.18          Employment Agreement dated May 31, 2000 by and between Thomas A. Zuzzio and The JPM Company (H)

10.19          Employment Agreement dated June 1, 1998, by and between Charles W. McDonald and The JPM Company (C)

10.20          Employment Agreement dated July 1, 1998, by and between Therese M. Miller and The JPM Company (C)

10.21          Employment Agreement dated July 1, 1998, by and between Jose R. Loza Jimenez and The JPM Company (C)

10.22          Employment Agreement dated October 14, 1997, by and between Wayne A. Bromfield and The JPM Company (D)

10.23          Employment Agreement dated May 1, 1995, by and between Maria Luisa Lozano and Electronica Pantera S.A. de C.V. (A)

10.24          Employment Agreement dated May 1, 1995, by and between Robert Verbosh and Electronica Pantera S.A. de C.V. (A)

10.25          Employment Agreement dated December 9, 1994, by and between John M. Spangler and The JPM Company (A)

10.26          Employment Agreement dated December 9, 1994, by and between Robert R. Langton and The JPM Company (A)

10.27          Employment Agreement dated September 21, 1990, by and between John H. Mathias and The JPM Company (A)

10.28          Employment Agreement dated September 21, 1990, by and between James P. Mathias and The JPM Company (A)

10.29          Employment Agreement dated April 26, 1999, by and between David J. Surgala and The JPM Company (G)

10.30          Management Agreement between AF Datalink Equipamentos de Telecomunicacoes, Ltda., and Fritz Juninger (F)

10.31          Management Agreement between AF Datalink Equipamentos de Telecomunicacoes, Ltda., and Abelardo Quindere
               Fraga Junior (F)

10.32          The JPM Company 1995 Stock Option Plan (A)

10.33          The JPM Company 1995 Outside Directors Stock Option Plan (A)

10.34          The JPM Company 1993 Stock Option Plan (A)

10.35          The JPM Company Deferred Compensation/Profit Sharing Plan (A)

10.36          Form of Non-Qualified Deferred Compensation Agreement with Key Employees (A)

10.37          The JPM Company Deferred Compensation Plan for Messrs. John H. and James P. Mathias (A)

10.38          Revolving Line of Credit Business Loan Agreement by and between The JPM Company and CoreStates Bank N.A. (C)

10.39          Amendment and Modification to Loan Agreement dated December 17, 1998 between The JPM Company and First Union
               National Bank (F)

10.40          Explanation and Waiver of Rights Regarding Confession of Judgement (F)

10.41          Amended and Restated Revolver Note (F)

10.42          Amended and Restated Revolver Note (F)

10.43          Amended and Restated Revolver Note (F)

10.44          Amended and Restated Revolver Note (F)

10.45          Stock Purchase Agreement between JPM and Datalink Equipamentos de Telecomunicacaoes Ltda. (E)

10.46          Demand Note between JPM Delaware and Abelardo Fraga Jr. (E)

10.47          Demand Note between JPM Delaware and Fritz Jungiger (E)

10.48          Open-Ended Mortgage and Security Agreement dated May 12, 1995, from The JPM Company to the Commonwealth Bank,
               a division of Meridian (A)

10.49          Agreement with Diebold, Inc. dated July 1, 1993, for sale of manufacture and service of electronic components (A)

21.1*          Subsidiaries of the Registrant

23.1*          Consent of PricewaterhouseCoopers LLP

27.1*          Financial Data Schedule
</TABLE>

(A) Incorporated by reference from Registrant's  Registration  Statement on Form
S-1 filed with the  Securities  and Exchange  Commission on February 9, 1996, as
amended.

(B)  Incorporated by reference from  Registrant's  Proxy Statement for a Special
Meeting  of  Shareholders  dated  and filed  with the  Securities  and  Exchange
Commission on May 5, 1997.

(C)  Incorporated by reference from the  Registrant's  Quarterly  Report on Form
10-Q for the quarter ended June 30, 1998, filed with the Securities and Exchange
Commission on August 14, 1998.

(D)  Incorporated by reference from the  Registrant's  Quarterly  Report on Form
10-Q for the quarter  ended  December 31, 1997,  filed with the  Securities  and
Exchange Commission on February 12, 1998.

(E)  Incorporated by reference from the  Regitrant's  Annual Report on Form 10-K
for the year ended  September 30, 1998,  filed with the  Securities and Exchange
Commission on December 22, 1998.

(F)  Incorporated by reference from the  Registrant's  Quarterly  Report on Form
10-Q for the quarter  ended  December 31, 1998,  filed with the  Securities  and
Exchange Commission on February 10, 1999.

(G)  Incorporated by reference from the  Registrant's  Quarterly  Report on Form
10-Q for the quarter ended June 30, 1999, filed with the Securities and Exchange
Commission on August 13, 1999.

(H)  Incorporated by reference from the  Registrant's  Quarterly  Report on Form
10-Q for the quarter ended June 30, 2000, filed with the Securities and Exchange
Commission on August 22, 2000.