<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, 1999
                              --------------------------------------------------
                                       or

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

    For the transition period from ________________ to _______________

    Commission File 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 December 6, 1999,  7,364,320 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 $32,514,000.

Portions  of the  proxy  dated  December  23,  1999 for the  Annual  Meeting  of
Shareholders  to be held on January 25, 2000 (the "2000 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 President and Chief Operating Officer,
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
manufacturing  facilities in Lewisburg  and Beaver  Springs,  Pennsylvania;  San
Jose, California;  Columbus,  Ohio; 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.  This consideration does not include
contingent cash  consideration of up to $4,500,000 which may be paid pursuant to
an earn out arrangement.

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.
<PAGE>
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,  California  and  South
Carolina (closed in 1998) 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
upgraded and expanded 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;  Columbus,  Ohio;
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. 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 is installing equipment for the production of single
mode  fiber  optic  cable.  In  Guadalajara,  the  Company is  implementing  the
production of high performance copper cable. Both of these projects are expected
to be  operational  during the year  ending  September  30,  2000.  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.
Except  for  the  Columbus,  OH  facility  opened  in  1999,  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,  emissions to the air,  discharge to waters and the  generation,
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, 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 seven Global
Business  Directors who are responsible for the growth and support of individual
customers or industry  segments.  The Global Business Directors 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, 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 fiscal year ended  September  30, 1997,
sales of the  Company's  products to Diebold,  Nortel,  IBM and  Hewlett-Packard
represented 17%, 16%, 14% and 10% 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>
                              1999          1998           1997
                             ------        ------         ------
<S>                           <C>           <C>            <C>
Telecommunications            43%            35%            24%
Computer                      39%            41%            41%
Networking                     5%             9%            14%
Business Automation           13%            15%            21%
                             ------        ------         ------
                             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 quality,  production  capacity,  breadth of product
line, engineering support capability, price, local support capability, delivery,
packaging, systems support and financial strength.

(g) Backlog.

The  Company   estimates  its  backlog  at  September  30,  1999  and  1998  was
approximately  $68,718,000  and $52,902,000  respectively.  The Company does not
include within 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, 1999 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.
<PAGE>
(h) Employees.

As of  September  30,  1999,  the  Company  had  approximately  3,400  full-time
employees,   including   approximately  2,698  production   operators,   397  in
engineering and other manufacturing support functions, 186 in executive, finance
and administrative  functions,  72 in sales and customer service functions,  and
107 in  materials  management  functions.  The  Lewisburg,  Guadalajara,  Beaver
Springs,  Columbus,  Toronto, Calgary, San Jose, Bela, Lecutenberg and Sao Paulo
facilities have  approximately 543, 1,615, 349, 14, 304, 46, 376, 147, 13 and 52
full-time employees,  respectively.  At the Guadalajara Facility,  approximately
250   full-time  and  689   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 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.

<PAGE>
ITEM 2. PROPERTIES
<TABLE>
<CAPTION>
                                                        Floor Space                     Mortgage      Lease
Facility Location                       Type              Sq. Ft.    Own/Lease           Amount     Expiration
<S>                          <C>                             <C>                     <C>          <C>
Beaver Springs, PA            Manufacturing                   75,000 Own           $   1,009,000          -
Bela, The Czech Republic      Manufacturing                   40,000 Own                   -              -
Calgary, Canada               Manufacturing                    5,000 Own                   -              -
Columbus, Ohio                Office, Ware & Manuf            12,000 Lease                 -        Jan. 2002

Guadalajara, Mexico           Manufacturing                   63,000 Own                   -              -
Guadalajara, Mexico           Office, Ware & Manuf            40,000 Lease                 -         May 2003
Guadalajara, Mexico           Office, Ware & Manuf            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               2,437,000       -
Lewisburg, PA                 Manufacturing                  100,000 Own                 479,000       -
                                                            --------
  Total Lewisburg                                            135,000

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

San Jose, CA                  Office, Ware & Manuf            40,000 Lease                 -       June.2002
San Jose, CA                  Office & Warehouse               7,000 Lease                 -      Sept. 2000
                                                            --------
   Total San Jose                                             47,000

Sao Paulo, Brazil             Office, Ware & Manuf            15,000 Lease                 -       Nov. 2001
Singapore                     Office & Warehouse               4,000 Lease                 -       Nov. 2002
Toronto, Canada               Office, Ware & Manuf            45,000 Own                 648,000       -
                                                            --------
                                Total                        592,000
</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.  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, 1999 and for the fiscal year ended September 30, 1998,
as reported by NASDAQ.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED 1998                           HIGH              LOW
<S>                                             <C>              <C>
First Quarter                                 $  27.25       $    19.50
Second Quarter                                   21.73            11.19
Third Quarter                                    14.88             9.88
Fourth Quarter                                   13.75             6.50

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  6, 1999  there  were  approximately  471  holders of record of the
Company's  Common Stock and,  according to latest  record,  approximately  3,350
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.

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, 1999,
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>

                                            FISCAL YEAR ENDED SEPTEMBER 30,

                              1999        1998       1997      1996      1995
                           ----------------------------------------------------
                           ----------------------------------------------------

Operating Statement Data:

(IN THOUSANDS, EXCEPT PER SHARE AND PERCENTAGE AMOUNTS)
<S>                        <C>        <C>         <C>       <C>        <C>

Net sales.................  $166,314  $  128,351  $ 112,787  $ 85,516  $ 54,042
Gross profit..............    27,802      21,138     23,537    14,706     8,491
Income from operations....    12,881       5,977     12,853     6,900     2,979
Net income................     5,296       2,570      7,329     3,083       936
Net income as a % of sales      3.18%       2.00%      6.50%     3.60%     1.70%
Net income applicable
  to Common Stock.........  $  5,296  $    2,570  $   7,329  $  2,943  $    659
Diluted net income
  per common share......... $   0.70  $     0.35  $    0.97  $   0.48  $   0.14
Weighted average common
 shares outstanding (Diluted)  7,588       7,423      7,538     5,683     4,390

</TABLE>

<TABLE>
<CAPTION>

                                                SEPTEMBER 30,

                              1999        1998       1997      1996      1995
                       ---------------------------------------------------------
                       ---------------------------------------------------------
Balance Sheet Data:
<S>                        <C>        <C>       <C>       <C>        <C>

Working capital..........  $  36,292 $    35,392 $   12,612 $  10,206 $     164
Total assets.............    124,560      89,021     54,130    39,862    25,427
Short-term debt..........      2,744         834      9,699     2,169     6,937
Long-term debt...........     53,100      42,193      2,805     3,264     4,292
Shareholders' equity.....     38,873      30,762     28,231    19,927     4,866

</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, 1999, 1998 and 1997:

<TABLE>
<CAPTION>

                                           FISCAL YEAR ENDED
                        --------------------------------------------------------
(in thousands of dollars) 1999      1998       1997     1999      1998     1997
                        --------------------------------------------------------
<S>                     <C>       <C>         <C>      <C>      <C>      <C>

Net sales...............$166,314  $128,351  $112,787    100.0%   100.0%   100.0%
Cost of sales........... 138,512   107,213    89,250     83.3     83.5     79.1
                         -------------------------------------------------------
Gross profit............  27,802    21,138    23,537     16.7     16.5     20.9
Selling, general and
 administrative expenses. 14,743    13,349     9,811      8.9     10.4      8.7
Costs related to
 cancelled secondary....       -       400         -        -      0.3        -
Costs related to the
 shut down of SC........     178     1,412         -      0.1      1.1        -
Costs related to
 merger.................       -         -       873        -        -      0.8
                         -------------------------------------------------------
                          14,921    15,161    10,684      9.0     11.8      9.5
                         -------------------------------------------------------
Income from operations..  12,881     5,977    12,853      7.7      4.6     11.4
Interest expense........  (3,912)   (1,753)     (670)    (2.4)    (1.4)    (0.6)
Other income (expense)..       9        72        (1)       -      0.1        -
                         -------------------------------------------------------
Income before taxes and
 minority interest......$  8,978  $  4,296  $ 12,182      5.3%     3.3%    10.8%
                         =======================================================
</TABLE>
<PAGE>
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,
respectfully.

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.

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.

<PAGE>
COMPARISON OF FISCAL YEAR 1998 WITH FISCAL YEAR 1997

Net sales for fiscal 1998 increased by $15,564,  or 13.8%, as compared to fiscal
1997.  This increase was primarily  from sales to new OEM  customers,  increased
sales to certain  existing  customers  and the June 1998  acquisition  of Antrum
Interface 725, Ltd . ("Antrum"). Antrum contributed $6,822 of the increase.

Gross profit decreased by $2,399, or 10.2%, in fiscal 1998 as compared to fiscal
1997. As a percentage of net sales,  gross profit decreased from 20.9% to 16.5%.
The decrease in gross profit as a percentage  of net sales was  primarily due to
increased  overhead  and direct  labor  costs  related to new  customer  and new
product  start up,  product  movement  costs as  product  was moved from one JPM
manufacturing facility to another and production inefficiencies.

Selling,  general and administrative  expenses for fiscal 1998 increased $3,538,
or  36.1%,  as  compared  to fiscal  1997,  primarily  as a result of  increased
compensation  expenses for additional  personnel to support the Company's growth
and expanding  international presence and $400 in additional expenses related to
the Company's cancelled secondary offering. The secondary offering was cancelled
during the Company's  first fiscal  quarter.  Fiscal 1998 also includes a second
fiscal  quarter pretax charge of $1,412 for costs related to the shutdown of the
Company's manufacturing facility in Winnsboro, SC.

Interest expense for fiscal 1998 increased by $1,083,  or 161.6%, as compared to
fiscal 1997.  The increase was primarily due to the  utilization  of $16,500 for
the Company's June 1998 acquisition of Antrum,  increased inventory and accounts
receivable  and  financing of the initial  phases of building new  manufacturing
facilities in the Czech Republic and Mexico.

The Company's effective income tax rate for fiscal 1998 was 40.2% as compared to
39.8%  in  fiscal  1997.  The  increase  in the  Company's  tax  rate was due to
non-deductible charges for goodwill amortization.

Net income for fiscal 1998 decreased  $4,759, or 64.9%, to $2,570 as compared to
fiscal 1997 net income of $7,329.  Diluted earnings per share during fiscal 1998
were $0.35  compared to $0.97 for fiscal 1997. Net income and earnings per share
decreased during the year primarily  because of increased  selling,  general and
administrative  expenses,  increased interest costs and reduced gross margins as
discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities during 1999 was $6,259. Net cash used
in operating  activities  during 1998 was $3,914.  The cash utilized in 1998 was
primarily  used to finance  increases in accounts  receivable and finished goods
inventory, as a result of sales growth and customer requirements.

Working  capital was $36,292 at  September  30,  1999,  an increase of $900 from
September 30, 1998. The increase in working  capital was primarily the result of
increased accounts receivable and inventory in anticipation of future sales.

During 1999 and 1998, the Company expended $10,610 and $7,928,  respectively for
capital  expenditures,  primarily  for new  facilities  in Mexico  and the Czech
Republic.  Financing  activities in 1999 and 1998 provided cash in the amount of
$9,790 and $29,742, respectively, primarily to finance increased working capital
needs,  capital expenditures and the acquisitions of Datalink in fiscal 1999 and
Antrum in fiscal 1998.
<PAGE>

CREDIT FACILITIES

In April 1998,  the Company  entered into a bank  revolving line of credit which
permited  the  Company  to draw  up to  $60,000  secured  by the  assets  of the
corporation. On December 17, 1998, the Company and its bank lenders modified the
line of credit  agreement  to provide for maximum  borrowings  of $70,000.  This
expanded credit facility matures April 2001. The interest rate on the line is an
adjustable  rate that  varies  between an  interest  rate of prime plus 0% up to
0.25%, or at the Company's election, a LIBOR rate plus 0.875% up to 2.0% tied to
the Company's  ratio of total  indebtedness  to annualized  EBITDA.  The line of
credit  provides  for  advances  up to  $70,000  as  long as the  Company  is in
compliance with debt covenants for total  indebtedness  to total capital,  total
indebtedness to annualized EBITDA and a fixed charge coverage ratio. The line of
credit  provides  certain  restrictions  with regard to  acquisitions,  mergers,
dissolution,   disposition   of  assets  and  the   incurrence   of   additional
indebtedness;  and  prohibits  loans  to or  investments  in other  entities  or
persons.  At September  30, 1999,  the Company was in  compliance  with all loan
covenants.  At September  30,  1999,  net  borrowings  under this line of credit
facility amounted to $47,668,  against an availability of $70,000, at a weighted
average interest rate of 7.37%.

The Company  believes that its cash flow from  operations and credit  facilities
will  be  sufficient  to  satisfy  working  capital   requirements  and  capital
expenditure  needs over at least the next twelve months.  The Company expects to
spend approximately  $7,000 on capital expenditures during fiscal 2000. However,
depending  on its  rate  of  growth,  profitability  and  potential  acquisition
activity,  the Company  may  require  additional  equity or debt  financing  for
working capital  requirements,  capital expenditures,  additional  manufacturing
capacity or acquisitions.

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.

Concentration of Revenues from Major Customers

The  Company's  top  four  customers  account  for  64%  of the  Company's  1999
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.

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") to facilitate the integration
of its nine (9)  worldwide  manufacturing  facilities  as well as remote  sales,
engineering,  and distribution locations during an approximate 24 month rollout.
The ERP  system  includes  Manufacturing,  Distribution,  Financial,  and  Human
Resource Management modules,  including Performance  Measurement  functionality.
The  selection  of a tier  one ERP  system  is  consistent  with  the  Company's
strategic plan to promote its global manufacturing capability,  better serve its
customers, align its organization,  and finally, implement an infrastructure and
tools to integrate its worldwide  operations.  The ERP project will be supported
by a new network  infrastructure  and complemented by a new global messaging and
document  management  system as well as computer aided design tools. The Company
intends to utilize  PeopleSoft's  E-business  initiatives by  integrating  these
information  systems  with  its  customers  and  suppliers  via  extranets,  the
Internet,  electronic data  interchange  ("EDI"),  and electronic funds transfer
("EFT").  The PeopleSoft ERP  implementation is intended to allow the Company to
unify  operations by providing  consistency  and  standardization  of the entire
company. The Company expects its cash outlay to be approximately $5,000 over the
two year  period  of its  installation.  The  majority  of this  outlay  will be
capitalized.  If the Company  encounters  significant  delays or problems in the
installation and  implementation  of the ERP system,  this could have a material
adverse effect on the Company's financial condition and results of operations.

Year 2000 Issues

The Year 2000 issue is the result of computer  programs  being written using two
digits  rather  than four  digits  to define  the  applicable  year.  Any of the
Company's  computer programs that have  date-sensitive  software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a  system  failure  or  miscalculations   causing   disruptions  in  operations,
including,  among other things, a temporary  inability to process  transactions,
send invoices, or engage in similar normal business activities.

The  Company is aware of  potential  Year 2000 issues in its  internal  computer
systems and software,  customer and supplier  systems and  software,  Electronic
Data  Interchange  (EDI)  software,   and  security  and  production   equipment
containing micro-processors.

The  Company  has  implemented  a Year  2000  project  previously  headed by its
Director of Management  Information  Services and now being  coordinated  by its
Corporate  Treasurer.  Each JPM facility also has a Year 2000 project team.  The
project team has identified areas with potential Year 2000 issues and developed,
assessed,  and evaluated projects in each of those areas. A report on the status
of Year 2000 projects is issued to the Company's Chief Executive Officer and the
Chief Financial  Officer on a monthly basis. This information is then summarized
and reported to the Board of Directors at its quarterly meetings.

The Company's  enterprise  software,  consisting  of its internal  financial and
manufacturing  systems,  has been evaluated for Year 2000  compliance.  Based on
this  evaluation,  the Company has implemented and validated  enterprise  system
software  upgrades that are required so that its computer  systems will properly
utilize dates beyond December 31, 1999. The Company presently  believes with the
conversion  and  modifications  of the  software,  the Year  2000  issue  can be
mitigated.  However, if such modifications or conversions are not adequate,  the
Year 2000 issue could have a material impact on the operations of the Company.

The Company has  inventoried  its computer  hardware and validated its Year 2000
compliance.  The Company does not believe  that it will  require any  additional
significant investment to upgrade any such hardware.

The Company  generally  utilizes  Microsoft  based office suites and  networking
products for its computing  software  needs and upgrades to newer software as it
becomes  available.  The Company's  current standard products are Windows 95 and
Office 97. The Company utilizes  Auto-Cad for its engineering  functions.  These
products have been  validated for Year 2000  compliance by software  provided by
the suppliers.  Because of its recent investment in this upgraded software,  the
Company does not believe that any additional investment would be material.

The Company has  initiated  formal  communications  with all of its  significant
suppliers  and large  customers to determine  the extent to which the Company is
vulnerable  to those third  parties'  failure to  remediate  their own Year 2000
issues. These communications ask for written assurances that they are or will be
Year  2000  compliant.  The  Company  utilizes  some  of its  larger  customers'
forecasts as part of its material  requirements planning system. The Company has
alternate sources for substantially all of its raw materials as a contingency if
any of its suppliers are not able to supply material.  The Company believes that
it cannot  produce an adequate  contingency  plan if the customer is not able to
order its parts or supply its forecasts.

The Company has assessed and validated the Electronic Data  Interchange  systems
that it utilizes to  communicate  and transmit  data between the Company and its
suppliers and customers.

The  Company has  inventoried  those  security  systems,  production  assets and
testing and quality assurance  equipment that contain  microprocessors and is in
the  process of  validating  Year 2000  compliance.  The  Company is not heavily
mechanized and expects that any remediation costs yet to be recognized would not
be material.

The Company's total estimated Year 2000 project costs of approximately $250,000,
of which  approximately  $225,000 has been incurred,  include the estimated cost
and time  associated  with the impact of third  parties' Year 2000 issues on the
Company  and are based on  presently  available  information.  The  Company  has
provided  the  funds  for the  Year  2000  project  through  utilization  of its
internally generated funds and its bank line of credit.

There can be no  guarantee  that the  systems  of other  companies  on which the
Company's systems rely will be timely converted, or that a failure to convert by
another  company,  or a  conversion  that is  incompatible  with  the  Company's
systems,  would not have a material  adverse effect on the Company.  The Company
has  determined  it has no  exposure to  contingencies  related to the Year 2000
issue for the products it manufactures or has sold.

The Company does not currently  believe that it has any material exposure to the
Year 2000 issue.  However,  if the Company discovers any such exposure,  it will
implement  projects to correct or prepare  contingency plans to address any such
issue.  The Company  believes  that a material  failure would occur if a utility
supplier  were  unable  to  provide  service  to one or  more  of the  Company's
facilities.  The  Company  does  not  currently  have an  alternative  for  this
contingency.

The costs of the project  and the dates on which the  Company  plans to complete
the Year 2000 assessments,  modifications,  conversions and validation are based
on  management's  best  judgement.  The projected  costs were derived  utilizing
assumptions  of future events  including the continued  availability  of certain
resources,  third party modification plans and other factors. However, there can
be no guarantee  that these  estimates will be achieved and actual results could
differ  materially  from these  plans.  Specific  factors  that might cause such
material  differences include, but are not limited to, the availability and cost
of personnel  trained in this area,  the ability to locate and correct  relevant
computer codes and similar uncertainties.


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.

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 on  $22,500 of  variable  rate  debt.  The first  agreement
effectively fixes the interest rate on a notional $15,000 of variable LIBOR rate
debt at 7.79%,  and expires April 9, 2001 unless  terminated by the counterparty
on June 1, 2000. The second agreement  effectively  fixes the interest rate on a
notional  $7,500 of variable  LIBOR rate debt at 7.65%,  and expires  August 20,
2004. The interest  differentials to be paid or received on the notional amounts
of the swaps are recognized over the lives of the  agreements.  At September 30,
1999 interest rate levels, the swaps require the Company to make payments to the
bank. The approximate  termination  value of the swaps would be a benefit to the
Company of $227.
<PAGE>
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.  Management  of the Company  anticipates  that due to its
limited use of derivative instruments,  the adoption of SFAS 133 will not have a
significant  effect on the  Company's  results of  operations  or its  financial
position.

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 2000 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 2000 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 2000 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  2000 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, 1999 and 1998.

                  -Consolidated Statement of Operations for the years ended
                    September 30, 1999, 1998 and 1997.

                  -Consolidated Statement of Shareholders' Equity for the years
                    ended September 30, 1999, 1998 and 1997.

                  -Consolidated Statement of Cash Flows for the years ended
                    September 30, 1999, 1998 and 1997.

                  -Notes to Consolidated Financial Statements
<PAGE>
    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:

              None

<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/ William D. Baker                       BY: /s/ John H. Mathias
    -----------------------------                  --------------------------
    William D. Baker                               John H. Mathias
    Vice President and                             Chairman of the Board and
    Chief Financial Officer                        Chief Executive Officer
    (Principal Financial Officer)                  (Principal Executive Officer)


Date    December 27, 1999                           December 27, 1999


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         December 27, 1999
-------------------------------       and Director (Principal Executive
John H. Mathias                       Officer)


/s/ James P. Mathias                  President, Chief Operating Officer        December 27, 1999
-------------------------------       and Director
James P. Mathias


/s/ William D. Baker                  Vice President, Chief Financial Officer   December 27, 1999
-------------------------------       (Principal Financial and
William D. Baker                      Accounting Officer)


/s/ Wayne A. Bromfield                Executive Vice President, General
-------------------------------       Counsel, Secretary and Director           December 27, 1999
Wayne A. Bromfield


/s/ Janet B. Mathias                  Director                                  December 27, 1999
-------------------------------
Janet B. Mathias


 /s/ Clifford M. Melberger            Director                                  December 27, 1999
-------------------------------
Clifford M. Melberger


/s/ Bruce M. Eckert                   Director                                  December 27, 1999
-------------------------------
Bruce M. Eckert


/s/ William Rulon-Miller              Director                                  December 27, 1999
-------------------------------
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 16  present  fairly,  in all  material
respects,  the financial  position of The JPM Company and its subsidiaries  (the
"Company") at September 30, 1999 and 1998,  and the results of their  operations
and their cash flows for each of the three years in the period  ended  September
30, 1999,  in conformity  with  generally  accepted  accounting  principles.  In
addition,  in our opinion,  the financial statement schedule listed in the index
appearing  under Item 14 (a) (2) on page 17  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 generally  accepted auditing standards 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 the opinion expressed above.

PricewaterhouseCoopers LLP

Philadelphia, PA
November 8, 1999
<PAGE>


<TABLE>
<CAPTION>

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

                                                                            SEPTEMBER 30,
                                                                      ----------------------------
                                                                       1999                  1998
<S>                                                                <C>                  <C>
                                                                   -------------         -------------
ASSETS
Current assets:
  Cash and cash equivalents......................................    $    969             $  2,625
  Accounts receivable (net of allowance of $358 and $326)........      21,755               19,681
  Inventories,net................................................      37,227               23,984
  Other current assets...........................................       5,802                3,711
                                                                       ------               ------
    Total current assets.........................................      65,753               50,001
Property, plant and equipment, net...............................      31,164               21,267
Excess of cost over fair value of net assets
 acquired and other intangible assets, net.......................      24,773               15,445
Other assets.....................................................       2,870                2,308
                                                                       ------               ------
                                                                     $124,560             $ 89,021
                                                                     ========               ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term borrowings..........................................    $      -             $    290
  Current maturities of long-term debt...........................         744                  544
  Notes payable..................................................       2,000                    -
  Accounts payable...............................................      18,375                7,707
  Accrued expenses...............................................       4,753                4,448
  Deferred income taxes..........................................       3,589                1,620
                                                                       ------               ------
    Total current liabilities....................................      29,461               14,609
Long-term debt...................................................      53,100               42,193
Deferred compensation liability..................................       1,405                  961
Deferred income taxes............................................       1,023                  496
Minority interest................................................         698                    -
                                                                       ------               ------
                                                                       85,687               58,259
                                                                       ------               ------
Commitments and contingencies....................................           -                    -
Shareholders' equity:
  Preferred Stock, no par value, 10,000 shares
     authorized, Class A, $31.43 stated value, no shares issued
     and outstanding.............................................           -                    -
  Common Stock, $.000067 par value, 40,000
     shares authorized, 7,364 shares issued in 1999 and 7,060
     shares issued in 1998.......................................           -                    -
  Additional paid-in capital.....................................      20,373               17,513
  Retained earnings..............................................      18,910               13,614
  Accumulated other comprehensive loss...........................        (410)                (365)
                                                                      -------              -------
    Total shareholders'equity....................................      38,873               30,762
                                                                       ======               ======
                                                                     $124,560             $ 89,021
                                                                     ========             ========

   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,
                                        -----------------------------------
                                            1999          1998        1997
<S>                                         <C>         <C>         <C>

Net sales..........................     $   166,314  $    128,351   $ 112,787
Cost of sales......................         138,512       107,213      89,250
                                         ----------     ---------    --------
                                             27,802        21,138      23,537
Selling, general and administrative
 expenses...........................         14,743        13,349       9,811
Secondary offering costs............              -           400           -
Plant shutdown costs................            178         1,412           -
Costs related to merger.............              -            -          873
                                         ----------     ---------    --------
                                             12,881         5,977      12,853
Other income (expense):
 Interest expense...................         (3,912)       (1,753)       (670)
 Other, net.........................              9            72          (1)
                                         ----------     ---------    --------
                                             (3,903)       (1,681)       (671)
                                         ----------      ---------   --------
Income before income taxes and
 minority interest..................          8,978         4,296      12,182
Provision for income taxes..........          3,245         1,726       4,853
                                         ----------     ---------    --------
Income before minority interest.....          5,733         2,570       7,329
Minority interest...................            437             -           -
                                         ----------     ----------   --------
Net income..........................    $     5,296  $      2,570   $   7,329
                                         ==========    ==========    ========
Basic earnings per common share.....    $      0.72  $       0.37   $    1.07
                                         ==========    ==========    ========
Diluted earnings per common share...    $      0.70  $       0.35   $    0.97
                                         ==========    ==========    ========
Weighted average number of shares of
 Common Stock outstanding (basic)...          7,314         7,022       6,875
                                         ==========    ==========    ========
Weighted average number of shares of
 Common Stock outstanding (diluted).          7,588         7,423       7,538
                                         ==========    ==========    ========

The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>

                                          THE JPM COMPANY
                                    CONSOLIDATED STATEMENTS OF
                                       SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                   Common Stock                             Accumulated
                                 -----------------  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, 1996     6,808,849  $  -     $16,212    $ 3,715     $   -           $19,927
Issuance of common stock            161,396     -         975          -         -               975
Net income                                -     -           -      7,329         -             7,329
                               ----------------------------------------------------------------------------
Balance at September 30, 1997     6,970,245     -      17,187     11,044         -            28,231
Issuance of common stock             89,553     -         326          -         -               326
Comprehensive loss                        -     -           -          -      (365)             (365)
Net income                                -     -           -      2,570         -             2,570
                               ----------------------------------------------------------------------------
Balance at September 30, 1998     7,059,798     -      17,513     13,614      (365)           30,762
Issuance of common stock            304,522     -       2,860          -         -             2,860
Comprehensive loss                        -     -           -          -       (45)              (45)
Net income                                -     -           -      5,296         -             5,296
                               ----------------------------------------------------------------------------
Balance at September 30, 1999     7,364,320  $  -     $20,373    $18,910     $(410)          $38,873
                               ============================================================================

</TABLE>

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



<TABLE>
<CAPTION>
<PAGE>


                                THE JPM COMPANY
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                (in thousands)


                                                                                               YEAR ENDED SEPTEMBER 30,
                                                                                        -----------------------------------
                                                                                           1999        1998         1997
<S>                                                                                      <C>         <C>         <C>
                                                                                         --------    --------     ---------
Cash flows from operating activities:
  Net income .......................................................................   $  5,296    $  2,570     $ 7,329
  Adjustments to reconcile net income to net cash provided by (used in)
    operating activities:
    Depreciation and amortization ..................................................      3,948       2,727       1,640
    Foreign currency translation (gain) loss .......................................        (17)        (52)        (12)
    Loss (gain) on sale of property, plant and equipment ...........................        (18)          -          66
    Deferred taxes .................................................................      1,869          33          61
    Minority interest ..............................................................        437           -           -
    Deferred compensation expense ..................................................        444         340         112
    Secondary offering costs........................................................          -         400           -
    Plant shutdown costs ($1,412 less cash payments of $742)........................          -         670           -
    Change in assets and liabilities, net of effects from businesses acquired:
      (Increase) decrease in accounts receivable ...................................     (1,413)     (5,057)       (438)
      (Increase) decrease in inventories ...........................................    (12,503)     (2,097)     (7,762)
      (Increase) decrease in other assets ..........................................     (1,940)     (2,887)     (1,086)
      Increase (decrease) in accounts payable ......................................     10,694        (178)       (773)
      Increase (decrease) in accrued expenses ......................................       (538)         (8)        175
      Increase (decrease) in income taxes payable ..................................          -        (375)       (513)
                                                                                       --------     --------    --------
    Net cash provided by (used in) operating activities ............................      6,259      (3,914)     (1,201)
                                                                                       --------     --------    --------
Cash flows from investing activities:
  Payments for assets and businesses acquired, net of cash acquired of $465 in 1999,
    $1,233 in fiscal 1998 and $88 in fiscal 1997 ...................................     (5,914)    (15,415)     (1,897)
  Capital expenditures .............................................................    (10,610)     (7,928)     (4,255)
  Proceeds from sale of property, plant and equipment ..............................         28           -           7
  Collections of notes receivable -- related parties ...............................          -           -         206
  Deferred compensation plan contributions .........................................       (444)        (403)       (116)
                                                                                       --------     --------    --------
    Net cash provided by (used in) investing activities ............................    (16,940)     (23,746)     (6,055)
                                                                                       --------     --------    --------
Cash flows from financing activities:
  Net borrowings (repayments) under credit facilities ..............................      9,878       29,608       6,650
  Proceeds from issuance of long-term debt .........................................          -        2,600          40
  Principal payments on long-term debt .............................................       (678)      (2,697)       (699)
  Common stock issuance ............................................................        246          231         397
  Subsidiary equity transaction.....................................................        344            -           -
                                                                                        --------     --------    --------
    Net cash provided by (used in) financing activities ............................      9,790       29,742       6,388
                                                                                       --------     --------    --------
Effect of changes in exchange rates on cash ........................................       (765)           -           -
                                                                                       --------     --------    --------
Increase (decrease) in cash and cash equivalents ...................................     (1,656)       2,082        (868)
Cash and cash equivalents at beginning of period ...................................      2,625          543       1,411
                                                                                       --------     --------    --------
Cash and cash equivalents at end of period .........................................   $    969     $  2,625    $    543
                                                                                       ========     ========    ========
Supplemental information relative to cash paid for interest -- See Note 8.
Supplemental information relative to cash paid for income taxes -- See Note 10.

   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:

Basis of presentation

On June 4, 1997 the Company completed a merger with Denron,  Inc.  ("Denron") by
exchanging  791,170  shares  of  the  Company's  common  stock  for  all  of the
outstanding common stock of Denron. The merger was accounted for as a pooling of
interests  in  accordance  with  Accounting  Principles  Board  Opinion  No. 16,
"Business Combinations" ("APB 16").  Accordingly,  all prior period consolidated
financial  statements presented were restated to include the combined results of
operations,  financial position and cash flows of Denron as though it had always
been a part of the Company.

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 12 months 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.
<PAGE>
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
$17, $52, and $12 for fiscal 1999, 1998 and 1997, 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 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.  Management  of  the  Company
anticipates that due to its limited use of derivative instruments,  the adoption
of SFAS 133 will not have a  significant  effect  on the  Company's  results  of
operations or its financial position.

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.

<PAGE>

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. This consideration does not include
contingent cash  consideration  of up to $4,500 which may be paid pursuant to an
earn out arrangement included in the stock purchase agreement.  This arrangement
provides  for the Company to pay  additional  consideration  based on  operating
profit targets,  as defined,  for the period from June 1, 1997 through  November
30,  2000.  Such  contingent  consideration,  if  earned,  will  be  treated  as
additional purchase price when earned. The transaction has been accounted for as
a purchase in accordance with APB 16.

The  unaudited  results of  operations  on a pro forma basis as if Datalink  and
Antrum had been acquired as of the beginning of the respective periods below 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 diluted common share           $   0.69          $   0.42

</TABLE>


In August  1997,  the  Company  acquired  the assets of Corma  Elektrotechnische
Productions GmbH,  Leuchtenberg,  Germany and Corma spol s.r.o.,  Bor, the Czech
Republic (collectively "Corma"),  manufacturers and assemblers of cable and wire
harnesses, for cash consideration of $1,688.

Information with respect to these acquisitions is presented below:


                                                     1999       1998     1997
                                                     ----       ----     ----
Cash paid (net of cash acquired) ..............   $ 5,535    $15,267   $ 1,688
Issuance of common stock and notes payable.....     4,500          -         -
Transaction and other costs ...................       379        148       209
                                                  -------    -------   -------
                                                   10,414     15,415     1,897
Fair value of tangible assets acquired ........       275     (4,262)   (1,435)
                                                  -------    -------   -------
Excess of cost over fair value of net assets
  acquired and other intangible assets ........   $10,689    $11,153   $   462
                                                  =======    =======   =======

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

                                                                SEPTEMBER 30,
                                                                -------------
                                                               1999       1998
                                                             -------    -------
Excess of cost over fair value of net assets acquired ....  $ 27,072    $16,383
Other ....................................................       250        250
                                                             -------    -------
                                                              27,322     16,633
Accumulated amortization .................................    (2,549)    (1,188)
                                                             -------    -------
                                                            $ 24,773    $15,445
                                                             =======    =======


<PAGE>
3. 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.

4. MAJOR CUSTOMERS AND SUPPLIERS

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.  Net  sales  to  Diebold,   Nortel,  IBM  and
Hewlett-Packard  amounted  to  17%,  16%,  14%  and  10%  of  total  net  sales,
respectively,  for fiscal 1997. Aggregate net sales to major customers,  each of
which  exceeded 10% of total net sales were 64%, 61%, and 57% of total net sales
in 1999, 1998 and 1997, respectively.  At September 30, 1999 and 1998, aggregate
accounts  receivable  from  these  customers  represented  63% and 55% 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.

5. INVENTORIES

                                                          SEPTEMBER 30,
                                                          -------------
                                                         1999        1998
                                                      --------    ---------
Finished goods .............................         $ 10,392    $  5,915
Work-in-process ............................            5,134       4,194
Raw materials and supplies .................           23,039      15,172
Valuation reserve ..........................           (1,338)     (1,297)
                                                     --------    --------
                                                     $ 37,227    $ 23,984
                                                     ========    ========

6. PROPERTY, PLANT AND EQUIPMENT, NET

                                               SEPTEMBER 30,
                                           -------------------         ESTIMATED
                                            1999          1998      USEFUL LIVES
                                           ------        ------     ------------
Land ...............................     $    400      $    645
Buildings and improvements .........       13,511         9,627      10-25 years
Machinery and equipment ............       13,867        11,593       5-10 years
Furniture and fixtures .............        7,953         6,819       5-10 years
Vehicles ...........................          451           377       3- 5 years
Construction in progress ...........        6,371         2,838
                                         --------      --------
                                           42,553        31,899
Less: Accumulated depreciation .....      (11,389)      (10,632)
                                        ---------      --------
                                         $ 31,164      $ 21,267
                                         ========      ========

<PAGE>

The Company leases certain equipment under capital leases.  Property,  plant and
equipment  includes  $1,898 and $298 of capital leases at September 30, 1999 and
1998.  Accumulated  depreciation includes $152 and $24 at September 30, 1999 and
1998 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:

                                        2000   $  430
                                        2001      430
                                        2002      392
                                        2003      364
                                        2004      182
                                                ------
   Total net minimum lease payments             1,798
   Less amount representing interest             (195)
                                                ------
   Present value of net minimum lease payments $1,603
                                                ======

At  September  30,  1998,   buildings  and  improvements   included  $1,080  and
accumulated  depreciation  included $96 for capital leases that were  refinanced
with mortgages during fiscal 1999.

The Company also leases  certain  office and  manufacturing  facilities,  office
equipment and vehicles  under  operating  leases.  Rent expense under  operating
leases was $1,054,  $1,116 and $662 for fiscal 1999, 1998 and 1997 respectively.
Future minimum lease payments under operating leases are:

                                        2000   $  821
                                        2001      530
                                        2002      336
                                        2003      166
                                        2004        9
                                                -----
   Total minimum payments required             $1,862
                                                =====

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
                                                           SEPTEMBER 30,
                                                         -----------------
                                                          1999       1998
                                                         ------     ------
Salaries and benefits ........................           $3,523     $2,593
Other ........................................            1,230      1,855
                                                         ------     ------
Total accrued expenses .......................           $4,753     $4,448
                                                         ======     ======

Included in accounts payable at September 30, 1999 and 1998 are book
overdrafts totaling $2,906 and $827, respectively.

<PAGE>

8. FINANCING ARRANGEMENTS
<TABLE>
<CAPTION>
                                                                                           SEPTEMBER 30,
                                                                                        -------------------
<S>                                                                                       <C>         <C>
                                                                                          1999        1998
                                                                                        -------      ------
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 $1,714 at
 September 30, 1999...................................................................$    472           -

Mortgage payable to bank; at a fixed rate of 8.25%; payable in monthly
 installments of $19 through September 2010; secured by land, buildings and
 improvements in Lewisburg, PA with a net book value of $909 at
 September 30, 1999 ..................................................................     479         679

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 $1,714 at September 30, 1999.............................     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 $3,410 at September 30, 1999................................   2,437       2,547

Mortgage payable to bank; bank prime rate plus .75% (6.25% at September 30, 1999 and an
 average rate of 6.53% for fiscal 1999); payable in monthly installments of $4 through
 December 2002; secured by land and building in Pickering, Ontario, Canada with a
 net book value of $1,133 at September 30, 1999.......................................     648         678

Debt under a line of credit facility; $49,500 at a weighted average LIBOR-based rate
 of 7.37% at September 30, 1999 less short-term invested funds of $1,832 at
 September 30, 1999..................................................................   47,668      37,500

Capital lease obligations, payable through 2003 ......................................   1,603       1,307

Other term loans payable .............................................................       -          26
                                                                                       -------     -------
                                                                                        53,844      42,737
Less: Current maturities .............................................................    (744)       (544)
                                                                                       -------     -------
                                                                                      $ 53,100     $42,193
                                                                                      ========     =======
</TABLE>

Maturities of long-term debt, subsequent to September 30, 1999 are as follows:

<TABLE>
<CAPTION>
Year ending
September 30,
<S>                                  <C>
2000 ............................ $     744
2001 ............................    48,472
2002 ............................       665
2003 ............................     1,041
2004 ............................       388
Thereafter ......................     2,534
                                     ------
                                  $  53,844
                                     ======
</TABLE>

Interest  paid in  fiscal  1999,  1998 and  1997 on  short-term  borrowings  and
long-term debt totaled $4,003, $1,440, and $615, respectively.

The Company has a $70,000  bank  revolving  line of credit that expires in April
2001 and provides for both short and long-term  borrowing.  The interest rate on
the line is an  adjustable  rate which varies  between the bank's prime  lending
rate plus 0% up to 0.25% or, at the Company's election,  a LIBOR-based rate plus
0.875% up to 2.0%  measured  on a sliding  scale tied to the  Company's  debt to
annualized  EBITDA ratio.  Borrowings  are secured by  substantially  all of the
Company's assets.  The line of credit requires  maintenance of certain financial
ratios and provides certain  restrictions with regard to acquisitions,  mergers,
dissolution,   disposition   of  assets  and  the   incurrence   of   additional
indebtedness;  and  prohibits  loans  to or  investments  in other  entities  or
persons.  At September  30, 1999,  the Company was in  compliance  with all loan
covenants.

Short-term borrowings of $290, at an interest rate of 8.25%, were outstanding at
the end of fiscal 1998.

The Company has two  interest  rate swap  agreements  with  commerical  banks to
effectively  fix its interest  rates on $22,500 of variable rate debt. The first
agreement  effectively fixes the interest rate on a notional $15,000 of variable
LIBOR rate debt at 7.79%,  and expires  April 9, 2001 unless  terminated  by the
counterparty  on June 1,  2000.  The  second  agreement  effectively  fixes  the
interest  rate on a notional  $7,500 of variable  LIBOR rate debt at 7.65%,  and
expires  August 20, 2004. The interest  differentials  to be paid or received on
the  notional  amounts  of the  swaps  are  recognized  over  the  lives  of the
agreements.  At September 30, 1999  interest rate levels,  the swaps require the
Company to make payments to the bank. The approximate  termination  value of the
swaps would be a benefit to the Company of $227.

9.  COMPREHENSIVE INCOME

The Company adopted SFAS No. 130,  "Reporting  Comprehensive  Income," as of the
first  quarter  of  fiscal  1999.  SFAS No.  130  establishes  new rules for the
reporting and display of comprehensive  income and its components,  however,  it
had no impact on the Company's net income or total shareholders' equity.

The components of comprehensive income are as follows:
<TABLE>
<CAPTION>
                                      Year Ended September 30,
                                     1999       1998       1997
                                    ------     ------     ------
<S>                                  <C>        <C>        <C>
Net income........................  $5,296     $2,570     $7,329

Other comprehensive income (loss):
   Change in accumulated
   translation adjustment.........    (45)      (365)          -
                                    ------     ------     ------
Total comprehensive income........  $5,251     $2,205     $7,329
                                    ======     ======     ======
</TABLE>

10. INCOME TAXES

Provision for income taxes in the consolidated statement of operations:

<TABLE>
<CAPTION>
                                                    YEAR ENDED SEPTEMBER 30,
                                             -----------------------------------
                                               1999         1998         1997
                                             --------     --------     ---------
<S>                                          <C>          <C>             <C>
Current expense (benefit)
 Federal .............................      $  (955)      $  (592)      $ 3,561
 State ...............................         (835)         (116)          510
 Foreign .............................        3,166         2,401           721
                                            -------       -------       -------
                                              1,376         1,693         4,792
                                            -------       -------       -------
Deferred expense (benefit)
 Federal .............................         (179)          146          (436)
 State ...............................         ( 57)           26           (49)
 Foreign .............................        2,105          (139)          546
                                            -------       -------       -------
                                              1,869            33            61
                                            -------       -------       -------
                                            $ 3,245       $ 1,726       $ 4,853
                                            =======       =======       =======
</TABLE>
<PAGE>
The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets and deferred tax  liabilities  at September  30, 1999
and 1998 are presented below:

<TABLE>
<CAPTION>
                                                               September 30,
                                                            -------------------
                                                              1999        1998
                                                             -------     -------
<S>                                                          <C>         <C>
Deferred tax assets:
 Accounts receivable ....................................   $    87     $    85
 Inventory ..............................................       757         638
 Property, plant and equipment ..........................        49          12
 Accrued employee liabilities ...........................     1,184         849
 Other ..................................................         3          30
                                                            -------     -------
                                                              2,080       1,614
                                                            -------     -------
Deferred tax liabilities:
 Inventory ..............................................    (3,673)     (1,671)
 Property, plant and equipment ..........................    (1,015)       (864)
                                                            -------     -------
                                                             (4,688)     (2,535)
                                                            -------     -------
 Net deferred tax liability .............................   $(2,608)    $  (921)
                                                            =======     =======
</TABLE>

 An analysis of the Company's effective income tax rate is as follows:
<TABLE>
<CAPTION>
                                                                Year Ended September 30,
                                                             1999         1998        1997
                                                            -------     -------     -------
<S>                                                         <C>         <C>           <C>
Income taxes at U.S. federal income tax rate ............  $ 3,053     $ 1,461     $ 4,142
State taxes, net of federal benefit .....................     (589)        (71)        320
Foreign operations taxed at higher rates.................      160          85           -
Amortization of intangible assets .......................      444         177          81
Inflation ...............................................      139          59          48
Other, net ..............................................       38          15         262
                                                           -------     -------     -------
Provision for income taxes ..............................  $ 3,245     $ 1,726     $ 4,853
                                                           =======     =======     =======
Effective income tax rate ...............................     36.1%       40.2%       39.8%
                                                           =======     =======     =======
</TABLE>
Cash paid for income taxes totaled  $4,203,  $3,504,  and $5,610 in fiscal 1999,
1998 and 1997, respectively.

Pre-tax  earnings of foreign  subsidiaries  were  $15,287,  $5,895 and $4,051 in
fiscal 1999, 1998 and 1997,  respectively.  Unremitted  earnings of such foreign
subsidiaries of $17,692 were deemed to be permanently  invested at September 30,
1999. 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.

11. 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 21 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 vests to the employee ratably over a seven-year period. The Company
contributed $177, $193, and $150 for fiscal 1999, 1998 and 1997, respectively.
<PAGE>

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 21 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 fifteen cents for each dollar deferred by the employee up to 6%
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  $89,  $69, and $30 for
fiscal 1999, 1998 and 1997, 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.

The Company has also entered into additional  deferred  compensation  agreements
with two members of management.  The terms of each of these  agreements  provide
that  either  employee  may elect to defer any  portion  of their  annual  gross
salary.  These agreements in no way obligate either  participant to make such an
election in any fiscal year, and a failure to elect for any fiscal year will not
affect the right to do so in any subsequent fiscal year. These agreements do not
provide for Company contributions.

At  September  30, 1999 and 1998,  the  Company  had assets  related to deferred
compensation  of $1,405 and $961,  respectively,  which balances are included in
other  assets  in the  accompanying  consolidated  balance  sheet.  Compensation
expense for deferred compensation  arrangements  aggregated $165, $161, and $112
in fiscal 1999, 1998, and 1997, 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 $60,  $503, and $215 was recorded as of September 30, 1999,  1998,
and 1997, respectively, for anticipated profit sharing distributions.

12. 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.
<PAGE>
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:

<TABLE>
<CAPTION>
                                      1999          1998          1997
                                     ------        ------         ------
<S>                                  <C>            <C>           <C>
Net income-as reported              $5,296         $2,570         $7,329
Net income-pro forma                 4,123          1,193          6,166
Earnings per share-as reported
     Basic                          $ 0.72         $ 0.37         $ 1.07
     Diluted                          0.70           0.35           0.97
Earnings per share-pro forma
     Basic                          $ 0.56         $ 0.17         $ 0.90
     Diluted                          0.54           0.16           0.82

</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>
                                    1999           1998          1997
                                    ----           ----          ----
<S>                                  <C>            <C>           <C>
Expected dividend yield                0%             0%             0%
Risk free interest rate             5.00%          5.25%          5.25%
Expected volatility                   89%           106%           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,
1999,  1998 and 1997,  and  changes  during the years  ending on those  dates is
presented below:
<TABLE>
<CAPTION>

                                                                      Year ended September 30,
                                         -------------------------------------------------------------------------------------
                                                    1999                         1998                        1997
                                         ----------------------     ---------------------------      -------------------------

                                                   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         888,019        $10.07         931,054        $10.03         839,800             $4.71
Granted                                  292,577         11.21         195,875         17.29         267,500             22.12
Exercised                               ( 48,112)         4.87         (89,553)         2.64        (161,396)             2.51
Cancelled                               (180,241)        16.50        (149,357)        23.75         (14,850)            10.11
                                        --------                      --------                      --------

Outstanding at end                       952,243          9.24         888,019         10.07         931,054             10.03
of year

Options exercisable                      487,229          7.38         428,904          6.77         348,634              3.85
at end of year
</TABLE>
<PAGE>
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 1999 and 1998,  the  Company  issued  48,112 and 89,553  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
$4.87  and  $2.64  per  share  and a total of $246  and  $231 in 1999 and  1998,
respectively.  Such  exercises  also gave rise to tax  benefits of $114 and $95,
included in equity in 1999 and 1998, respectively.

The following table summarizes  information  about stock options  outstanding at
September 30, 1999:
<TABLE>
<CAPTION>
                                     Options Outstanding                              Options Exercisable
                                     -------------------                              -------------------
                                                Weighted-Average
                                                   Remaining       Weighted-                       Weighted-
            Range of Exercise        Number       Contractual       Average         Number          Average
                  Prices           Outstanding       Life       Exercise Price    Exercisable    Exercise Price
           -------------------     -----------   -------------  --------------    -----------    --------------
               <S>                   <C>             <C>           <C>               <C>           <C>
               $0.68 -$ 0.68          38,300          4.09           $0.68            38,300          $0.68
                1.50 -  1.50          88,000          5.85            1.50            88,000           1.50
                2.63 -  4.00          99,662          6.17            3.41            80,966           3.59
                6.00 -  7.65          74,964          8.53            6.40             5,300           7.65
                8.50 -  8.50         243,908          6.94            8.50           182,428           8.50
                8.88 - 12.13          89,000          8.96           10.87            16,001          10.64
               12.75 - 12.75         163,000          9.21           12.75                 -              -
               12.81 - 17.00         120,034          7.98           15.95            53,084          16.20
               19.63 - 25.00          27,375          8.00           20.86            15,900          20.78
               25.25 - 27.25           8,000          8.14           27.00             7,250          27.18
                                   -----------                                    -----------
               $0.68-$27.25          952,243          7.52          $ 9.24           487,229          $7.38
</TABLE>



13. GEOGRAPHIC INFORMATION

    Certain geographic information follows:
<TABLE>
<CAPTION>
                                              UNITED                                                       SOUTH
                                              STATES      CANADA      MEXICO     FAR EAST      EUROPE     AMERICA    CONSOLIDATED
                                              ------      ------      ------     --------     --------    -------    ------------
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   $      -   $  128,351
Operating profit (loss) ...................     3,555       1,217       1,979         (102)       (672)         -        5,977
Identifiable assets .......................    45,971      18,907      18,950          115       5,078          -       89,021


1997
----
Sales to unaffiliated customers ...........  $ 86,143    $     -     $ 26,369     $      -   $     275   $      -   $  112,787
Operating profit (loss)....................     9,349          -        3,536            -         (32)         -       12,853
Identifiable assets .......................    34,714          -       16,391            -       3,025          -       54,130
</TABLE>

<PAGE>

14. QUARTERLY FINANCIAL DATA (Unaudited)
<TABLE>
<CAPTION>
                                          First      Second    Third     Fourth
                                         Quarter    Quarter   Quarter   Quarter
<S>                                    <C>        <C>        <C>        <C>
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 (Diluted).......    $  0.17    $  0.22    $  0.23    $  0.08

Year ended September 30, 1998
 Net sales .........................    $31,462    $30,373    $32,333    $34,183
 Gross profit ......................      5,013      5,192      5,240      5,693
 Net income (loss)..................        849        (20)       972        769
 Earnings per share (Diluted).......    $  0.11    $  0.00    $  0.13    $  0.11

</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, 1997, 1998, 1999
                             (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, 1997:
Allowance for doubtful accounts ..  $  164         $ 232      $   8(3)    $  182(2)  $  222
Inventory Reserve ................     627            55         11(3)         -        693


Year ended September 30, 1998:
Allowance for doubtful accounts ..     222            41         132(4)        69(2)     326
Inventory Reserve ................     693            78         680(4)       154(1)   1,297


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

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

                                  EXHIBIT INDEX

Exhibits marked with a single asterisk are filed herewithin, and exhibits marked
with a double asterisk  reference a management  contract,  compensatory  plan or
arranagement,  filed in response to Item  14(a)(3) of the  instructions  to Form
10-K. 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**         Employment Agreement dated June 1, 1998, by and between Charles W. McDonald and The JPM Company (C)

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

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

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

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

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

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

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

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

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

10.11**        Employment Agreement dated March 12, 1996, by and between William D. Baker and The JPM Company (A)

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

10.13**        Employment Agreement dated May 19, 1999, by and between Gary L. Lambert and The JPM Company (G)

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

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

10.16**        The JPM Company 1995 Stock Option Plan (A)

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

10.18**        The JPM Company 1993 Stock Option Plan (A)

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

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

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

10.22**        Revolving Line of Credit Business Loan Agreement by and between The JPM Company and CoreStates (C)

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

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

10.25          Amended and Restated Revolver Note (F)

10.26          Amended and Restated Revolver Note (F)

10.27          Amended and Restated Revolver Note (F)

10.28          Amended and Restated Revolver Note (F)

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

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

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

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

10.33          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.