SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-K/A1


__X__    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended September 30, 2000

_____    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

              For the transition period from ________ to ________.

                         Commission File Number: 0-25360

                           AG-CHEM EQUIPMENT CO., INC.
                (Name of Registrant as Specified in Its Charter)

           Minnesota                                              41-0872842
(State or Other Jurisdiction of                                 (IRS Employer
 Incorporation or Organization)                              Identification No.)
                               5720 Smetana Drive
                        Minnetonka, Minnesota 55343-9688
                    (Address of Principal Executive Offices)

                                 (952) 933-9006
              (Registrant's Telephone Number, Including Area Code)

       Securities Registered Under Section 12(b) of the Exchange Act: None

         Securities Registered Under Section 12(g) of the Exchange Act:

                          Common stock, $.01 par value
                                (Title of Class)

         Indicate by check mark whether the registrant has:

1.       Filed all reports required to be filed by Section 13 or 15(d) of the
         Exchange Act during the past 12 months (or for such shorter period that
         the registrant was required to file such reports), and
2.       Been subject to such filing requirements for the past 90 days.

                               __X__ Yes _____ No

         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. |X|

         As of November 17, 2000, the aggregate market value of the voting stock
held by non-affiliates of the registrant, computed by reference to the closing
sales price for such stock as reported by the Nasdaq National Market System, was
approximately $42,012,195.


         As of the close of business on November 17, 2000, there were
outstanding 9,579,868 shares of the registrant's common stock, $.01 par value.

         This Form 10-K/A1 is filed to amend items 7, 8 and 14. The remaining
items of the Form 10-K previously filed are not amended hereby.



                                       i
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Dollars in thousands)


OVERVIEW

         Ag-Chem Equipment Co., Inc. manufactures and distributes off-road
equipment primarily for use in fertilizing agricultural crops, the application
of crop protection chemicals to crops, and to a lesser extent, industrial waste
treatment applications and other industrial uses.

         The Company generates a majority of its consolidated revenues from its
line of agricultural equipment, which consists of self-propelled, three and
four-wheeled vehicles and related equipment for use in the application of liquid
and dry fertilizers and crop protection chemicals. The Company manufactures
equipment for use both prior to planting crops ("pre-emergence") and after crops
emerge from the ground ("post-emergence"). Unlike most of its competitors which
sell through distributors, the Company sells a majority of its products directly
to the end-users of the equipment, which include fertilizer dealers, farm
cooperatives, large growers, municipalities, waste disposal contractors and
mining and construction companies. Farmers are not generally the Company's
direct customers.

         The Company also maintains a network of 17 parts and service centers
located throughout the major farming regions of the United States and Canada.
These centers, combined with the Company's field service repair team and
in-house support staff, offer customers a high level of service and
responsiveness, thereby averting critical delays during periods of peak usage.

          The Company has a Dutch subsidiary, which is engaged in the
importation, manufacture and distribution of agricultural and industrial
equipment throughout Europe. The Dutch subsidiary imports application equipment
manufactured by the Company, customizes the equipment by adding systems, and
other modifications, and then resells the equipment to European customers. It
also manufactures several models of equipment better suited for European
conditions.

         The Company's business is highly seasonal. Approximately 50% of its net
sales occur during the period from January 1 through April 30. Accordingly, the
Company increases its inventory levels during the quarter ended December 31 to
meet this seasonal demand. The Company periodically receives prepayments from
customers to secure either more favorable pricing or a desired delivery date.
These prepayments partially fund the increase in inventories. If the Company did
not receive customer prepayments, it believes that its line of credit would
provide sufficient liquidity to meet working capital requirements.



SUMMARY

         The following table presents the percent of net sales for each item in
the Consolidated Statements of Operations:

                                     ----------------------------------
                                    | Fiscal years ended September 30, |
                                     ----------------------------------
                                         2000      1999      1998
                                         -----     -----     -----
Net sales.............................   100.0     100.0     100.0
Cost of sales.........................    77.8      73.4      72.9
                                         -----     -----     -----
Gross profit..........................    22.2      26.6      27.1

Selling, general and administrative
expenses..............................    22.3      24.0      23.0
                                         -----     -----     -----
Operating income (loss)...............    (0.1)      2.6       4.1

OTHER INCOME (EXPENSE):
Other income..........................     1.1       1.0       1.0
Interest expense......................    (1.8)     (2.0)     (1.9)
                                         -----     -----     -----
Earnings (loss) before income taxes...    (0.8)      1.6       3.2

Income tax (benefit) expense..........    (0.3)      0.6       1.1
                                         -----     -----     -----
Net (loss) earnings...................    (0.5)      1.0       2.1
                                         =====     =====     =====

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


RESULTS OF OPERATIONS  - FISCAL 2000 COMPARED TO FISCAL 1999

NET SALES

           FISCAL            FISCAL                                %
            2000              1999             CHANGE           CHANGE
            ----              ----             ------           ------
          $298,841          $292,679           $6,162            2.1%

         The increase in net sales was primarily the result of increases in
post-emergence equipment unit shipments, which was largely due to the success of
the Company's new 1254 RoGator. This increase was partially offset by a decrease
in unit shipments of pre-emergence equipment. The agricultural economy has
continued to suffer as a result of low commodity prices, which has lowered
demand for equipment. Additionally, the farm supply industry is experiencing
consolidation with a resulting


                                        2
<PAGE>


decrease in demand for equipment in the short-term. The Company is uncertain
about impact of these factors on future sales. The changes and factors described
above are quantified as follows:

         o        Post-emergence equipment net sales increased $17,367 or 22.6%
                  during fiscal 2000 as compared to fiscal 1999. As a result,
                  sales of post-emergence equipment represented 31.5% of net
                  sales in fiscal 2000 compared to 26.2% in fiscal 1999

         o        Pre-emergence equipment net sales decreased $14,172, or 12.8%
                  during fiscal 2000 compared to fiscal 1999. As a result, sales
                  of pre-emergence equipment represented 32.4% of net sales in
                  fiscal 2000 compared to 37.9% in fiscal 1999.

         o        Sales of other product lines increased $2,967, primarily
                  because of increases in the sales of previously owned
                  equipment.

GROSS PROFIT

          FISCAL            FISCAL                                %
           2000              1999             CHANGE           CHANGE
           ----              ----             ------           ------
         $66,436           $77,991           ($11,555)         (14.8%)

         Consolidated gross profit, as a percent of net sales was 22.2% and
26.6% for fiscal 2000 and 1999, respectively. The decrease in gross profit as a
percentage of net sales was primarily the result of changes in product mix,
reduced margins on sales of prior-year models in fiscal 2000 and an increase in
warranty expense in the fiscal year ending September 30, 2000 compared to the
prior-year period. The inventory of prior-year models was significantly reduced
in the first half of fiscal 2000. Warranty and customer service campaign expense
increased $5,486 to $9,830 in the fiscal year ending September 30, 2000 compared
to the prior-year period. The increase was largely due to the axle replacement
product improvement program announced on September 11, 2000. The company
currently estimates that it will cost between $5,300 to $8,100 to replace the
axles and related components on certain RoGator models. In addition to the
actual expense incurred in the quarter, a reserve was set up in accordance with
generally accepted accounting principles in the amount of $5,100. It is very
early in the replacement process and the reserve will be adjusted, if necessary,
in future periods as more information on the actual costs of replacement is
collected. The Company has been informed by the supplier that it will take until
approximately August 2001 to produce all the replacement axles. A settlement
with the supplier of the component has not been reached at this time.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (S,G&A)

          FISCAL            FISCAL                                %
           2000              1999             CHANGE           CHANGE
           ----              ----             ------           ------
         $66,534           $70,259           ($3,725)           (5.3%)

         Compensation, employee benefits and employee-related expenses decreased
3.3% or $1,582. This decrease was primarily due to reduced employee headcount in
the current year resulting from the Company's continued focus on cost
reductions. All other S,G&A expenses decreased by 9.8% or $2,143. S,G&A expenses
as a percent of net sales were 22.3% and 24.0% in fiscal 2000 and 1999,
respectively.


                                        3
<PAGE>


         As a result of the above, operating (loss) income was ($98) and $7,732
in fiscal 2000 and 1999, respectively.

         Other Income increased 10.0% or $299 to $3,293 in the fiscal year ended
September 30, 2000 compared to the prior fiscal year. The increase was the
result of the Company's joint ventures. These joint ventures were new in fiscal
2000 and contributed $1,143 to other income in fiscal 2000. This increase was
partially offset by a decrease in interest income and finance charges. Interest
income and finance charges decreased $499 to $583 in the fiscal year ending
September 30, 2000 compared to the prior fiscal year. This decrease resulted
from the company's effort to reduce its notes receivable from customers in the
current fiscal year, as discussed below.

         The Company recorded an income tax benefit of $800 in fiscal 2000
compared to income tax expense of $1,625 in fiscal 1999. The effective tax rates
in fiscal 2000 and 1999 were 36.0% and 32.4%, respectively. The lower effective
tax rate in fiscal 1999 was primarily the result of a larger utilization of a
net operating loss carryforward by Ag-Chem Europe B.V..

         Included in the results of operations discussed above are the results
of Ag-Chem Europe B.V. This subsidiary experienced a $105 or 0.5% decrease in
net sales from fiscal 1999 to 2000. Gross profit for this subsidiary decreased
$93 or 2.2% in fiscal 2000, compared to the prior year. Gross profit as a
percentage of sales decreased from 19.6% during fiscal 1999 to 19.3% in fiscal
2000. Net income for this subsidiary was $186 during fiscal 2000 compared to
$610 in the prior year. The decreases in sales and profit during fiscal 2000
compared to the prior year was related to the decrease in the relative value of
the Euro to the U.S. dollar

         A single currency called the Euro was introduced in Europe on January
1, 1999. Although the Company has experienced no material impact, the increased
price transparency resulting from the use of a single currency may affect the
ability of Ag-Chem and other companies to price their products differently in
the various European markets. A possible result of this price harmonization is
lower average prices for products sold in these markets. Additionally, the
Company is in the process of replacing the financial systems used by Ag-Chem
Europe B.V. so that it will be capable of converting to the currency. The
Company has put in place such new systems in the first quarter of fiscal 2000.

LIQUIDITY AND FINANCIAL POSITION - 2000 COMPARED TO 1999

         Net cash provided by operating activities increased to $40,520 in the
year ended September 30, 2000, compared to cash used in operating activities of
$3,554 in the year ended September 30, 1999. The major reason for this change
was an increase in cash provided by changes in operating assets and liabilities
to $38,773 from cash used of $13,058 in the years ended September 30, 2000 and
1999, respectively. Reductions in inventories and operating notes receivable
provided cash of $28,326 compared to using cash of $10,280 during the years
ended September 30, 2000 and 1999, respectively. Inventories decreased to
$89,319 at September 30, 2000 from $109,463 at September 30, 1999 compared to an
increase of $7,712 during the prior year. The decrease was the result of the
Company's efforts to reduce inventories by better matching its production
schedule to sales and the decision to carry less inventory. Lower inventory
levels could result in the Company not being able to meet market demand should
the agriculture economy improve. The decrease in operating notes receivable was
from the non-recourse sale of a number of its notes receivable to third parties.
The notes were sold at book value. The Company expects cash will continue to be
provided by operating activities through net


                                        4
<PAGE>


earnings, and this cash will be used to satisfy the current portion of long-term
debt. Accounts receivable turnover has remained relatively stable in recent
periods, and has not significantly affected liquidity.

         Cash used in investing activities in the year ended September 30, 2000
was $1,028 compared to $2,136 in the prior year. This decrease in cash used was
primarily the result of less investment in equipment rented to customers in the
year ended September 30, 2000 compared to the prior year. This decrease was
partially offset by increased investment in property, plant and equipment as the
Company's European subsidiary purchased the manufacturing facility it had
previously been leasing.

         Cash used in financing activities was $39,547 in the year ended
September 30, 2000, compared to $5,812 of cash provided by financing activities
in the prior year. Of the cash used in financing activities, $39,290 was due to
repayments of notes payable and long-term borrowings, net of new notes payable
and long-term borrowings during the year ended September 30, 2000, compared to
$8,283 of cash provided by such activities during the year ended September 30,
1999. This increase in net repayments was primarily due to decreased working
capital requirements as compared to the prior year.


         Working capital at September 30, 2000 was $52,818. As of September 30,
2000, the Company had $52,735 of unused credit line available. Substantially all
of the Company's financing has been in the form of debt and to a lesser extent,
lease financing. Farming and related farm supply industries have recently
realized reduced earnings and liquidity. The Company has historically obtained
additional debt financing to support current and long-term financing
requirements. The Company believes that it has adequate operating cash flows and
asset collateral to support current and long-term debt repayment requirements.
In the event the Company is unable to meet its long-term debt requirements, the
Company believes there are adequate financing alternatives available, although
if recent adverse trends continue, the Company may not be able to obtain
financing at terms as favorable as currently enjoyed by the Company.



         The terms of the Company's amended line of credit agreement include
covenants that the Company must maintain. There are a number of standard
affirmative covenants, as well as restrictive negative covenants as to
additional borrowings and requirements for the Company to maintain certain
financial ratios. These restrictive covenants include a minimum tangible net
worth of $57.5 million plus 50% of each fiscal year's net earnings, a ratio of
total liabilities to tangible net worth and an interest coverage ratio. There
are additional limitations on mergers, acquisitions, disposal of assets, and
capital expenditures. At September 30, 2000 and 1999, the weighted average
interest rate payable on this line of credit was 9.2% and 8.0%, respectively.
The increase in the weighted average interest rate in fiscal year 2000 compared
to the prior year was due to increases in the bank's prime interest rates and
the Company's financial performance as measured in the amended line of credit.

RESULTS OF OPERATIONS -1999 COMPARED TO 1998


NET SALES

          FISCAL            FISCAL                                %
           1999              1998             CHANGE           CHANGE
           ----              ----             ------           ------
         $292,679          $322,122         ($29,443)           (9.1%)

         The decrease was primarily the result of decreases in pre-emergence and
post-emergence equipment unit shipments. The agricultural economy has continued
to suffer as a result of low commodity prices, which has decreased demand for
equipment. Additionally, the farm supply industry is experiencing consolidation
with a resulting decrease in demand for equipment in the short-term. The changes
and factors described above are quantified as follows:


                                        5
<PAGE>


         o        Post-emergence equipment net sales decreased $11,736 or 13.2%
                  during fiscal 1999 as compared to fiscal 1998. As a result,
                  sales of post-emergence equipment represented 26.2% and 27.5%
                  of net sales in fiscal 1999 and 1998, respectively.

         o        Pre-emergence equipment net sales decreased $20,190, or 15.8%
                  during fiscal 1999 compared to fiscal 1998. As a result sales
                  of pre-emergence equipment represented 36.7% and 39.6% of net
                  sales in fiscal 1999 and 1998, respectively.

         o        Sales of other product lines increased $2,483, primarily as
                  the result of the introduction of new product lines.

GROSS PROFIT

         FISCAL             FISCAL                                %
          1999               1998             CHANGE           CHANGE
          ----               ----             ------           ------
        $77,991            $87,163           ($9,172)          (10.5%)

         Consolidated gross profit as a percent of net sales was 26.6% and 27.1
% for the years ended September 30, 1999 and 1998, respectively. Gross profit as
a percent of net sales was reduced during the fiscal year ending September 30,
1999 due to price reductions on old-style machines and increased discounts on
the current product line. Additionally, gross profit as a percentage of net
sales was negatively impacted in the prior fiscal year by warranty expense
related to older model equipment. Warranty expense for fiscal 1999 was
significantly lower as compared to the prior fiscal year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (S,G&A)

         FISCAL             FISCAL                                %
          1999               1998             CHANGE           CHANGE
          ----               ----             ------           ------
        $70,259            $74,003           ($3,744)           (5.1%)

         Compensation, employee benefits and employee-related expenses decreased
5.2% or $2,688. The largest single factor contributing to this decrease was a
decrease in commission expense, which is directly related to net sales.
Moreover, during the three months ended December 31, 1998, the Company initiated
efforts to contain S,G&A expenses through employment reductions and other cost
control efforts. These efforts reduced S,G&A expense during fiscal 1999. All
other S,G&A expenses decreased by 4.6% or $1,056. S,G&A expenses as a percent of
net sales were 24.0% and 23.0% in fiscals 1999 and 1998, respectively.

         As a result of the above, operating income was $7,732 and $13,160 in
the years ended September 30, 1999 and 1998, respectively.

         The effective tax rates in the years ended September 30, 1999 and 1998
were 32.4% and 33.5 %, respectively. The decrease in the effective tax rate was
primarily the result of a lower effective state tax rate and net operating loss
carryforward utilization by the Company's European subsidiary.

         Included in the results of operations discussed above are the results
of the Company's Dutch subsidiary. This subsidiary experienced a $3,651 or 20.7%
increase in net sales from fiscal 1998 to fiscal 1999. This increase was
primarily the result of increased pre-emergence equipment sales due to an
increase in unit shipments. The increase in units shipped was the result of
increased efforts by the Company to penetrate the European market. Gross profit
for this subsidiary increased $1,442 or 52.8%


                                        6
<PAGE>


in fiscal 1999, compared to the prior year. Gross profit as a percentage of
sales increased from 15.5% during fiscal 1998 to 19.6% in fiscal 1999. Pretax
income for this subsidiary was $610 during fiscal 1999 compared to $136 in the
prior year. The remaining components of the subsidiary's results were materially
unchanged from the prior year and had no material effect on the consolidated
result of operations

LIQUIDITY AND FINANCIAL POSITION - 1999 COMPARED TO 1998

         Net cash used in operating activities was $3,554 in fiscal 1999
compared to net cash provided by operating activities of $9,789 in fiscal 1998.
The major reason for this change was changes in operating assets and liabilities
used cash of $13,058 and $5,788 in fiscals 1999 and 1998, respectively.
Increased investments in inventories used cash of $7,712 and $1,857 in fiscals
1999 and 1998, respectively. Inventories increased to $109,463 at September 30,
1999 from $101,751 at September 30, 1998. Inventories increased in fiscal 1999
primarily because sales did not meet expectations. Accounts payable used cash of
$4,261 in fiscal 1999 compared to providing cash of $71 in fiscal 1998. Accounts
payable as of September 30, 1999 was $10,859 compared to $15,120 at September
30, 1998. The decrease in accounts payable was related to the Company's attempt
to reduce its inventory for fiscal 2000. These uses of cash were partially
offset, primarily, by reductions in the Company's account receivables due to
reduced sales in the fourth quarter of 1999 compared to the prior-year period.
Accounts receivable provided $4,577 and $229 in fiscal 1999 and 1998,
respectively.

         Cash used in investing activities in fiscal 1999 was $2,136 compared to
$6,187 in the prior-year period. The decrease in cash used by investing
activities was primarily the result of a reduction of investment in property,
plant and equipment and equipment rental to customers. In fiscal 1999,
investments in property, plant and equipment were $1,759 compared to $3,969 in
the prior year. The Company reduced its investment in property, plant and
equipment in fiscal 1999 compared to 1998 as part of its cost control program
and to conserve cash flow. The Company used $592 and $2,906 for investment in
rental equipment to customers in fiscal 1999 and 1998, respectively. The Company
experienced a much greater increase in equipment rented to customers during
fiscal 1998 than it did in fiscal 1999 as its customers looked to reduce their
capital expenditures.

         Cash provided by financing activities was $5,812 in fiscal 1999,
compared to $3,739 used in the prior period. The net receipts of notes payable
and long-term debt were $8,283 during fiscal 1999 compared to a net repayment of
$5,425 during fiscal 1998. This increase in net borrowings was primarily due to
increased working capital requirements.

         The terms of the Company's line of credit agreement include covenants
that the Company must maintain. There are a number of standard affirmative
covenants, as well as restrictive negative covenants as to additional borrowings
and requirements for the Company to maintain certain financial ratios. These
restrictive covenants include a minimum tangible net worth of $57.5 million plus
50% of each fiscal year's net earnings, a ratio of total liabilities to tangible
net worth and an interest coverage ratio. There are additional limitations on
mergers, acquisitions, disposal of assets, and capital expenditures. At
September 30, 1999 the Company was not in compliance with the interest coverage
ratio covenant with its banks. The banks modified the debt agreement as a result
of the non-compliance with this covenant. At September 30, 1999, the weighted
average interest rate payable on this line of credit was 8.0%.


                                        7
<PAGE>


NEW ACCOUNTING PRONOUNCEMENTS
         Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133), effective for the
Company on October 1, 2000, establishes new standards for recognizing certain
derivatives as either assets or liabilities, and measuring those instruments at
fair value. The Company adopted this standard on October 1, 2000 and recorded
the fair value of its interest rate swap of $145 as an asset.

         In December 1999, the Securities and Exchange Commission (SEC) staff
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). SAB 101 summarizes certain SEC staff views in applying
generally accepted accounting principles in the United States of America to
revenue recognition in financial statements. SAB 101 will be effective for the
Company in the fourth quarter of fiscal year 2001. Ag-Chem is currently
evaluating the impact of SAB 101 on its financial condition and results of
operations.

FORWARD-LOOKING STATEMENTS

         Certain statements in this Report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements can be identified by the use of words
such as "will," "intends," "expects", "should", and similar language. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance, or achievements
of the Company or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These include factors that affect all businesses, as
well as matters specific to the Company and markets it serves.

         For most companies operating in a global economy, monetary and fiscal
policies implemented in the U.S. and abroad have a significant impact on
economic growth, and, accordingly, demand for their products. For example, if
the Federal Reserve Board raises interest rates in fiscal 2001, the U.S. economy
could slow and negatively impact demand for the Company's products. If low
interest rates in Europe do not stimulate that economy or if government spending
is significantly reduced, the demand for Company products in that region could
be negatively impacted.

         Political factors in the U.S. and abroad also have a major impact on
global companies. The Company anticipates significant growth in international
sales. International trade and fiscal policies implemented in the U.S. this year
could impact the Company's ability to grow its business abroad. U.S. foreign
relations with certain countries and any related restrictions imposed could also
have a significant impact on foreign sales. In addition, political instability
in regions such as Eastern Europe and South America make potential economic
growth difficult to predict for those countries.

         Currency fluctuations are also a significant unknown for global
companies. If the U.S. dollar continues to strengthen against foreign
currencies, the Company's ability to realize price increases on sales could be
negatively impacted.

         The rate of growth for the agricultural industry and the rate of
acceptance of new technologies that SOILTEQ offers also play a significant role
in the Company's results. The Company's products are an integral component of
these activities and as they increase or decrease in the U.S. or abroad, demand
for the Company's products may be significantly impacted.


                                        8
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Ag-Chem Equipment Co., Inc.



We have audited the accompanying consolidated balance sheets of Ag-Chem
Equipment Co., Inc. and subsidiaries as of September 30, 2000 and 1999 and the
related consolidated statements of operations, stockholders' equity and
comprehensive income (loss), and cash flows for each of the years in the
three-year period ended September 30, 2000. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Ag-Chem
Equipment Co., Inc. and subsidiaries as of September 30, 2000 and 1999 and the
results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 2000, in conformity with accounting
principles generally accepted in the United States of America.






                                                                KPMG LLP




Minneapolis, Minnesota
November 9, 2000, except as to note 16
 which is as of November 20, 2000 and
 note 13 which is as of March 2, 2001



                                      F-1
<PAGE>


CONSOLIDATED BALANCE SHEETS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


-----------------------------------------------
<TABLE>
<CAPTION>
ASSETS
                                                                      --------------------
                                                                     |    September 30,   |
                                                                      --------------------
                                                                        2000        1999
                                                                      --------    --------
CURRENT ASSETS:
<S>                                                                   <C>         <C>
      Accounts receivable, less allowance for doubtful accounts
         of $869 and $874, respectively (note 7)                      $ 14,752    $ 18,922
      Notes receivable, current portion, and accrued interest
         receivable (notes 5 and 7)                                      2,741       5,296
      Inventories (notes 2 and 7)                                       89,319     109,463
      Deferred income tax benefits, net (note 10)                        5,800       4,400
      Prepaid expenses and other current assets                            353         628
                                                                      --------    --------
       Total current assets                                            112,965     138,709
                                                                      --------    --------
                                                                        38,570      42,470

PROPERTY, PLANT AND EQUIPMENT, NET (NOTES 3, 4 AND 8)

OTHER ASSETS:
      Notes receivable, less current maturities (note 5 and 7)           1,419       7,046
      Intangible and other assets, net of accumulated amortization
         of $4,333 and $4,142, respectively (note 1)                     2,745       1,704
                                                                      --------    --------
       Total other assets                                                4,164       8,750
                                                                      --------    --------

TOTAL ASSETS                                                          $155,699    $189,929
                                                                      ========    ========

===========================================================================
</TABLE>
   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-2
<PAGE>


CONSOLIDATED BALANCE SHEETS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                           -----------------------
                                                                          |       September 30,   |
                                                                           -----------------------
                                                                              2000          1999
                                                                           ---------     ---------
<S>                                              <C>                       <C>           <C>
  CURRENT LIABILITIES:
    Current installments of long-term debt (note 8)                        $   6,178     $   6,381
    Notes payable to banks (note 7)                                           17,265        35,225
    Accounts payable                                                          12,036        10,859
    Checks outstanding in excess of cash balances                                 39           138
    Customer prepayments                                                       5,380         5,183
    Accrued expenses (note 6)                                                 17,695        13,262
    Deferred revenue                                                             527         1,359
    Accrued income taxes                                                       1,027            --
                                                                           ---------     ---------
    Total current liabilities                                                 60,147        72,407

LONG-TERM DEBT, LESS CURRENT INSTALLMENTS (NOTE 8)                            23,854        44,299
                                                                           ---------     ---------
   Total liabilities                                                          84,001       116,706
                                                                           ---------     ---------

STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value: Authorized, 40,000,000 shares; issued
       and outstanding, 9,579,868 shares and, 9,595,468, respectively             96            96
   Additional paid-in capital                                                  1,116         1,274
   Retained earnings                                                          70,896        72,318
   Accumulated other comprehensive loss                                         (410)         (465)
                                                                           ---------     ---------
   Total stockholders' equity                                                 71,698        73,223
                                                                           ---------     ---------

COMMITMENTS AND CONTINGENCIES (NOTES 12 AND 13)
   Total liabilities and stockholders' equity                              $ 155,699     $ 189,929
                                                                           =========     =========

============================================================================
</TABLE>
   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-3
<PAGE>


CONSOLIDATED STATEMENTS OF OPERATIONS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS, EXCEPT EARNINGS PER SHARE)


-------------------------------------------------
<TABLE>
<CAPTION>
                                                         -------------------------------------------
                                                        |           YEAR ENDED SEPTEMBER 30,        |
                                                         -------------------------------------------
                                                              2000            1999            1998
                                                         -----------     -----------     -----------
<S>                                                      <C>             <C>             <C>
Net sales                                                $   298,841     $   292,679     $   322,122
Cost of sales                                                232,405         214,688         234,959
                                                         -----------     -----------     -----------
       Gross profit                                           66,436          77,991          87,163

Selling, general and administrative expenses                  66,534          70,259          74,003
                                                         -----------     -----------     -----------
       Operating income (loss)                                   (98)          7,732          13,160


Other income (expense)
       Income from joint ventures (note 13)                    1,143              --              --
       Other income (note 11)                                  2,150           2,994           3,384
       Interest expense                                       (5,417)         (5,713)         (6,246)
                                                         -----------     -----------     -----------
       Earnings (loss) before income taxes                    (2,222)          5,013          10,298


Income tax expense (benefit)  (note 10)                         (800)          1,625           3,450
                                                         -----------     -----------     -----------
Net earnings (loss)                                      ($    1,422)    $     3,388     $     6,848
                                                         -----------     -----------     -----------
Earnings (loss) per share, basic and diluted             ($     0.15)    $      0.35     $      0.71

Weighted average common shares outstanding, basic and
     diluted                                               9,583,200       9,616,313       9,660,152

============================================================================
</TABLE>
   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-4
<PAGE>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


--------------------------------------------
<TABLE>
<CAPTION>
                                                                                                       ACCUMULATED
                                                                                                       -----------
                                                                                                         OTHER            TOTAL
                                                                                                         -----            -----
                                                                      ADDITIONAL       RETAINED       COMPREHENSIVE    STOCKHOLDERS'
                                            COMMON STOCK               ----------       --------       -------------   -------------
                                       SHARES          AMOUNT       PAID-IN CAPITAL    EARNINGS           LOSS            EQUITY
                                     -----------------------------------------------------------------------------------------------
<S>                                  <C>             <C>              <C>              <C>              <C>              <C>
Balances at September 30, 1997       9,670,268       $       97       $    2,188       $   62,082       ($     480)      $   63,887
Comprehensive income:
  Net earnings                              --               --               --            6,848               --            6,848

  Other comprehensive income                --               --               --               --              137              137
                                                                                                                         ----------
Comprehensive income                     6,985
Purchases and retirement of
  previously issued shares             (30,000)              (1)            (451)              --               --             (452)
                                     -----------------------------------------------------------------------------------------------
Balances at September 30, 1998       9,640,268               96            1,737           68,930             (343)          70,420

Comprehensive income:

  Net earnings                              --               --               --            3,388               --            3,388

  Other comprehensive loss                  --               --               --               --             (122)            (122)
                                                                                                                         ----------
Comprehensive income                                                                                                          3,266
Purchases and retirement of
  previously issued shares             (44,800)              --             (463)              --               --             (463)
                                     -----------------------------------------------------------------------------------------------
Balances at September 30, 1999
                                     9,595,468               96            1,274           72,318             (465)          73,223
</TABLE>

                                      F-5
<PAGE>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
(CONTINUED) AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                       ACCUMULATED
                                                                                                       -----------
                                                                                                         OTHER            TOTAL
                                                                                                         -----            -----
                                                                      ADDITIONAL       RETAINED       COMPREHENSIVE    STOCKHOLDERS'
                                            COMMON STOCK               ----------       --------       -------------    ------------
                                       SHARES          AMOUNT       PAID-IN CAPITAL    EARNINGS           LOSS            EQUITY
                                     -----------------------------------------------------------------------------------------------
<S>                                  <C>             <C>            <C>               <C>               <C>              <C>
COMPREHENSIVE INCOME:

  NET LOSS                                  --              --               --           (1,422)               --           (1,422)

  OTHER COMPREHENSIVE INCOME                --              --               --               --                55               55

COMPREHENSIVE LOSS                                                                                                           (1,367)

PURCHASES AND RETIREMENT OF
  PREVIOUSLY ISSUED SHARES             (15,600)             --             (158)              --                --             (158)
                                     -----------------------------------------------------------------------------------------------
BALANCES AT SEPTEMBER 30, 2000
                                     9,579,868       $      96      $     1,116      $    70,896       ($      410)     $    71,698
                                     ===============================================================================================


=====================================================
</TABLE>
   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.







                                      F-6
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


---------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            -------------------------------
                                                           |          SEPTEMBER 30,        |
                                                             2000         1999        1998
                                                            -------      ------      ------
<S>                                                         <C>          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net earnings (loss)                                ($1,422)     $3,388      $6,848

ADJUSTMENTS TO RECONCILE NET EARNINGS (LOSS) TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
   Depreciation and amortization                              5,457       6,726       8,330
   Gain on sale of equipment                                   (203)       (210)       (151)
   (Increase) decrease in deferred income tax benefits       (1,400)       (400)        550
   Income in equity investment                               (1,143)         --          --
   Loss on currency fluctuations                                458          --          --
   Changes in operating assets and liabilities:
         Accounts receivable                                  4,170       4,577         229
         Operating notes receivable                           8,182      (2,568)     (1,373)
         Inventories                                         20,144      (7,712)     (1,857)
         Prepaid expenses and other current assets              188          76         264
         Accounts payable                                     1,177      (4,261)         71
         Customer prepayments and deferred revenue             (635)     (1,405)       (334)
         Accrued expenses                                     4,433      (1,304)     (2,938)
         Income taxes                                         1,114        (461)        150
                                                            -------      ------      ------
         Cash provided by (used in) operating activities     40,520      (3,554)      9,789

========================================================
</TABLE>
   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                      F-7
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)

------------------------------------------------
<TABLE>
<CAPTION>
                                                                      ------------------------------------
                                                                     |           SEPTEMBER 30,            |
                                                                      ------------------------------------
                                                                        2000         1999          1998
                                                                      --------     ---------     ---------
<S>                                                                   <C>           <C>           <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
         Retirement of short-term investments for industrial
         revenue bond                                                     $---     $      23     $     722
         Purchase of property and equipment                             (4,551)       (1,759)       (3,969)
         Decrease (increase) in rental equipment                         3,848          (592)       (2,906)
         Proceeds from sale of equipment                                   256           245           132
         Equity investment                                              (1,000)          (50)           --
         Return on equity investment                                       400            --            --
         Increase (decrease) in other assets                                19            (3)         (166)
                                                                      --------     ---------     ---------
                  Cash used in investing activities                     (1,028)       (2,136)       (6,187)

CASH FLOWS FROM FINANCING ACTIVITIES:
        Increase (decrease) in checks outstanding in excess of
        cash balances                                                      (99)       (2,007)        2,138
        Proceeds from notes payable - banks                            121,911       187,580       155,150
        Repayments on notes payable - banks                           (140,214)     (163,707)     (176,483)
        Proceeds from line of credit borrowings                         20,444       145,000        29,750
        Repayments of line of credit borrowings                        (41,431)     (160,590)      (13,842)
        Purchase of common stock                                          (158)         (464)         (452)
                                                                      --------     ---------     ---------
                  Cash (used in) provided by financing activities      (39,547)        5,812        (3,739)

        Effect of exchange on cash and cash equivalents                     55          (122)          137
                                                                      --------     ---------     ---------
        Net change in cash                                                  --            --            --

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                              --            --            --
                                                                      --------     ---------     ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                  $---          $---          $---
                                                                      --------     ---------     ---------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
        Cash paid during the year for:
                  Interest                                           $   5,852     $   6,276     $   6,184
                  Income taxes                                             267         2,485         2,695
</TABLE>

                                      F-8
<PAGE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
         The Company entered into capital leases for computer equipment that
aggregated to $789 during fiscal 1998.


==========================================

   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.










                                      F-9
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


1.       SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES AND NATURE OF BUSINESS

PRINCIPLES OF CONSOLIDATION
         The accompanying consolidated financial statements include the accounts
of Ag-Chem Equipment Co., Inc. and its subsidiaries (the Company). All material
inter-company accounts and transactions have been eliminated in consolidation.

         The Company maintains a 50% ownership interest in certain affiliates.
Investments in these affiliates are accounted for under the equity method, and
accordingly, the Company's share of these affiliates' net income (loss) is
recorded as other income in the consolidated statement of operations.

NATURE OF BUSINESS
         The Company manufactures and distributes off-road equipment primarily
for agricultural fertilization, the application of crop protection chemicals,
and to a lesser extent, industrial waste treatment applications and other
industrial uses. The Company has positioned itself as the leading,
state-of-the-art manufacturer of agricultural application equipment, with an
emphasis on "Site-Specific Agriculture" and other high-tech hardware and
software product offerings. The Company generates a majority of its consolidated
revenues from its line of agricultural equipment which consists of
self-propelled, three and four-wheeled vehicles and related equipment for use in
the application of liquid and dry fertilizers and crop protection chemicals both
prior to planting crops ("pre-emergence") and after crops emerge from the ground
("post-emergence"). The Company has concluded that it operates in one operating
segment.

USE OF ESTIMATES
         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

CONCENTRATION OF CREDIT RISK
         The Company extends credit primarily to agricultural cooperatives and
dealers in the United States and Canada, and to international distributors. The
Company also provides financing for the sales of equipment through notes
receivable and operating leases.

INVENTORIES
     Inventories, except used equipment, are stated at the lower of cost or
market. Cost is determined using the last in, first out (LIFO) method for all
inventories other than used equipment and inventories at the company's European
subsidiary. Used equipment is valued at amounts that do not exceed estimated
fair market value less costs to sell.


                                      F-10
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


PROPERTY, PLANT AND EQUIPMENT
         Property, plant and equipment are recorded at cost. Depreciation and
amortization of all property, plant and equipment is computed on straight-line
and accelerated methods over the following estimated useful lives:

       --------------------------------------------------- --------
                                                           Years
       --------------------------------------------------- --------
       Land improvements                                   15-20
       --------------------------------------------------- --------
       Buildings and improvements                          15-40
       --------------------------------------------------- --------
       Rental property                                     5-40
       --------------------------------------------------- --------
       Machinery and equipment                             5-10
       --------------------------------------------------- --------
       Rental equipment                                    5
       --------------------------------------------------- --------
       Transportation equipment                            3-5
       --------------------------------------------------- --------
       Office equipment and furniture                      5-10
       --------------------------------------------------- --------
       Computer equipment                                  2-5
       --------------------------------------------------- --------


INTANGIBLE AND OTHER ASSETS
         Intangible and other assets, net of accumulated amortization, consist
of the following:
<TABLE>
<CAPTION>
                                                                                      September 30,
                                                                                   ---------------------
                                                                                    2000         1999
                                                                                   ---------------------
<S>                                                                                   <C>          <C>
Excess of purchase price over fair market value of net assets purchased               $150         $654
Non-compete agreements                                                                  32          128
Deferred financing costs                                                               325          201
Manufacturing and marketing rights                                                     249          456
Equity investment                                                                    1,793           50
Other                                                                                  196          215
                                                                                   ---------------------
Total intangible and other assets                                                   $2,745       $1,704
                                                                                   =====================
</TABLE>

         Intangible and other assets are capitalized at cost and, except for
deferred financing costs, are amortized on a straight-line basis over periods
ranging from two to ten years. Deferred financing costs are being amortized over
the term of the financing using the effective-interest method.


                                      F-11
<PAGE>



PHANTOM STOCK PLAN

         Some Company employees are in possession of "phantom shares" of the
Company common stock pursuant to the Ag-Chem Equipment Co., Inc. 1998 Key
Employee Phantom Stock Bonus Plan effective December 1, 1998. Phantom shares do
not represent shares of the Company's common stock. Instead, phantom shares are
a method of calculating potential bonus payments to employees. Under the plan,
an aggregate of 85,750 phantom shares are outstanding. All phantom shares are
required to be redeemed on November 30, 2001 if not sooner called by the
Company. On the redemption date, the Company is required to make a cash payment
to the employees equal to the difference between the grant price and the price
of shares on the date of redemption. The grant price was $11 15/16, the closing
price of Ag-Chem's shares on the date the plan was adopted. If the market price
on the date of redemption is lower than the grant price, no cash payment is
required to be made. If the price of the Company's common stock reaches $31
15/16, the Company has the right to call and redeem the phantom shares at that
time. Under the plan, if a participant's employment is terminated, all rights
under the plan are forfeited unless such termination is the result of death or
permanent total disability, in which case the participant or his/her estate is
entitled to receive a cash payment based upon the market price of the Company's
common stock on the date of death or permanent total disability.


REVENUE RECOGNITION

         Product and service revenues are recognized upon shipment of goods to
customers or upon performance of services, respectively. Revenues from rental
contracts are earned and recognized based on the customer's usage of the rental
equipment or the passage of time pursuant to terms of the rental contracts. The
Company periodically receives prepayments from customers to secure either more
favorable pricing or a desired delivery date. Customer prepayments are deferred
until shipment of goods to customers occurs. Estimated reserves for future
returns are established by the Company based on historical experience and
current business factors and are charged against revenues in the same period as
the corresponding sales are recorded. Estimated warranty costs are recorded in
the same period as the corresponding sales based on historical and expected
future warranty claim experience.

         Shipping and handling revenues are classified in revenues and related
costs are classified as a cost of goods sold.


RESEARCH AND DEVELOPMENT EXPENDITURES
         The Company's research and development expenditures are expensed as
incurred and totaled $11,109, $9,391 and $10,846 for the years ended September
30, 2000, 1999, and 1998, respectively.


ADVERTISING COSTS

         Advertising costs are charged to expense as incurred and totaled
approximately $1,033, $1,441 and $1,578 in fiscal 2000, 1999 and 1998,
respectively.


INCOME TAXES
         The Company recognizes deferred tax assets and liabilities for the
future tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.


                                      F-12
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


FOREIGN CURRENCY TRANSLATION
         For the Company's Dutch operation, the Dutch guilder is considered the
functional currency. Assets and liabilities are translated using the exchange
rates in effect at the balance sheet date. Results of operations are translated
using the average exchange rates prevailing throughout the period. Translation
effects are accumulated in the accumulated other comprehensive income (loss)
caption in stockholders' equity.

EARNINGS (LOSS) PER SHARE
         Earnings (loss) per common share are computed based upon the weighted
average number of common shares outstanding during the respective years. The
Company has no potentially dilutive common shares.

PROFIT SHARING PLAN
         The Company made contributions of $414 to its profit sharing plan in
fiscal 1998.

CASH AND CASH EQUIVALENTS
         The Company considers temporary cash investments with original
maturities of three months or less from the date of purchase to be cash
equivalents.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
         The Company reviews its long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net undiscounted cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the asset
exceeds future discounted cash flows to be generated by the asset. Long-lived
assets to be disposed of are valued at the lower of the carrying amount or fair
value less costs to sell.

NEW ACCOUNTING PRONOUNCEMENTS
         Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133), effective for the
Company on October 1, 2000, establishes new standards for recognizing certain
derivatives as either assets or liabilities, and measuring those instruments at
fair value. The Company adopted this standard on October 1, 2000 and recorded
the fair value of its interest rate swap of $145 as an asset.

         In December 1999, the Securities and Exchange Commission (SEC) staff
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). SAB 101 summarizes certain SEC staff views in applying
accounting principles generally accepted in the United States of America to
revenue recognition in financial statements. SAB 101 will be effective for the
Company in the fourth quarter of fiscal year 2001. Ag-Chem is currently
evaluating the impact of SAB 101 on its financial condition and results of
operations.

RECLASSIFICATIONS
         Certain reclassifications have been made in the fiscal 1998 and fiscal
1999 financial statements to conform to the fiscal 2000 presentation.


                                      F-13
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


2.       INVENTORIES
         Inventories consist of the following:

                                            September 30,
                                   ------------------------------------
                                       2000              1999
                                   ------------------------------------
Finished goods                          $32,599            $45,033
Resale parts                             26,228             25,815
Work in process and raw materials        27,626             36,330
                                   ------------------------------------
Total                                    86,453            107,178
Less LIFO reserve                      (12,210)           (12,077)
                                   ------------------------------------
Total                                    74,243             95,101
Used equipment                           15,076             14,362
                                   ------------------------------------
Total inventories                       $89,319           $109,463
                                   ====================================

         If the first in, first out (FIFO) method utilizing current costs had
been used for inventories valued using the LIFO method, net earnings would have
been higher by $133 at September 30, 2000 and lower by $71 at September 30,
1999.

3.       PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consists of the following:

                                                        September 30,
                                              ----------------------------------
                                                   2000              1999
                                              ----------------------------------
Land                                               $2,136            $1,338
Land improvements                                   4,022             3,893
Buildings and improvements                         25,653            25,423
Machinery and equipment                            20,726            20,532
Rental property                                     5,780             4,619
Rental equipment (note 4)                           8,485            12,488
Transportation equipment                            1,709             1,772
Office equipment and furniture                      4,323             3,892
Computer equipment                                 10,940            10,748
                                              ----------------------------------
                                                   83,774            84,705
Less accumulated depreciation and amortization   (45,204)          (42,235)
                                              ----------------------------------
Net property, plant and equipment                 $38,570           $42,470
                                              ==================================

4.       RENTAL EQUIPMENT
         The Company leases equipment to customers through operating leases, the
majority of which are cancelable at the option of the lessee. The net investment
in equipment leased to customers under operating leases is as follows:

                                           September 30,
                                ------------------------------------
                                    2000              1999
                                ------------------------------------
Rental  equipment                     $8,485            $12,488
Less accumulated depreciation        (3,427)            (3,874)
                                ------------------------------------
Net rental equipment                  $5,058             $8,614
                                ====================================


                                      F-14
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


         Future minimum rentals receivable under non-cancelable operating leases
at September 30, 2000 are as follows:

    Year ending September 30,                        Amount
   ---------------------------------------     -----------------
   2001                                                $430
   2002                                                 162
   2003                                                  72
                                               -----------------
   Total                                               $664
                                               =================

5.       NOTES RECEIVABLE

         The Company provides financing to customers with notes receivable,
which bear interest between 8.0% to 13.0%. These notes are payable in
installments over 1 to 7 years and are secured primarily with the equipment sold
to the customer. Principal maturity of notes receivable are as follows:

   Year ending September 30,                        Amount
  ---------------------------------------    ------------------
  2001                                              $2,627
  2002                                                 730
  2003                                                 377
  2004                                                 183
  2005                                                 129
                                             ------------------
             Total                                  $4,046
                                             ==================

6.       ACCRUED EXPENSES

         Accrued expenses consist of the following:

                                      September 30,
                             ------------------------------------
                                 2000              1999
                             ------------------------------------
Compensation                       $5,523             $6,471
Warranty (note 13)                  6,202              1,165
Taxes other than income             1,116                897
Insurance                           1,869              1,784
Interest                              818              1,253
Other                               2,167              1,692
                             ------------------------------------
     Total                        $17,695            $13,262
                             ====================================

7.       NOTES PAYABLE TO BANKS

         In May 2000, the Company amended its line of credit agreement with four
banks. The Company was required to pay a commitment fee of 0.125 to 0.375
percent of the average daily unused portion of the line of credit. The amended
agreement required the Company to maintain a tangible net worth of $57.5 million
plus 50% of each fiscal year's net earnings, certain working capital, net worth
and debt to net worth ratios as well as limits the amount of capital
expenditures, distributions, interest and indebtedness. This line of credit
contains a covenant requiring lenders to approve mergers entered into by the
Company. The line of credit will be due upon the closing of the proposed merger
if the proper approvals are not obtained. (See note 16).


                                      F-15
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


         The line of credit agreements allow aggregate borrowings up to $70
million, of which $40 million is due in June 2002 and $30 million is payable in
June 2001. As of September 30, 2000, $12,950 was outstanding compared to $30,500
in the prior year. This line of credit is secured by certain assets of the
Company, including inventory, accounts receivable and notes receivable. The
weighted average interest rate on short-term borrowings outstanding was 11.0% as
of September 30, 2000.

         The Company's European subsidiary utilizes a portion of Ag-Chem's line
of credit agreement. The subsidiary also had its own line of credit with a bank.
The agreement allowed aggregate borrowings up to 2.8 million Guilders
(approximately $1,100) which expires on June 28, 2001. Borrowings under this
line of credit bear interest at the one-month LIBOR rate plus 2.75 percent and
were guaranteed by Ag-Chem Equipment Co., Inc. Borrowings outstanding under
these facilities were $4,315 and $4,725 at September 30, 2000 and 1999,
respectively.

8.       LONG-TERM DEBT
         Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                                                           September 30,
                                                                                         ------------------
                                                                                          2000       1999
                                                                                         -------    -------
<S>                                                                                      <C>        <C>
Industrial revenue bonds with the City of Jackson, MN payable in varying annual
   amounts beginning in November 1998 through 2007 with interest from
   4.5% to 6.0%                                                                          $ 5,085    $ 5,585
Note payable in five annual installments of $3,000 commencing in April 1997
   with interest payable semiannually at 6.83%                                             3,000      6,000
Note payable in seven annual installments of $2,143 commencing in April 1999
   with interest payable semiannually at 7.25%                                            10,714     12,857
Brenwood mortgage payable in 120 monthly installments of $70 commencing in
   November 2000 with interest payable monthly at 8.1%, final installment of $7,308
   due on October 1, 2010                                                                  9,000         --
Grubbenvorst mortgage payable in 80 quarterly installments of $25 commencing in
   March 2000 with interest payable monthly at 5.4% for the first five years and will
   then be renegotiated based on current rates                                             1,921         --
Note payable under line of credit with four banks with interest at the banks'
   reference rate due June 2000 (see note 7)                                                  --     25,000
Miscellaneous notes payable                                                                  312      1,238
                                                                                         -------    -------
                                                                                          30,032     50,680
Less current installments                                                                  6,178      6,381
                                                                                         -------    -------
                                                                                         $23,854    $44,299
                                                                                         -------    -------
</TABLE>

Scheduled annual maturity of long-term debts is as follows:

   Years ending September 30,                       Amount
   -------------------------------------- ---------------------
   2001                                             $6,178
   2002                                              2,933
   2003                                              2,961
   2004                                              3,000
   2005                                              3,048
   Thereafter                                       11,912


                                      F-16
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


                                          ---------------------
     Total                                         $30,032
                                          =====================

         The Brenwood mortgage payable is secured by the Company's office
buildings located in the Brenwood Office Park in Minnetonka, Minnesota.


         The Grubbenvorst mortgage payable is secured by the Company's
manufacturing facilities located in Grubbenvorst, Holland. The Grubbenvorst
mortgage payable is payable in quarterly installments of 63 Dutch Guilders
(approximately US $25) commencing March 1, 2000 for 20 years.


         Industrial revenue bonds are secured by a mortgage on a manufacturing
plant in Jackson, Minnesota and a security interest in equipment purchased with
bond proceeds. The industrial revenue bonds are payable in escalating yearly
installments commencing December 1, 1998 through December 1, 2007 of $480 to
$765, respectively. The bonds bear interest, which escalates from 4.5 percent
for the December 1, 1998 installment to 6.0 percent for the December 1, 2007
installment. Under the terms of the agreement, the Company is required to meet
certain debt covenants.

         Some notes payable contain certain restrictive covenants as to
additional borrowings and require the Company to maintain certain financial
ratios. Certain debt arrangements contain a covenant requiring lenders to
approve mergers entered into by the Company. These debt arrangements will be due
upon the closing of the proposed merger if the proper approvals are not
obtained. (See note 16).



9.       FINANCIAL INSTRUMENTS
         The Company's material financial instruments are recorded on the
balance sheet. Quoted market prices generally are not available for all of the
Company's financial instruments. Accordingly, fair values are based on judgments
regarding current economic conditions, risk characteristics of various financial
instruments and other factors. These estimates involve uncertainties and matters
of judgment, and therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.


         A description of the methods and assumptions used to estimate the fair
value of each class of the Company's financial instruments is as follows:

ACCOUNTS RECEIVABLE, NET
As the average collection period for these is less than 45 days, the carrying
amount approximates fair value.

NOTES RECEIVABLE
The fair values of fixed rate notes receivable are estimated by discounting
future cash flows using current discount rates that reflect the risks associated
with similar types of loans.

NOTE PAYABLE TO BANKS
The carrying amounts approximate fair value due to the short maturity of these
instruments.

ACCOUNTS PAYABLE, CHECKS OUTSTANDING IN EXCESS OF CASH BALANCES, AND ACCRUED
EXPENSES
The carrying amounts approximate fair value due to the short maturity
of these instruments.


                                      F-17
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


LONG-TERM DEBT
The fair value of the Company's long-term debt was estimated based on the amount
of future cash flows associated with each instrument discounted using the
current rates offered to the Company for similar debt instruments of comparable
maturity.

         The carrying amount and estimated fair values of the Company's
financial instruments at September 30, 2000 and 1999 are summarized as follows:
<TABLE>
<CAPTION>
                                                               2000                                     1999
                                               --------------------------------------    ------------------------------------
                                                   CARRYING             ESTIMATED           Carrying            Estimated
                                                     AMOUNT            FAIR VALUE             Amount           Fair Value
                                               -----------------     ----------------    ----------------    ----------------
<S>                                                     <C>                  <C>                 <C>                 <C>
Accounts receivable, net                                $14,752              $14,752             $18,922             $18,922
Notes receivable and accrued interest
  receivable                                              4,160                4,163              12,342              10,330
Note payable to banks                                    17,265               17,265              35,225              35,225
Accounts payable                                         12,036               12,036              10,859              10,859
Checks outstanding in
  excess of cash balances                                    39                   39                 138                 138
Accrued expenses                                         17,695               17,695              13,262              13,262
Long-term debt                                           30,032               30,138              50,680              51,205
</TABLE>

         The Company from time to time selectively uses derivative instruments
to reduce financial risk of interest rates and foreign currency. Interest rate
swap and foreign exchange agreements are made with highly rated financial
institutions. The Company has exposure associated with derivative agreements to
the extent these agreements have positive value. The Company does not have a
significant concentration of risk with any single party.

10.      INCOME TAXES
         Income tax (benefit) expense consists of the following:

                    Federal           State            Total
                 --------------    -------------    -------------
2000
CURRENT                   $481             $300             $781
DEFERRED               (1,347)            (234)          (1,581)
                 --------------    -------------    -------------
TOTAL                   ($866)              $66           ($800)
                 ==============    =============    =============
1999
Current                 $1,850             $315           $2,165

Deferred                 (470)             (70)            (540)
                 --------------    -------------    -------------
Total                   $1,380             $245           $1,625
                 ==============    =============    =============
1998
Current                 $2,750             $550           $3,300
Deferred                   125               25              150
                 --------------    -------------    -------------
Total                   $2,875             $575           $3,450
                 ==============    =============    =============


                                      F-18
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


         The actual tax expense (benefit) for 2000, 1999 and 1998 differs from
the "expected" tax expense for those years (computed by applying the United
States federal corporate rate of 35 percent in earnings (loss) before income
taxes) as follows:

                                                2000        1999        1998
                                              -------     -------     -------
Expected (benefit) tax, at statutory rates    ($  778)    $ 1,755     $ 3,604
State taxes, net of federal tax effect             43         160         374
Decrease in valuation allowance for
  deferred tax assets                            (100)       (443)        (50)
Tax benefit of foreign sales
  corporation                                     (46)       (105)       (135)
Goodwill, technology rights
  Amortization                                    140         140         140
Research credit                                   (50)       (200)       (500)
Other, net                                         (9)        318          17
                                              -------     -------     -------
Actual tax (benefit) expense                  ($  800)    $ 1,625     $ 3,450
                                              =======     =======     =======

         The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at September 30, 2000 and 1999 are as follows:

                                                        2000        1999
                                                      -------     -------
Inventory                                             $ 2,583     $ 2,863
Accrued warranty                                        2,207         253
Accrued vacation                                          530         512
Deferred revenue                                          203         508
Subsidiary's net operating tax loss carryforward          226         264
Foreign subsidiary net operating loss carryforward        177         245
Intangibles                                               243         401
Other                                                     534         138
                                                      -------     -------
  Gross deferred tax assets                             6,703       5,184

Fixed assets                                             (284)         --
Research and development expenditures                     (78)       (144)
Other                                                     (99)        (98)
                                                      -------     -------
Gross deferred tax liabilities                           (461)       (242)
                                                      -------     -------

Valuation allowance                                      (442)       (542)
                                                      -------     -------
  Net deferred tax asset                              $ 5,800     $ 4,400
                                                      =======     =======

A reconciliation of the valuation allowance for deferred taxes is as follows:

                                            2000      1999
                                            -----    ------
Valuation allowance at beginning of year    $ 542     $ 985

Decrease in valuation allowance              (100)     (443)
                                            -----     -----
Valuation allowance at end of year          $ 442     $ 542
                                            =====     =====



         Ag-Chem Manufacturing Co., Inc. has net operating loss carryforwards of
approximately $700 which will begin to expire in 2003 if unutilized. Ag-Chem
Europe, B.V. has net operating loss carryforwards of approximately $500 which
currently have an indefinite carryforward period. The valuation allowance is
necessary due to uncertainty over the future utilization of the net operating
loss carryforwards.



                                      F-19
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


11.      OTHER INCOME
         Other income consists of the following:


                                                   Years ended September 30,
                                                  --------------------------
                                                   2000      1999      1998
                                                  ------    ------    ------
Interest income and finance charges               $  583    $1,082    $1,394
Gain on sale of property, plant and equipment        203       210       151
Income from rental properties, net of expenses       855       755       778
Miscellaneous income                                 509       947     1,061
                                                  ------    ------    ------
Total                                             $2,150    $2,994    $3,384
                                                  ======    ======    ======


12.      LEASES

         Rent expense under operating leases amounted to $1,426, $1,056 and $900
for offices, warehouses and equipment, and $1,647, $1,869 and $1,823 for autos
and trucks in fiscal 2000, 1999, and 1998, respectively.

         The following is a schedule, by year, of future minimum rental payments
required under operating leases that have initial or remaining non-cancelable
terms in excess of one year as of September 30, 2000. Commitments for autos and
trucks have not been included since most of these leases are cancelable upon
specified notice.

Years ending September 30,                         Amount
---------------------------------------  ---------------------
2001                                                 $319
2002                                                  131
2003                                                  105
2004                                                   83
2005                                                   83
Thereafter                                            562
                                         ---------------------
     Total                                         $1,283
                                         =====================

         Several parts and service centers are leased under agreements
classified as operating leases. Most leases can be renewed at current market
rates for additional periods.

         The Company leases its Benson, Minnesota facility under a long-term
lease, which expires in September 2012 with monthly lease payments of $7. The
Company has the right to purchase the property subject to the lease at any time
during the lease term for an amount not greater than $100 plus an amount,
defined by the lease agreement, which approximates the remaining outstanding
lease balance.


                                      F-20
<PAGE>


13.      JOINT VENTURES


         The Company has an interest in two joint ventures, which it accounts
for using the equity method.

         In September 1999, the Company transferred certain rights to the SF 550
for 100% ownership in Ag-Chem/New Holland, LLC ("ACNH"). New Holland North
America, Inc. ("NHNA") purchased a 50% ownership interest from the Company for
$500. The SF 550 is sold to ACNH at cost for resale through NHNA to NHNA's
network of dealers. For their respective contributions, each party shares
equally in the pre-tax profits generated by the sale of the SF 550 product.
Either party has the option to acquire the other's stake in ACNH through a
negotiated process or to compel the joint venture to be dissolved and liquidated
on agreed-upon terms.

         In October 1999, the Company contributed $1,000 in cash to REDBALL, LLC
("REDBALL") for a 50% equity interest. As a result of its contributions, the
Company shares equally in the pre-tax profits generated by sales of REDBALL
products with C.A.P. Inc. At its option, the Company has the right, between
October 1, 2004 and December 31, 2004, to acquire the remaining 50% interest in
REDBALL for approximately $5,000.


COMBINED FINANCIAL INFORMATION -
JOINT VENTURES - 100% BASIS

         Summary combined financial information for the joint ventures on a 100
percent basis follows. Both joint ventures have a September year-end.


        Year ended September 30, 2000                   Amount
        -----------------------------                   ------
        Sales                                          $18,743
        Gross profit                                     5,843
        Earnings before taxes                            2,287
        Earnings after taxes                             2,287

        September 30, 2000                              Amount
        ------------------                              ------
        Current assets                                 $ 5,480
        Non-current assets                                 947
        Current liabilities                              2,832
        Non-current liabilities                             14


         Our proportionate share of the sales of the joint ventures was $9,372
for the year ended September 30, 2000.


14.      COMMITMENTS AND CONTINGENT LIABILITIES
         The Company is involved in several legal actions at September 30, 2000,
the ultimate settlement of which is not expected to have a material effect on
the consolidated financial condition or consolidated results of the Company.


         On September 11, 2000, the Company announced an axle replacement
product improvement program. It is presently estimated that it will cost between
$5,300 to $8,100 to replace the axles and


                                      F-21
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


related components on certain RoGator models. In addition to the actual expense
incurred in the year, a reserve was set up in accordance with accounting
principles generally accepted in the United States of America in the amount of
$5,100. It is very early in the replacement process and the reserve will be
adjusted, if necessary, in future periods as more information on the actual
costs of replacement is collected. The Company has been informed by the supplier
that it will take until approximately August 2001 to produce all the replacement
axles. A settlement with the supplier of the component has not been reached at
this time.


15.      RELATED PARTY TRANSACTIONS
         In fiscal 2000, 1999, and 1998, legal services in the amount of $445,
$445 and $344, respectively, were provided by a law firm in which a director and
stockholder of the Company is a partner.

         Another member of the Company's Board of Directors has an interest in a
customer of the Company. Net sales to the customer were immaterial in fiscal
2000, 1999, and 1998.

16.      SEGMENT INFORMATION
         For fiscal 2000, 1999, and 1998 the members of a farming co-op
accounted for 14.6%, 12.6% and 13.8% of net sales, respectively. Export sales
were 9.7%, 10.9% and 11.4% of net sales in fiscal 2000, 1999, and 1998,
respectively.

         The Company has a subsidiary in the Netherlands. This subsidiary had
net sales of $21,168, $21,273 and $17,622 in fiscal 2000, 1999, and 1998,
respectively. Foreign income before tax for fiscal 2000, 1999, and 1998 were
$186, $610 and $136, respectively. Foreign currency transaction losses included
in net loss for fiscal 2000 totaled $521. Foreign currency transaction gains or
losses included in net earnings for fiscal 1999 and 1998 were not significant.

         The following table presents information about the Company by
geographic area.

                                United States     International    Total Company
                                -------------     -------------    -------------
Net revenues (1)
         Fiscal 2000                 $265,480           $33,361         $298,841
         Fiscal 1999                  251,444            41,235          292,679
         Fiscal 1998                  277,045            45,077          322,122

Long-lived assets (2)
         Fiscal 2000                   39,054             3,680           42,734
         Fiscal 1999                   49,246             1,974           51,220

         (1)      Net revenues are classified into geographic areas based on
                  destination.

         (2)      Includes net property, plant and equipment, non-current notes
                  receivable, intangible and other assets.

17.      SUBSEQUENT EVENTS
         On November 20, 2000, the Company announced it has agreed to be
acquired by AGCO Corporation (AGCO). AGCO, headquartered in Duluth, GA, is a
leading worldwide designer, manufacturer and distributor of agricultural
equipment. Subject to customary regulatory and Ag-Chem shareholder approval, the
transaction will merge the Company with a wholly owned subsidiary of AGCO. The
Company's shareholders will receive $25.80 per share consisting of no more than
$12.90 in AGCO stock and the remainder in cash.

         Pursuant to the merger agreement, Ag-Chem has agreed that upon or prior
to closing of the merger to terminate the Phantom Stock Bonus Plan and to make
cash payments to its employees of approximately $13.86 per phantom share (the
difference between $25.80 and the grant price of $11 15/16), aggregating $1,188.


                                      F-22
<PAGE>


AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)


18.  SELECTED CONSOLIDATED FINANCIAL DATA - QUARTERLY (UNAUDITED)

                                            NET EARNINGS     EARNINGS
                                            ------------      (LOSS)
                 NET SALES   GROSS PROFIT      (LOSS)       PER SHARE
                 --------    ------------      ------       ---------
  2000
  ----
1ST QUARTER      $ 58,708      $ 14,086      ($ 2,024)      ($  .21)
2ND QUARTER       118,074        28,451         6,883           .72
3RD QUARTER        65,181        14,187        (1,384)         (.14)
4TH QUARTER        56,878         9,712        (4,897)         (.51)
                 --------      --------      --------       --------
  TOTAL          $298,841      $ 66,436      ($ 1,422)      ($  .15)
                 ========      ========      ========       =======

  1999
  ----
1st Quarter      $ 53,529      $ 15,476      ($   356)      ($  .04)
2nd Quarter       110,995        30,906         7,505           .78
3rd Quarter        71,504        17,783          (638)         (.06)
4th Quarter        56,651        13,826        (3,123)         (.33)
                 --------      --------      --------       --------
  Total          $292,679      $ 77,991      $  3,388       $   .35
                 ========      ========      ========       =======








                                      F-23
<PAGE>


ITEM 14.    EXHIBITS AND REPORTS ON FORM 8-K


FINANCIAL STATEMENTS

         The following financial statements of Ag-Chem Equipment Co., Inc.,
located on pages F-1 to F-23 hereof, are filed as part of this Report.

a)       Independent Auditors' Report

b)       Consolidated Balance Sheets as of September 30, 2000 and 1999

c)       Consolidated Statement of Operations for the Fiscal Years Ended
         September 30, 2000, 1999 and 1998

d)       Consolidated Statements of Stockholders' Equity and Comprehensive
         Income (Loss) for the Fiscal Years Ended September 30, 2000, 1999 and
         1998

e)       Consolidated Statements of Cash flow for the Fiscal Years Ended
         September 30, 2000, 1999 and 1998

f)       Notes to Consolidated Financial Statements


REDBALL, LLC FINANCIAL STATEMENTS

         The following financial statements of REDBALL, LLC, located on pages 11
to 22 hereof, are filed as part of this Report.

a)       Independent Auditors' Report

b)       Balance Sheet as of September 30, 2000

c)       Statement of Earnings for the Fiscal Year Ended September 30, 2000

d)       Statement of Changes in Members' Capital for the Fiscal Year Ended
         September 30, 2000

e)       Statement of Cash flow for the Fiscal Year Ended September 30, 2000

f)       Notes to Financial Statements



EXHIBITS

         Only exhibits filed with this Amendment to Form 10K are listed.


REPORTS ON FORM 8-K

         None.



SIGNATURES

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

            AG-CHEM EQUIPMENT CO., INC.

                                                       BY:  /s/ Alvin E. McQuinn
                                                            --------------------
                   February 28, 2001                        Alvin E. McQuinn


                                       9
<PAGE>


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Alvin E. McQuinn and/or John C. Retherford as thy true and lawful
attorney-in-fact and agent with the full power of substitution for
aforementioned persons in name, place, and stead, in any and all capacities, to
sign any or all amendments to this Annual Report on Form 10-K/A-1, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities & Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and duty requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitute or substitutes, can lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
       SIGNATURE                                        TITLE                                   DATE
       ---------                                        -----                                   ----
<S>                                <C>                                                    <C>
/s/ Alvin E. McQuinn               Chairman of the Board, Chief Executive Officer         February 28, 2001
--------------------               (Principal Executive Officer) and Director
Alvin E. McQuinn

/s/ Don Pottinger                  President and Director                                 February 28, 2001
---------------------
Don Pottinger

/s/ John C. Retherford             Senior Vice President, Chief Financial Officer         February 28, 2001
----------------------             (Principal Financial and Accounting Officer),
John C. Retherford                 and Director

/s/ Robert L. Hoffman              Secretary and Director                                 February 28, 2001
---------------------
Robert L. Hoffman

/s/ G. Waddy Garrett               Director                                               February 28, 2001
--------------------
G. Waddy Garrett

/s/ Mary M. Jetland                Senior Vice President, SoilTeq                         February 28, 2001
-------------------                and Director
Mary M. Jetland

/s/ A.J. (Al) Giese                Director                                               February 28, 2001
-------------------
A.J. (Al) Giese

/s/ Dewalt J. Willard, Jr.         Director                                               February 28, 2001
--------------------------
Dewalt J. Willard, Jr.
</TABLE>


                                       10
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Members of
  REDBALL, LLC:


We have audited the accompanying balance sheet of REDBALL, LLC (the Company) as
of September 30, 2000 , and the related statements of earnings, changes in
members' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of REDBALL, LLC as of September
30, 2000, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.



                                            /s/ KPMG LLP


Minneapolis, Minnesota
March 2, 2001


                                       11
<PAGE>


                                  REDBALL, LLC

                                  Balance Sheet

                               September 30, 2000


<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                     <C>
Cash                                                                    $      1,500
Accounts receivable net of allowance for bad debts of $62,500              1,723,529
Inventories                                                                3,500,354
Due from related parties                                                      17,366
Other assets                                                                  33,676
                                                                        ------------

            Total current assets                                           5,276,425
                                                                        ------------

Property, plant, and equipment:
    Leasehold improvements                                                   218,509
    Equipment                                                              1,499,848
    Vehicles                                                                 115,891
    Less accumulated depreciation                                           (887,181)
                                                                        ------------

            Total property, plant, and equipment                             947,067
                                                                        ------------

            Total assets                                                $  6,223,492
                                                                        ============

                        LIABILITIES AND MEMBERS' CAPITAL

Checks written in excess of deposits                                    $    262,138
Notes payable - bank                                                         404,857
Current portion of long-term debt                                             19,706
Customer deposits                                                            628,897
Accounts payable                                                             905,544
Accrued expenses                                                             290,664
Due to related parties                                                        94,496
                                                                        ------------

            Total current liabilities                                      2,606,302

Long-term debt, less current portion                                          14,492
                                                                        ------------

            Total liabilities                                              2,620,794
                                                                        ------------

Commitments (note 7)

Members' capital:
    Capital                                                                2,000,000
    Retained earnings                                                      1,602,698
                                                                        ------------

            Total members' capital                                         3,602,698
                                                                        ------------

            Total liabilities and members' capital                      $  6,223,492
                                                                        ============
</TABLE>


See accompanying notes to financial statements.


                                       12
<PAGE>


                                  REDBALL, LLC

                              Statement of Earnings

                          Year ended September 30, 2000


<TABLE>
<S>                                                                         <C>
Net sales                                                                   $ 14,045,492
Cost of sales                                                                  9,157,051
                                                                            ------------

             Gross profit                                                      4,888,441
                                                                            ------------

Operating expenses:
    Sales and marketing                                                        1,137,211
    Research and development                                                      17,318
    General and administrative                                                 1,743,591
    Depreciation and amortization                                                198,534
                                                                            ------------

             Total operating expenses                                          3,096,654
                                                                            ------------

             Earnings from operations                                          1,791,787
                                                                            ------------

Other income (expense):
    Interest expense                                                            (265,064)
    Miscellaneous income                                                          75,975
                                                                            ------------

             Other expense, net                                                 (189,089)
                                                                            ------------

             Net earnings                                                   $  1,602,698
                                                                            ============
</TABLE>


See accompanying notes to financial statements.


                                       13
<PAGE>


                                  REDBALL, LLC

                    Statement of Changes in Members' Capital

                          Year ended September 30, 2000


<TABLE>
<CAPTION>
                                    AG-CHEM     DUE FROM AG-CHEM
                                 EQUIPMENT CO.,   EQUIPMENT CO.,        C.A.P.,
                                      INC.             INC.               INC.            TOTAL
                                  ------------     ------------      ------------     ------------
<S>                               <C>                <C>                <C>              <C>
Initial members' capital
    contribution                  $  1,000,000       (1,000,000)        1,000,000        1,000,000

Cash capital contribution                   --        1,000,000                --        1,000,000

Net earnings                           801,349               --           801,349        1,602,698
                                  ------------     ------------      ------------     ------------

Balance at September 30, 2000     $  1,801,349               --         1,801,349        3,602,698
                                  ============     ============      ============     ============
</TABLE>


See accompanying notes to financial statements.


                                        14
<PAGE>


                                  REDBALL, LLC

                             Statement of Cash Flows

                          Year ended September 30, 2000


<TABLE>
<S>                                                                     <C>
Operating activities:
    Net earnings                                                        $  1,602,698
    Adjustments to reconcile net earnings to net cash
      provided by operating activities:
        Loss on disposal of fixed assets                                       5,540
        Depreciation and amortization                                        198,534
        Changes in operating assets and liabilities:
           Accounts receivable                                              (182,849)
           Inventories                                                      (809,898)
           Due from related parties                                             (138)
           Other assets                                                       17,703
           Customer deposit                                                  236,205
           Accounts payable                                                  343,011
           Accrued expenses                                                  141,068
           Due to related parties                                           (183,171)
                                                                        ------------

               Net cash provided by operating activities                   1,368,703
                                                                        ------------

Investing activities:
    Purchase of property and equipment                                      (337,679)
    Proceeds on sale of equipment                                              7,618
                                                                        ------------

               Net cash used in investing activities                        (330,061)
                                                                        ------------

Financing activities:
    Checks written in excess of deposits                                     262,138
    Net repayments on notes payable - bank                                (2,508,422)
    Capital contribution                                                   1,000,000
    Principal payment on long-term debt                                      (17,954)
                                                                        ------------

               Net cash used in financing activities                      (1,264,238)
                                                                        ------------

               Decrease in cash                                             (225,596)

Cash at beginning of year                                                    227,096
                                                                        ------------

Cash at end of year                                                     $      1,500
                                                                        ============

Supplemental disclosures of cash flow information:
    Cash paid during the year for interest                              $    277,978
                                                                        ============
</TABLE>


See accompanying notes to financial statements.


                                       15
<PAGE>


                                  REDBALL, LLC

                          Notes to Financial Statements

                               September 30, 2000



(1)   DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

      (a)   NATURE OF BUSINESS

            Effective October 1, 1999, C.A.P., Inc., (C.A.P.) and Ag-Chem
            Equipment Company, Inc., (Ag-Chem) formed REDBALL, LLC (the Company)
            as a joint venture to engineer, assemble, and sell products used in
            pumping, applying, monitoring, and metering liquids used in
            agricultural production throughout the United States. The Company
            extends credit to agricultural customers which is subject to
            significant volatility.

      (b)   FORMATION AND CAPITAL CONTRIBUTION

            Pursuant to the Joint Contribution Agreement between C.A.P. and
            Ag-Chem, each owns 50% of the Company. Ag-Chem's initial capital
            contribution was $1,000,000 in exchange for 100,000 membership units
            of the Company. C.A.P.'s initial capital contribution included the
            transfer of essentially all of its operating assets and liabilities,
            including cash of $227,096, in exchange for 100,000 membership
            units.

            The assets contributed by C.A.P. consisted of inventory, accounts
            receivable, and equipment. The liabilities assumed by the Company
            included accounts payable, customer deposits, accrued liabilities,
            and long-term debt. The assets contributed and the liabilities
            assumed by the Company were recorded at C.A.P.'s historical cost
            basis. For financial reporting purposes, the members share in the
            profits and losses, according to their respective ownership
            interests in the Company.

            The operating assets received and liabilities assumed by the Company
            from C.A.P. is summarized below:

                      Current assets                          $  4,188,880
                      Property, plant, and equipment, net          821,081
                      Liabilities assumed                       (4,009,961)
                                                              ------------

                                                              $  1,000,000
                                                              ============

            Overall management of the Company is vested in a four-person
            executive committee. C.A.P. and Ag-Chem each select two members for
            the executive committee.

      (c)   INVENTORIES

            Inventories are stated at the lower of cost or market. Cost is
            determined using the first-in, first-out (FIFO) method. Costs
            included in inventories consist of materials, labor, and
            manufacturing overhead which are related to the purchase and
            production of inventories. Manufacturing overhead excludes
            depreciation and rent costs incurred by the Company.


                                       16                            (Continued)
<PAGE>


                                  REDBALL, LLC

                          Notes to Financial Statements

                               September 30, 2000



      (d)   PROPERTY AND EQUIPMENT

            Property and equipment are valued at cost. Depreciation is computed
            using the straight-line method based on estimated useful lives. The
            following is a summary of estimated useful lives:

                      Equipment and vehicles                     5-10 years
                      Building and leasehold improvements        5-32 years

      (e)   LONG-LIVED ASSETS

            The Company reviews its long-lived assets and certain identifiable
            intangibles for impairment whenever events or changes in
            circumstances indicate that the carrying amount of an asset may not
            be recoverable. Recoverability of assets to be held and used is
            measured by a comparison of the carrying amount of an asset to
            future net undiscounted cash flows expected to be generated by the
            asset. If such assets are considered to be impaired, the impairment
            to be recognized is measured by the amount by which the carrying
            amount of the assets exceeds the fair value of the assets. Assets to
            be disposed of are reported at the lower of the carrying amount or
            fair value less costs to sell.

      (f)   FAIR VALUE OF FINANCIAL INVESTMENTS

            The carrying values of the Company's financial assets and
            liabilities approximate market value due to their short-term nature.

      (g)   ACCOUNTING ESTIMATES

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America 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 revenues and expenses during
            the reported period. Actual results could differ from those
            estimates.

      (h)   REVENUE RECOGNITION

            Sales of equipment and replacement parts are recorded by the Company
            when shipped and title and all risks of ownership have been
            transferred. Substantially all of the Company's sales are to
            independent dealers with payment terms that vary by product but
            include fixed payment schedules on all sales. The terms of sale
            require that a purchase order accompany all shipments. Title passes
            to the dealer or distributor upon shipment and the risk of loss upon
            damage, theft, or destruction of the equipment is the responsibility
            of the dealer. The dealer may not return equipment while its
            contract is in force. The Company may provide certain sales
            incentives to dealers. Provision for sales incentives are made at
            the time of sale for existing incentive programs and are netted
            against sales. The Company offers consignment terms on a limited
            basis to new or prospective dealers. Consignment sales are
            recognized as revenue when equipment is sold to retail customers.


                                       17                            (Continued)
<PAGE>


                                  REDBALL, LLC

                          Notes to Financial Statements

                               September 30, 2000



            The Company periodically receives prepayments from customers to
            secure either more favorable pricing or a desired delivery date.
            Revenue on customer prepayments is deferred until shipment of goods
            to customers occurs.

            Sales terms of highly seasonal product, which comprise a majority of
            the Company's sales, provide for interest-free payment and due dates
            based on specified dates, regardless of the shipment date, that are
            generally due 11 to 13 months after shipment. Payments due under the
            Company's terms of sale are not contingent upon the sale of the
            equipment by the dealer to a retail customer. Payment for equipment
            sales is immediately due upon a retail sale of the equipment by the
            dealer. Substantially all remaining sales to distributors are due
            and payable in 30 days from shipment.

            The Company classifies amounts billed to customers for shipping and
            handling as revenue. Costs associated with shipping and handling are
            included in cost of goods sold.

      (i)   WARRANTY COSTS

            The Company offers a one-year warranty. Product warranty costs are
            accrued at date of shipment.

      (j)   ADVERTISING COSTS

            Advertising costs are expensed as incurred. Advertising expenses
            were $94,918 during the year ended September 30, 2000.

      (k)   RESEARCH AND DEVELOPMENT EXPENSE

            Research and development expenses are expensed as incurred and
            aggregated $17,318 for the year ended September 30, 2000.

      (l)   NEW ACCOUNTING PRONOUNCEMENTS

            During 1998, the Financial Accounting Standards Board (FASB) issued
            SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
            ACTIVITIES, which establishes new standards for recognizing all
            derivatives as either assets or liabilities, and measuring those
            instruments at fair value. SFAS No. 137, ACCOUNTING FOR DERIVATIVE
            INSTRUMENTS AND HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE
            OF FASB STATEMENT NO. 133, changed the effective date to fiscal
            years beginning with the first quarter of fiscal 2001. The Company
            believes there will be no impact on the Company's financial
            statements with its adoption.


                                       18                            (Continued)
<PAGE>


                                  REDBALL, LLC

                          Notes to Financial Statements

                               September 30, 2000



            In December 1999, the Securities and Exchange Commission issued
            Staff Accounting Bulletin No. 101 which provides the staff's views
            in applying accounting principles generally accepted in the United
            States of America to selected revenue recognition issues. The
            Company will be required to adopt the new standard beginning with
            the fourth quarter of fiscal 2001. In October 2000, the SEC provided
            interpretive guidance for SAB 101. The Company believes there will
            be no impact on the Company's financial statements with the adoption
            of SAB 101.

      (m)   INCOME TAXES

            The Company is organized as a limited liability company, and the
            Company's earnings are reflected in each respective members' tax
            return. Therefore, the accompanying financial statements do not
            reflect a provision or accrual for income taxes as the Company's
            income tax liabilities or benefits accrue to the respective members.

(2)   INVENTORIES

      Inventories consisted of the following at September 30, 2000:

                      Raw materials                $  1,884,665
                      Work-in-process                 1,007,498
                      Finished goods                    608,191
                                                   ------------

                                                   $  3,500,354
                                                   ============

(3)   RELATED PARTY TRANSACTIONS

      Members of the Company are also shareholders in other companies that
      engage in business transactions with the Company. The sales terms are
      consistent with the terms used to sell product to independent dealers. A
      summary description of the significant types of related party transactions
      that the Company engages in includes the following.

      The Company sells its product to Ag-Chem and to one of its wholly owned
      subsidiaries. Ag-Chem will also sell the Company's product and earn a
      commission of 8.5 percent of the sales price of the product.

      The Company provides administrative, accounting, computer, and other
      support functions for a related company, Custom Roto-Mold, Inc. (CRM).
      These shared services also include shared general ledgers. Transactions
      are allocated between the Company and CRM based on specific identification
      of each transaction. In exchange for the performance of these services,
      the Company is paid a monthly fee of $6,240. The Company also purchases
      raw materials from CRM.

      The Company leases its corporate offices and manufacturing facilities from
      Claussen Properties, Inc., a related party.

      In addition to the inventory that C.A.P contributed to the Company at its
      inception, the Company purchased an additional $90,539 of inventory from
      C.A.P. From time to time the Company will borrow funds from C.A.P., which
      are typically reimbursed within 30 to 60 days.


                                       19                            (Continued)
<PAGE>


                                  REDBALL, LLC

                          Notes to Financial Statements

                               September 30, 2000



      The Company pays for an automobile allowance for two members of the
      executive committee.

      The following is a summary of related party transactions for the year
      ended September 30, 2000:

        Sales of product to Ag-Chem and subsidiary, and CRM         $  435,404
        Management fees remitted from CRM                               81,256
        Purchase of product from CRM and Ag-Chem and subsidiary        736,005
        Sales commissions paid to Ag-Chem                              695,489
        Lease payments made to Claussen Properties, Inc.               216,000
        Payments to C.A.P. for inventory purchases and repayment
            of borrowings                                              171,783
        Payments to members' for automobile allowance                   15,802
                                                                    ==========

      Due to and due from related companies at September 30, 2000 was $94,496
      and $17,366, respectively.

(4)   NOTE PAYABLE - BANK

      On February 25, 2000, the Company signed a revolving promissory note with
      its bank to finance its receivables and inventory. The note agreement
      allows for borrowings through February 1, 2001, up to a maximum of
      $6,000,000. The interest on the note is due in monthly payments and is
      based on the highest base rate on corporate loans at large U.S. money
      center commercial banks that the WALL STREET JOURNAL publishes as the
      prime rate. The interest rate was 9.50% at September 30, 2000. The note is
      secured by certain property of the Company, including inventory, accounts
      receivable, and equipment. The outstanding balance of the note was
      $404,857 at September 30, 2000. The note was subsequently renewed on
      February 2, 2001. This extension allows borrowings of up to $7,000,000
      through February 1, 2002 and requires the Company to pay .5% on the unused
      portion of the note.


                                       20                            (Continued)
<PAGE>


                                  REDBALL, LLC

                          Notes to Financial Statements

                               September 30, 2000



(5)   LONG-TERM DEBT

      Long-term debt consists of the following:

           Note payable due in monthly installments of $520
               including interest at 9%, maturing November 2002,
               secured by vehicle                                   $  12,159

           Note payable due to bank in monthly installments of
               $625 including interest at 9%, maturing September
               2002, secured by vehicle                                13,557

           Note payable due to bank in monthly installments of
               $691 including interest at 9.75%, maturing October
               2001, secured by equipment                               8,482
                                                                    ---------

                                                                       34,198

           Less current portion                                       (19,706)
                                                                    ---------

                                                                    $  14,492
                                                                    =========

      Long-term debt repayments are scheduled to be $19,706, $13,574, and $918
      in 2001, 2002, and 2003, respectively.

(6)   EMPLOYEE BENEFIT PLANS

      The Company's employees are eligible to participate in a 401(k) savings
      plan. Employees may contribute up to $10,500 of their pre-tax salary to
      this plan, each calendar year. Under the provisions of the plan, the
      Company, at its discretion, may make contributions to the plan.
      Contributions by the Company amounted to $18,336 for the year ended
      September 30, 2000.

(7)   COMMITMENTS AND CONTINGENCIES

      The Company leases its office and manufacturing space under a five-year
      lease agreement from Claussen Properties (see note 3). This lease requires
      minimum monthly future rental payments averaging $18,000 through September
      30, 2004. The lease also requires the Company to pay a portion of real
      estate taxes, common area maintenance, and utilities.

      Total rent expense, excluding prorated real estate taxes, common area
      maintenance, and utilities, under the above lease was $216,000 for the
      year ended September 30, 2000.

      The Company also leases certain equipment and copiers under various
      operating leases that expire between 2001 and 2003. The leases require
      monthly payments totaling $2,215. Total lease expense was $26,252 for the
      year ended September 30, 2000.


                                       21                            (Continued)
<PAGE>


                                  REDBALL, LLC

                          Notes to Financial Statements

                               September 30, 2000



      Future minimum rental commitments under operating leases are as follows:

                     YEAR ENDING
                     SEPTEMBER 30                       AMOUNT
                     ------------                     ----------

                        2001                          $  283,520
                        2002                             225,873
                        2003                             216,329
                        2004                             216,000
                                                      ----------

                                                      $  941,722
                                                      ==========


                                       22