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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [NO FEE REQUIRED]

                    For the fiscal year ended December 31, 1999

                                        OR

[ ] 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 1-8585

                       UNITED DOMINION INDUSTRIES LIMITED
             (Exact name of registrant as specified in its charter)


                 Canada                                 98-0125322
------------------------------------------   ----------------------------------
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

2300 One First Union Center, Charlotte, NC               28202-6039
------------------------------------------   ----------------------------------
 (Address of principal executive offices)                (Zip Code)


     Registrant's telephone number, including area code, is (704) 347-6800.

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

      Title of Each Class             Name of Each Exchange on which Registered
      -------------------             -----------------------------------------
Common Shares (without par value)           The Toronto Stock Exchange
                                            New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  NONE

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

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
included as it is inapplicable to the registrant, a foreign private issuer.  [X]

The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately U.S. $635,000,000 as of March 14, 2000, assuming
that officers and directors are affiliates. As of the same date, 39,122,355
Common Shares were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended December 31,
1999 are incorporated by reference into Parts I and II and filed as Exhibit 13
hereto.

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                                     PART I

ITEM 1.  BUSINESS

GENERAL

     United Dominion Industries Limited (the "Company" or the "Registrant") was
initially incorporated in Canada as Dominion Bridge Company, Limited in 1882,
reincorporated with the same name under the Companies Act of Canada on July 30,
1912, and continued with unlimited duration under the Canada Business
Corporations Act effective May 8, 1980. The Company changed its name to AMCA
International Limited on June 1, 1981 and to United Dominion Industries Limited
effective June 4, 1990.

     The registered office of the Company is Suite 5300, Commerce Court West,
P.O. Box 85, Toronto, Ontario, Canada M5L 1B9. Its principal executive office is
at 2300 One First Union Center, 301 South College Street, Charlotte, North
Carolina, 28202, USA.

     The Company manufactures proprietary engineered products for sale primarily
to industrial and commercial markets worldwide. The Company's businesses are
organized in four segments: Flow Technology, Machinery, Specialty Engineered
Products and Test Instrumentation.

The Company's Flow Technology businesses include:

         o        Marley Cooling Tower, Spig and Cofimco -- cooling towers for
                  power generation, refrigeration, HVAC and industrial uses.

         o        Flair -- filters and dryers for compressed air systems.

         o        Weil-McLain -- cast iron boilers for commercial and
                  residential customers.

         o        Waukesha Cherry-Burrell and Bran + Luebbe -- valves, pumps,
                  fittings, and integrated systems for sanitary (i.e. food,
                  beverages, dairy, pharmaceutical and cosmetics) and industrial
                  processing markets.

         o        Marley Pump -- submersible petroleum and water pumps and leak
                  detection equipment.

         o        Mueller Steam -- pipeline strainers and check, butterfly and
                  plug valves.

         o        CMB -- backflow prevention devices.

The Company's Machinery businesses include:

         o        BOMAG, HYPAC, Compaction America and Stow -- soil, asphalt and
                  landfill compactors and light equipment for concrete placement
                  and treatment.

         o        Sunflower, Feterl and Richardton -- tilling equipment, augers,
                  grain drills and handling systems.

The Company's Specialty Engineered Product businesses include:

         o        Door Products (Ceco, Trussbilt, Fleming and Dominion Building
                  Products/Amsco) -- steel frames and doors for commercial,
                  industrial and institutional markets.

         o        Door Products (Serco, Kelley, TKO and Lee Engineering) -- dock
                  levelers, vehicle restraints, dock seals and shelters,
                  stackers, scissor lifts and tilters.

         o        Marley Electric Heating -- electric resistant heaters and
                  ventilation equipment for industrial, commercial and
                  residential markets.

         o        Fenn Manufacturing -- close-tolerance machining primarily for
                  the aerospace industry and metal forming equipment.

         o        C & M -- powered roller conveyor systems for the corrugated
                  and solid fiber carton industry.


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The Company's Test Instrumentation businesses include:

         o        Test Measurement (Radiodetection, Riser-Bond and Bicotest) --
                  portable pipe and cable locators, and line management and
                  monitoring systems for the utilities and telecommunications
                  industries.

         o        ATP (Amprobe TIF and Promax) -- hand-held testing equipment,
                  refrigerant recovery and handling systems and refrigerant leak
                  detection devices.

         o        AIT -- diagnostic tools, precision fastening systems, and
                  gaging devices primarily for the automotive industry; carbide
                  machine parts and scales and weighing systems.

         o        Lunaire/LDS -- environmental testing chambers, industrial
                  ovens and electro-dynamic shakers for vibration testing.

         o        Atmospheric Air (TMI and King) -- air supply systems for the
                  automotive and food processing industries.

     The Company has consolidated assets of approximately $2.2 billion and
employs approximately 14,000 people at over 90 manufacturing locations in more
than 20 countries. The Company sells its products in over 120 countries and had
1999 consolidated sales of approximately $2.15 billion.

         References herein to the Company are, where the context so requires, to
the Company and one or more of its subsidiaries. Dollar references are to U.S.
dollars unless otherwise indicated.

RECENT DEVELOPMENTS

     The Company completed twelve product line acquisitions during 1999 and
early 2000, adding annualized sales approaching $300 million. During the first
quarter, the Company purchased Riser-Bond, a manufacturer of cable fault
locators, for Radiodetection, and Ranieri, an Italian producer of stick ice
cream molds, for Waukesha Cherry-Burrell's ice cream division. The Company added
Aqua-Cool, an Australian cooling tower company, in the second quarter. In
August, the Company made a large acquisition, Bran + Luebbe, a German
manufacturer of metering pumps and analyzers, which compliments the Company's
Waukesha Cherry-Burrell business. Also in the third quarter, the Company added
TKO Doors for Serco, Fleming, a Canadian steel door manufacturer, for Door
Products, and Radiodetection China for Radiodetection. In the fourth quarter,
the Company added the Williamson & Milwaukee-Thermoflo product lines to
Weil-McLain, Patton industrial fans, heaters and ventilation equipment to Marley
Electric Heating, Bicotest, a British producer of instruments to detect the
distance to fault on wire cables, to Radiodetection and General Electronic
Systems, a manufacturer of industrial platform scales, to the AIT group. In the
first week of 2000 the Company added the Kelley Company, a full-line producer of
dock equipment, to its Dock Products division. Kelley will compliment the
Company's Serco business.

     The Company's UDXcellence initiative became the number one operating
priority of the Company during 1999. The program was launched during the first
quarter and is a comprehensive Company-wide initiative designed to improve
productivity, increase efficiency and lower asset utilization. As part of the
UDXcellence program, the Company incurred one-time charges during the year of
$22.2 million in connection with the following initiatives:

         o        Closing a Flair operation in Virginia and combining it with
                  one in North Carolina;

         o        Moving the King Company's manufacturing operations from
                  Minnesota to South Carolina and thereby reducing the cost
                  structure;

         o        Rationalizing door and frame production at its Door Products
                  division;

         o        Combining and rationalizing the Test Measurement division,
                  closing two facilities and reducing headcount; and

         o        Consolidating some of Mueller Flow's product lines with
                  Mueller Steam and Bran + Luebbe, and exiting others.


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     In September 1999, the Company completed its 2 million share repurchase
program accomplished pursuant to a normal course issuer bid in Canada. That
program began in October 1998. Together with its 3 million share issuer bid
repurchase at the beginning of 1998, and its 2 million share normal course bid
accomplished in 1997 and 1998, the Company has purchased approximately 15% of
its outstanding common shares during the period 1997 through 1999.

     The Company announced in December a reorganization of its senior
management, promoting Glenn A. Eisenberg to President and Chief Operating
Officer, B. Bernard Burns, Jr. to Executive Vice President and Chief
Administrative Officer and William Dries, Senior Vice President, to Chief
Financial Officer. The Company's segment organization remains in place with
James M. Gibbs continuing as President of Flow Technology and Lothar Wahl as
President of Machinery. Richard F. Bradbury was named President of Specialty
Engineered Products and Timothy J. Verhagen became President of Test
Instrumentation.

INDUSTRY SEGMENTS

     The Company's businesses are organized into four industry segments: Flow
Technology, Machinery, Specialty Engineered Products and Test Instrumentation.

     The following table sets out the sales and operating income by segment for
the Company's ongoing businesses:

                                        Year Ended December 31
                                    1999         1998        1997
                                    ----         ----        ----
                                            (in millions)

     Sales
     ------

Flow Technology                    $  992      $  946      $  846
Machinery                             456         454         364
Specialty Engineered Products         388         349         310
Test Instrumentation                  312         271         124
                                   ------      ------      ------
     Total                         $2,148      $2,020      $1,643
                                   ======      ======      ======

     Operating Income
     ----------------

Flow Technology                    $   94      $   97      $   79
Machinery                              51          51          42
Specialty Engineered Products          42          39          42
Test Instrumentation                   18          21          12
                                   ------      ------      ------
     Total                         $  205      $  207      $  175
                                   ======      ======      ======

     Additional information about the Company's industry segments for each of
the last three fiscal years is contained in Note 12 of the Notes to Consolidated
Financial Statements incorporated by reference into this document.

FLOW TECHNOLOGY SEGMENT

Marley Cooling Tower

     According to industry sources, Marley Cooling Tower is the leading United
States-based manufacturer of water cooling towers. It manufactures and markets
products globally ranging from small, factory-assembled cooling towers used in
refrigeration and air conditioning systems to large mechanical draft and
hyperbolic concrete cooling towers constructed on-site for electric utilities
and industrial applications. Marley Cooling Tower also furnishes spare parts and
rebuilds and upgrades cooling towers designed by


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Marley or its competitors. Its Recold Division manufactures and markets
evaporative condensers and closed circuit coolers for the air conditioning and
refrigeration industry. Marley Cooling Tower's principal competitors include
Baltimore Aircoil, Balcke-Durr, Evapco, GEA, Hamon, Psychometric Services and
Liang Chi.

     Marley Cooling Tower's business is divided among the industrial, utility
and HVAC markets. It has nine regional sales offices and more than 70
representative offices across the United States and Canada, as well as
subsidiary companies in England, Germany, Spain, Australia and Malaysia, and
sales offices and joint venture partners in various places throughout the world.
The Company's 1999 acquisition of Aqua-Cool, in Australia, increased Marley
Cooling Tower's Australian presence.

     Marley Cooling Tower's Resolite business produces engineered fiberglass
reinforced plastic composite panels in opaque and light transmitting versions
which are used in industrial applications requiring superior corrosion
resistance. Resolite uses the pultrusion process to manufacture fiberglass
reinforced composite products, principally for the electrical and structural
markets. Resolite's principal competitors are Enduro Composite Systems and
Bedford Reinforced Plastics, Inc.

Flair

     According to industry sources, Flair is the leading United States
manufacturer of equipment used to dehydrate, filter and purify air and gas in
various industrial applications. Flair's products include dryer and purification
equipment such as regenerative and refrigerated compressed air and oil dryers
that eliminate moisture and contaminants from compressed gases. Flair also
supplies filter assemblies, elements, valves and desiccant used in the
replacement market. Products are marketed under the following names: Pneumatic
Products (regenerative dryers); General Pneumatics (refrigerated and
regenerative dryers); Deltech (refrigerated and regenerative dryers); Dollinger
(filters and oil mist eliminators); Delair (refrigerated and regenerative air
dryers for the European market); Kemp (regenerative dryers for liquids and gases
other than air); Siva (solvent distillation equipment); and Technolab
(compressed air filters).

     Components for compressed air systems plus replacement filters and parts
represent a majority of Flair's business. Flair produces substantially all of
the components in a compressed air system with the exception of the compressor
itself. Ingersoll-Rand, the largest United States manufacturer of compressors,
is Flair's largest customer. Flair has operations throughout North America and
Western Europe, and certain products are marketed by distributors and sales
representatives. Its international presence includes a global strategic alliance
with Ingersoll-Rand for the supply of private label compressed air dryers and
other products for worldwide distribution. In addition to its presence in
Europe, Flair has formed joint ventures in India, Japan and Korea. Flair's
principal competitors for compressed air products include Hankison, Zeks Air
Dryer, General Air, Henderson Engineering, Balston, Finite, Ultrafilter and
Domnick Hunter.

Waukesha Cherry-Burrell

     Waukesha Cherry-Burrell manufactures stainless steel equipment for dairy,
food, beverage, pharmaceutical and industrial processing. Product families
include: positive displacement, centrifugal, gear and high pressure piston
pumps; automated and manual valves; tubular fittings and clamps; scraped
surface, tubular and plate heat exchangers; homogenizers and other dispersion
equipment; and freezers, ingredient feeders, fillers, stick novelty and wrapper
equipment for frozen confectionery.

     The 1999 acquisition of Ranieri, along with the acquisitions of
PMS/Alliance (1997) and APV Ice Cream (1998), have positioned Waukesha
Cherry-Burrell as a leading, full-line equipment supplier to the ice cream
industry. Waukesha Cherry-Burrell manufactures its


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products in the United States, Mexico, Denmark and Italy, and also has
engineering groups in Mexico City and Louisville, Kentucky that design and
install turnkey food and beverage systems throughout North, Central and South
America.

     The primary markets for Waukesha Cherry-Burrell are the Americas, Western
Europe and the Pacific Rim. Its primary competitors are Tetra Laval, APV and
GEA. These companies are European-based and also manufacture broad equipment
lines. Waukesha Cherry-Burrell markets its products through a combination of
direct sales and independent distributor partners and systems integrators.

Bran + Luebbe

     Bran + Luebbe, a German-based company acquired in August 1999, manufactures
a broad line of metering pumps and systems (the metering division) and a range
of analyzers for laboratories and the process industry (the analyzers division).
Its product families include precision diaphragm metering pumps, high-pressure
pumps, screw feeders, solids metering systems, blending systems, laboratory
analyzers, in-line process analyzers and environmental monitors.

     Bran + Luebbe's primary markets are chemical, petrochemical, pulp and
paper, pharmaceuticals and cosmetics, oil and gas, food and beverage,
agriculture and private and public laboratories. It serves these industries
through thirteen marketing companies in strategic locations around the world.
Bran + Luebbe's primary manufacturing facility is located near Hamburg, Germany,
with systems assembly facilities in Sweden, France, the United States and the
U.K. Bran + Luebbe's major competitors in metering are Milton Roy and LEWA. The
analyzer market is more fragmented, with Foss and Thermo Electron among the more
significant competitors.

Weil-McLain

     According to industry sources, Weil-McLain is the leading North American
manufacturer of oil and gas fired cast iron boilers used for heating homes,
apartment buildings, offices and schools. In addition, Weil-McLain manufactures
and markets products associated with the sale of its boilers, such as hydronic
baseboards, in-floor radiation, oil burners, control panels and indirect water
heaters. In 1999, Weil-McLain expanded its boiler line and entered the oil
furnace market by acquiring Williamson and Milwaukee-Thermoflo. Approximately
80% of Weil-McLain's total revenue is derived from the replacement market.
Boilers are sold throughout North America, with the largest volume concentrated
in the New England, middle Atlantic and midwest sections of the United States.
Weil-McLain's principal United States competitors in the cast iron boiler market
are Burnham, Peerless, Earl Reed International and Mestek.

     Weil-McLain believes it is the lowest cost producer of cast iron boilers in
the United States and the industry technology leader. In addition, management
believes that Weil-McLain's distribution system is a leader in its industry,
with approximately 250 distributors in 650 locations. Distributors sell to
independent heating contractors and dealers who install the boilers.

Marley Pump

     Marley Pump designs, manufactures and sells pumps for gasoline service
stations, bulk petroleum facilities and water well systems. Products are sold
under the "Red Jacket" brand name to major oil companies and various equipment
distributors. According to industry sources, Marley Pump has a leading United
States market share in submersible gasoline pumps. Marley Pump also produces
mechanical and electronic leak detection devices that monitor underground
storage tanks and pumping equipment at service stations and other bulk fuel
facilities worldwide. In addition, Marley Pump competes in the submersible and
surface


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pump water systems market worldwide. At year end 1998, Marley Pump sold its
motor manufacturing business, which permitted it to focus on its core pump
manufacturing business. Marley Pump's principal competitors are Goulds Pumps,
Sta-Rite Industries, The Grundfos Group, F.E. Meyers, Aermotor and F.E. Petro.
Marley Pump's products are marketed domestically primarily through distributors,
and internationally through distributors and sales representatives.

Mueller Steam

     Mueller Steam Specialty manufactures three primary product lines:
strainers, check valves and butterfly valves. Strainers and valves are used in
various industrial processes in which piping systems exist. Mueller Steam
believes that it is the largest manufacturer of non-automatic pipeline strainers
in the world. In addition, Mueller Steam designs and manufactures a line of
specialized products directed primarily to the oil, gas and petrochemical
industries. These products include fabricated strainers, lined plug and ball
valves, temporary strainers and other flow products. Mueller Steam has
international sales offices in the United Kingdom, Singapore, Canada and the
United Arab Emirates and serves Latin America from the United States. Mueller
Steam serves industrial and commercial markets through independent sales
representatives and distributors. Principal competitors include Haywood,
Keckley, Keystone & Bray, and Crane.

CMB

     CMB designs and manufactures fluid control valves and distributes them
worldwide through its network of distributors and sales representatives. FEBCO,
CMB's complete line of bronze and ductile iron backflow prevention assemblies,
is used in irrigation, plumbing, industrial, municipal and fire protection
markets. CMB also manufactures the Polyjet Control Valve, a custom-designed,
multi-jet sleeve valve designed to control high pressure or rapid flow or to
provide very precise flow control. POLYJET valves are used primarily in hydro or
dam construction projects and in other unique waterworks applications. CMB's
K-FLO AWWA Butterfly Valves are used in specialized applications including
waterworks and waste water systems, which are sold throughout the world. CMB's
competitors include Watts Industries, Zurn/Wilkins, Henry Pratt Co. and
Kvaerner.

MACHINERY SEGMENT

Compaction

     Management believes that BOMAG, headquartered in Germany, is the world
leader in the production and sale of compaction equipment for soil and asphalt
applications. BOMAG also manufactures equipment for soil stabilizing, recycling
and sanitary landfill applications, and offers an integrated Compaction
Management System which processes on-line compaction data for the most advanced
dynamic compaction control methods. BOMAG pioneered the double vibratory roller
concept and its product line consists of more than 100 models ranging from
small, hand-operated tampers up to its 36-ton landfill compactor. BOMAG entered
the grader business in 1998 with four models in the 60-132 kW classes. With its
acquisition of Stow Manufacturing (1997), BOMAG broadened its light equipment
product offering to include equipment for concrete placement and treatment,
paving and site preparation.

     Products are marketed under the BOMAG, HYPAC and STOW brand names
throughout the world by independent distributors and licensees and through
direct sales to the rental industry and all segments of the general construction
and waste management industries, including a wide range of governmental
agencies. Compaction America, BOMAG's manufacturing base in North America,
produces both BOMAG and HYPAC products. BOMAG Light Equipment, located in
Conklin, New York, is a division of Compaction America and produces the STOW
products.


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     BOMAG operates through subsidiaries in the United States, Canada, England,
France, Austria and Germany, with manufacturing facilities located in Germany,
Illinois and New York and additional sales and service centers located in Jordan
and Singapore. BOMAG owns an interest in Nippon BOMAG in Japan and has license
or cooperation agreements with partners in India, Malaysia and the Czech
Republic.

     BOMAG competes directly with a number of small regional companies and
several major international companies, including Ingersoll Rand, Caterpillar,
Dynapac and Wacker, some of which are larger than BOMAG and offer other
construction-related products in addition to compaction equipment.

Agricultural Equipment

     Agricultural Equipment consists of three businesses: Sunflower
Manufacturing Company, Feterl Manufacturing Company and Richardton Manufacturing
Company. Management believes that Sunflower is among the world's leading
producers of high-quality disc harrows. Its other tillage equipment, grain
drills and grain carts are used for seedbed preparation, seeding and harvesting
operations. Sunflower's primary market is the midwestern and high plains areas
of the United States. Its products, which are sold through a direct sales force
and a network of more than 700 independent dealers, compete against equipment
manufactured by John Deere, Case IH, Krause, D.M.I., Landoll, Brillion, Brent
and Parker. Feterl, which manufactures grain augers, cleaners and service
bodies, primarily serves the same areas as Sunflower. Its products are sold
through independent sales representatives and a network of more than 600
independent dealers. Its principal competitors are Westfield, Hutch-Mayrath and
Sudenga. Richardton manufactures grain carts which are marketed by and sold with
the Sunflower name. Richardton also manufactures and sells forage and specialty
crop wagons. Its products are marketed primarily in the northeastern and
peanut-producing regions of the United States. Richardton's products are sold
through independent sales representatives and a network of more than 600
dealers. Its principal competitors are Byron and United Farm Tool.

SPECIALTY ENGINEERED PRODUCTS SEGMENT

Door Products

     Door Products consists of a group of companies that manufacture and market
standard, specialty and custom steel doors and door frames for commercial,
industrial and institutional applications. Management believes that Door
Products is the United States market leader in the commercial-distributor,
commercial-OEM and detention steel door markets.

     Ceco Door manufactures side-hinged steel doors and frames for commercial
and industrial markets nationwide and in selected overseas locations. It
maintains service centers in major cities throughout the United States. Ceco
products can be found in office buildings, schools, hospitals and nursing homes,
apartments, hotels and motels, and retail, industrial and commercial buildings.
Door Products expanded its commercial market share and product offerings in 1999
by acquiring Fleming Limited. Management believes that S.W. Fleming is the
leading Canadian manufacturer of commercial side-hinged steel doors and frames
and a low cost producer.

     Trussbilt manufactures heavy gauge steel doors and frames for security and
detention markets. Trussbilt also produces security ceilings for detention and
other applications.

     Dominion Building Products/Amsco manufactures and distributes pre-hung and
unassembled steel doors, frames and windows for the metal building industry.
While most of its products are sourced from Ceco, Amsco provides the unit its
own manufacturing capability.


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     According to industry sources, Door Products, Steelcraft and Curries are
the three largest participants by market share in the U.S. side-hinged steel
door industry.

Dock Products

     Dock Products is comprised of four businesses: Serco, Kelley, TKO Doors and
Lee Engineering. Serco manufactures and distributes a broad range of loading
dock equipment for industrial and commercial markets in North America. Serco's
products include dock levelers, vehicle restraints and loading dock seals and
shelters. These products are sold through an extensive distribution network,
including captive sales and service centers (The Paul Reilly Company, Casco and
Just Rite Equipment) and independent material handling distributors.

     The Kelley Company was acquired on January 5, 2000. Like Serco, Kelley
manufactures and distributes dock levelers, vehicle restraints and loading dock
seals and shelters. Kelley also offers elevating dock platforms, scissor lift
tables, rail lift tables and truck levelers. Kelley sells its products through
an extensive distribution network. Primary markets for both Serco and Kelley
include industrial plants, distribution centers and wholesale and retail
warehouses. Principal competitors of Serco and Kelley include Rite-Hite,
McGuire, and Blue Giant.

     TKO Doors, acquired in 1999, is the leading designer, manufacturer and
seller of "knockout" doors for loading docks in the United States. Knockout
doors contain spring-loaded plungers that permit door panels to release under
pressure, thereby absorbing impact without sustaining damage. TKO's competitors
include Rite-Hite, Overhead Door, Wayne Dalton and Albany International.

     Lee Engineering manufactures material handling equipment such as manually
propelled pallet lifts, stackers, and stationary and portable scissor lift
tables. Its products are sold to the industrial market under the Presto and
Regal brand names, primarily through third party catalog companies, sales
representatives and independent distributors. Lee's principal competitors
include Big Joe, Bishamon and Southworth, each of which is larger than Lee, and
a number of smaller, regional material handling manufacturers.

Marley Electric Heating

     Management believes that Marley Electric Heating is the leading United
States producer of electric resistance heating products for residential,
commercial and light industrial markets. It manufactures a full range of
electrical heating products, including baseboard, wall, portable and unit
heaters. The base product line is supplemented by a complete line of commercial
convectors, infrared heaters and numerous specialty application heaters.
Products are sold under the Q-Mark, Berko, Aztec and Fahrenheat brand names.
Principal competitors are TPI, Cadet and Dimplex. Q-Mark, Berko and Aztec
products are marketed through independent sales representatives to wholesale
electrical and mechanical distributors. Fahrenheat products serve the consumer
"Do it Yourself" market through hardware and home center stores.

     Marley Electric Heating entered the commercial/industrial ventilation
business in 1998 through the acquisition of Leading Edge and increased that
presence in 1999 by acquiring Patton Industrial and Building Supply Products.
Patton manufactures a broad line of industrial heating and ventilating products
such as industrial fans, blowers and heaters and building supply products,
including kitchen and bath ventilators, ceiling fans, door chimes and electric
heaters for residential, commercial and light industrial markets.


                                       9


<PAGE>   10

C & M

     C & M engineers, manufactures and installs material handling systems for
the corrugated industry. C & M's primary product is an accumulating belt driven
roller conveyor which includes specialty devices for the transfer of corrugated
product "on" and "off" the conveyor. It also manufactures power transfer cars
that deliver and retrieve product from staging systems for delivery to
converting operations. All systems are specially engineered to the individual
customer's application. C & M has direct regional sales managers throughout the
United States who provide on-site consultation. Foreign accounts are handled
through sales agents who are geographically positioned in the region and
represent other corrugated equipment. ACS and United Pentek are C & M's
principal competitors.

Fenn

     Fenn provides new and overhauled precision-machined critical parts and
assemblies, principally for helicopter rotor and transmission systems. It also
produces metal forming equipment for the ferrous and non-ferrous metal
industries for rolling, shaping, forming, drawing and swaging metal strip, rod,
wire and tube. Fenn's critical parts division sells primarily to the United
States defense sector. Markets for the machinery division are diverse, ranging
from a large number of small customers to large manufacturing companies. Markets
include automotive forging, hand tool, medical, armament, specialty metal and
tube. Fenn has a sales office in the United Kingdom to serve as its European
machinery marketing arm. Competition is highly fragmented and depends on the
specific product line.

TEST INSTRUMENTATION SEGMENT

Test Measurement

     The Company's Test Measurement division consists of Radiodetection and ATP.
Radiodetection specializes in the design, manufacture and sale of products for
the location and maintenance of buried pipes and cables. While portable pipe and
cable locators are Radiodetection's primary products, Radiodetection also has
developed line management systems (LMS) for locating and identifying metallic
sheathed fiber optic cables. LMS products are sold primarily to long distance
telecommunication carriers such as AT&T, MCI and Sprint. Other products include
trenchless products (horizontal boring guidance systems), inspection products
(inspection cameras for pipes and ducts) and power products (test sets for use
in the power industry). Radiodetection expanded its product offerings in 1999 by
acquiring Riser-Bond Instruments and Bicotest Limited, both of which design,
manufacture and sell time domain reflectometers, which are used to find the
"distance to fault" on a metallic cable. Bicotest also manufactures portable
test equipment for the power industry. Radiodetection has a wide customer base
that includes major utility and industrial companies, municipalities and
thousands of independent contractors in over 80 countries throughout the world.
The Company believes that Radiodetection is the market leader in portable
locators in the UK, the United States and Germany. It also opened Radiodetection
China during 1999 as a result of a small acquisition there. Radiodetection's
competitors include Dynatel, Seba, Tektronix, Metrotech, C-Scope, Heath, Fuji
and Takochiho.

     ATP is comprised of three businesses: Amprobe, Promax and TIF Instruments,
which manufacture hand-held devices for testing and measuring electrical
properties, for recovering and handling refrigerants, and for testing for leaks
in refrigeration systems. Primary products include clamp-on ammeters,
multimeters (volt/amp/ohmmeters), circuit tracers, harmonic analyzers,
recorders, leak detectors and refrigerant recovery products. Test Measurement
serves the HVAC/R, electrical, electronic, transportation and automotive
markets. Sales are made through distributors and manufacturer representatives in
the


                                       10

<PAGE>   11

United States and abroad. The Company believes that Amprobe is a market leader
of selected electrical test and measurement products.

     Test Measurement believes that it is one of the largest suppliers of
professional test and service tools for HVAC/R tradesmen. Its competitors are a
mix of large companies such as Greenlee and Yokagawa, medium-sized companies
such as Fluke (division of Danaher) and Robinaire (division of SPX) and small,
privately-held companies such as Wavetek, CPS and Thermoflow.

Advanced Industrial Technologies

     Advanced Industrial Technologies is comprised of four businesses which
primarily serve the transportation and internal combustion markets. Advanced
Assembly Group (AAG) supports the precision assembly and test markets with the
tech-motive tool product line of electronic fastening tools and the GSE torque
and force measurement products for production, test and audit of the assembly
process. In addition, the AAG Systems Group provides solutions for specific
customer applications such as multi-spindle nutrunner fastening systems and ABS
brake system testing. Air Gage Company supplies manufacturers throughout the
world with dimensional inspection gaging systems and calibration and
certification services that satisfy a wide-range of automotive and
non-automotive part inspection requirements. Great Lakes Eglinton manufactures
reference equipment and carbide-based industrial tooling for wear resistance and
dimensional stability (dies for forming cans, extruding dies for wire and
precision plug gage members). GSE Scale Systems provides a broad line of
industrial weighing equipment specializing in programmable controls for
automated processing systems. Its products can be found in applications ranging
from baggage weighing for air transportation to micro-ingredient batching
systems for food processing to heavy truck weighing for land-fill management.
GSE Scale added to its offerings in 1999 with the acquisition of General
Electronic Systems, which designs and manufactures weighing equipment platforms
and parts counters.

     Advanced Industrial Technologies markets its products throughout the world
through a combination of direct sales, distributors and manufacturer
representatives. Principal competitors include Atlas-Copco, Ingersoll Rand,
Marposs, Glastonbury Gage and Oberg Manufacturing.

Lunaire/LDS

     Lunaire manufactures a complete line of environmental test chambers for
simulation and testing, heat processing equipment, and industrial and
pharmaceutical ovens and dryers. Lunaire's principal competitors include Blue-M,
Despatch Industries and Thermotron.

     Management believes that Ling Dynamic Systems (LDS) is an industry leader
in supplying vibration test equipment for a broad array of industries including
aerospace, automotive and electronic, with the express advantage of a strong
European presence. Competitors include Unholtz Dickie and Ling Electronics.
Lunaire and LDS market their products throughout the world through direct sales,
distributors and manufacturer representatives.

Atmospheric Air

     The Company's Atmospheric Air group, consisting of TMI and King, produces
air supply systems to control critical processes such as automotive paint lines
and food and pharmaceutical production. It also manufactures a complete line of
heating, refrigeration and filtration equipment primarily for commercial and
industrial markets. Principal competitors include Gamewell, Engineered Air,
Applied Air, Industrial Air, Webco and Accuaire.


                                       11

<PAGE>   12

BACKLOG

     Backlog (firm orders for products not yet shipped) is one indicator of the
Company's operating condition. However, for most of the Company's businesses,
year-end backlog is not particularly predictive of the following year's
performance because of short lead times and seasonality in those businesses.

     On a consolidated basis, the Company's ongoing businesses booked new work
of $2.2 billion in 1999, representing a 10% increase from 1998's level. Backlog
at the end of 1999 was $373 million, up 8% from $345 million a year earlier.
Substantially all of the 1999 year-end backlog represents bookings for 2000
delivery.

     The following table sets out backlog for the periods indicated:

                                  As of December 31
                                   1999      1998
                                   ----      ----
                                    (in millions)

Flow Technology                    $195      $173
Machinery                            52        52
Specialty Engineered Products        73        71
Test Instrumentation                 53        49
                                   ----      ----
     Total                         $373      $345
                                   ====      ====

SEASONALITY

     Many of the Company's businesses have historically been stronger in the
second, third and fourth quarters than in the first quarter, primarily because
of winter weather conditions impacting the production and sales of their
respective products in the first quarter. Note 15 to the Consolidated Financial
Statements, which is an unaudited summary of quarterly results, at page 44 of
the Company's Annual Report to Shareholders for the year ended December 31,
1999, provides the numerical analysis of the seasonality of the Company's
businesses, and is incorporated herein by this reference.

RAW MATERIALS

     The principal raw material used in the Company's products is steel. Other
significant materials used in the production of the Company's products include
certain electrical and mechanical components. All such materials and components
used are readily available from a number of sources, and the Company is not
dependent on any single supply source.

PATENTS

     The Company possesses rights under a number of patents in the U.S., Canada
and Europe and is involved in various licensing arrangements. Although these
patents and licenses are important to the Company's businesses, the Company does
not believe that any of its business units is dependent on any single patent or
license or any group of patents and licenses.

RESEARCH AND DEVELOPMENT EXPENDITURES

     Many of the Company's businesses are involved in on-going research and
development activities. During 1999, the Company spent approximately $29 million
on these activities.


                                       12



<PAGE>   13

ENVIRONMENTAL EXPENDITURES

     Each of the Company's operating plants from time to time makes changes or
modifications to comply with current United States and other federal, state and
local provisions regulating the discharge of materials into the environment. In
1999, the Company performed a number of environmental audits, conducted seminars
and took other actions necessary to ensure the Company's compliance with
environmental laws, all consistent with its environmental policy. Capital
expenditures for environmental control facilities in 1999 were not material. The
Company believes compliance with environmental protection requirements and its
environmental policy will not have a material adverse effect on the business or
the consolidated financial position of the Company.

EMPLOYEES AND LABOR RELATIONS

     As of March 2000, the Company had approximately 14,000 employees worldwide
at over 90 locations and had 26 collective bargaining agreements covering
approximately 2,200 employees at 28 unionized manufacturing and service
locations. The Company believes its relations with its unions and its employees,
both union and non-union, are satisfactory.

INTERNATIONAL OPERATIONS

     During 1999, 1998 and 1997, approximately 28%, 25% and 23%, respectively,
of the Company's sales were generated by units located outside the United
States, and 33%, 32% and 31%, respectively, of the Company's sales were to
destinations outside the United States. Information concerning the Company's
sales and identifiable assets attributable to each of the Company's geographic
segments is set forth in Note 12 to the Consolidated Financial Statements of the
Company incorporated by reference into this document.

     International operations are necessarily subject to various risks that
differ in certain respects from risks encountered in the United States and
Canada. These different risks, including political pressures, exchange and
currency fluctuations and controls, export controls, tax changes, labor
difficulties, price controls and other governmental actions, are difficult to
appraise.


ITEM 2.  PROPERTIES

         The Company owns and leases plant facilities, offices and warehouses in
various parts of the world. The Company has more than 80 primary operating
locations. Management believes that the Company's properties and equipment are
in good condition, well maintained and suitable for their intended uses. The
location and approximate size of the Company's 15 largest facilities are
included in the table below.


                                       13


<PAGE>   14

                                                                       TOTAL
        LOCATION                          UNIT                      SQUARE FEET
        --------                          ----                      -----------

Boppard, Germany .....................    BOMAG                        645,100
Michigan City, Indiana ...............    Weil-McLain                  535,500
Milan, Tennessee .....................    Door Products                426,000
Bennettsville, South Carolina(1)......    Marley Electric Heating      387,000
Kewanee, Illinois ....................    BOMAG/HYPAC                  299,000
Olathe, Kansas .......................    Marley Cooling Tower         231,700
St. Pauls, North Carolina ............    Mueller Steam                216,000
Louisville, Kentucky .................    Marley Cooling Tower         214,800
Norderstedt, Germany .................    Bran + Luebbe                200,000
Delavan, Wisconsin ...................    Waukesha Cherry-Burrell      197,000
Newington, Connecticut ...............    Fenn Manufacturing           190,000
Jeffersontown, Kentucky ..............    Waukesha Cherry-Burrell      186,000
Davenport, Iowa ......................    Marley Pump                  175,000
Beloit, Kansas .......................    Sunflower                    165,000
Etten Leur, Netherlands ..............    Flair                        156,000

----------
(1)  The Bennettsville, South Carolina facility is leased from The Industrial
     Development Corporation of the City of Bennettsville, South Carolina
     through 2034.

ITEM 3.  LEGAL PROCEEDINGS

     Although the Company and its subsidiaries are parties to a number of
pending legal proceedings seeking damages and other relief, management is of the
opinion, based upon information presently available to it, that it is unlikely
that any liability, to the extent not provided for through insurance or
otherwise, would be material in relation to the Company's consolidated financial
condition.

     The Company has been named along with several other parties in a number of
administrative proceedings maintained by federal and state agencies arising out
of alleged releases or contributions of hazardous substances into the
environment. None of the proceedings is, in the opinion of management, either
individually or viewed in connection with all the proceedings, material to the
business or consolidated financial condition of the Company. The Company has
participated and in the future will participate in the funding of clean up costs
in connection with certain of the proceedings. However, it does not believe that
monetary sanctions in excess of $100,000 will be imposed against it as a result
of any of the proceedings.

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

     No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of 1999.


                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS

     The Company's common shares (hereinafter "Common Shares") are traded on The
Toronto Stock Exchange and the New York Stock Exchange. As of March 14, 2000 the
Company had 1,353 holders of record of its Common Shares. The additional
information called for by this Item appears in the Company's Annual Report to
Shareholders for the year ended December 31, 1999 on page 46 under the heading
"Six-Year Statistical Summary" opposite the captions "Number of common
shareholders" and "Common dividends," and on the inside back cover under the


                                       14

<PAGE>   15

heading "Common Share Market Prices." Such information, limited where applicable
to the years 1998 and 1999, is incorporated herein by this reference.

     It is the Company's policy to review the declaration of dividends on the
Common Shares quarterly. The payment of future dividends will be determined by
the Company's Board of Directors in light of circumstances then existing,
including the Company's earnings, financial requirements and general business
conditions.

     The following is a general summary of the principal tax considerations
under the laws of Canada for owners of Common Shares who hold such shares as
capital property, who are neither resident, nor deemed to be resident, in
Canada, and who neither carry on business, nor are deemed to carry on business,
in Canada.

     Dividends, including stock dividends, paid, or deemed to be paid, on Common
Shares held by nonresidents of Canada are subject to Canadian withholding tax.
Withholding tax is levied at a basic rate of 25%. Depending on the terms of any
applicable tax treaty, the basic 25% rate may be reduced. For residents of the
United States, generally the rate is 15% under the United States/Canada tax
treaty. U.S. resident trusts that are exempt from U.S. tax and are operated
exclusively to provide pension, retirement, or employee benefits, generally are
exempt from Canadian withholding tax.

     No other income or capital gains tax is payable by such owners under the
laws of Canada in respect of Common Shares or the dividends thereon, except on a
capital gain realized on the disposition of Common Shares by a holder, if,
subject to applicable tax treaties, at any time during the period of five years
immediately preceding the disposition of Common Shares by such holder, not less
than 25% of the issued shares of any class of capital stock of the Company were
owned by the nonresident holder and by persons with whom such holder did not
deal at arm's length.

     At present, there are no estate taxes or succession duties imposed by
Canada or any of its provinces.

ITEM 6.  SELECTED FINANCIAL DATA

     The information called for by this Item appears in the Company's Annual
Report to Shareholders for the year ended December 31, 1999 under the heading
"Six-Year Statistical Summary" on page 46 opposite the captions "Operating
Results" - "Sales" and "Income from continuing operations," "Per Common Share
Data" - "Continuing operations" and "Common dividends," and "Financial Condition
and Ratios" - "Total assets" and "Long-term debt (including current portion),"
and in the notes on page 46. Such information, limited where applicable to the
years 1995 through 1999, is incorporated herein by this reference. Also, see
Note 2 appearing in the Notes to Consolidated Financial Statements on page 34 of
the Company's Annual Report to Shareholders for the year ended December 31,
1999, which is incorporated herein by this reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The information called for by this Item appears on pages 23-28 of the
Company's Annual Report to Shareholders for the year ended December 31, 1999 and
is incorporated herein by this reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's exposure to market risks from changes in interest rates
relates primarily to the fair value of its long-term fixed interest rate debt
and the effects that changes in interest rates have on floating rate debt and
short-term investments and cash


                                       15

<PAGE>   16

equivalents. Generally, the fair market value of fixed interest rate debt will
increase as interest rates fall and decrease as interest rates rise. A 50 basis
point increase in interest rates would have a $5.3 million effect on the fair
value of the Company's long-term debt as of December 31, 1999. A 50 basis point
movement in the interest rate on the Company's floating rate debt and short-term
investments and cash equivalents would result in an approximate $2.2 million
annualized increase or decrease in net interest expense and cash flows. The
Company does not trade in derivative financial instruments for trading or
speculative purposes. However, it does enter into a limited range and number of
derivative financial instrument contracts.

     The Company has operations in several foreign countries and conducts
business in numerous foreign currencies. Changes in foreign currency exchange
rates affect the Company's translation of its foreign companies' results into
United States dollars and can impact the transaction costs of specific
transactions denominated in foreign currencies. The Company has a program in
place to manage foreign currency risk and as part of that program enters into a
limited number of foreign currency foreign exchange contracts to hedge
anticipated or specific foreign currency transactions. These foreign exchange
contracts do not subject the Company to market risk due to exchange rate
movement because gains and losses on these contracts offset losses and gains on
the transactions being hedged. The Company has also mitigated its exposure to
changes in foreign currency exchange rates by denominating certain long-term
borrowings in foreign currencies. A 10% change in the value of all foreign
currencies would not have a material effect on the Company's financial position,
liquidity or results of operations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     (a) Financial Statements

         The financial statements listed on the Index to Consolidated Financial
         Statements and Schedule on page 16 of this report are incorporated
         herein by this reference.

     (b) Supplementary Financial Information

         The selected quarterly financial data required by Item 302(a) of
         Regulation S-K appears on page 44 of the Company's Annual Report to
         Shareholders for the year ended December 31, 1999 as Note 15 to the
         Consolidated Financial Statements which is an unaudited summary of
         quarterly results and is incorporated herein by this reference.

     (c) Other Financial Statements and Schedules

         Other financial statements and schedules required under Regulation S-X
         are filed pursuant to Item 14 of this report.

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

     There were no disagreements with accountants on accounting and financial
disclosure.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding reports filed by officers and directors under Section
16(a) of the Securities Exchange Act is not required as a result of the
Company's status as a foreign private issuer.


                                       16

<PAGE>   17

     Set forth below are the names and ages of each person serving as a
director, such person's present principal occupation or employment, the period
during which such person has served as director of the Company, and additional
biographical information.
The directors are elected annually.

<TABLE>
<CAPTION>

NAME, AGE, POSITIONS WITH THE COMPANY AND SIGNIFICANT                                DIRECTOR OF THE
AFFILIATES, PRINCIPAL OCCUPATIONS, AND RECENT BUSINESS EXPERIENCE                     COMPANY SINCE
-----------------------------------------------------------------                    ---------------
<S>                                                                                  <C>

DONALD N. BOYCE (1) (61). Chairman of the Board of IDEX Corporation (a                     1997
diversified manufacturing company), 1988 to present. President and Chief
Executive Officer of IDEX Corporation, 1988 to 1998. Director of IDEX
Corporation and Walter Industries, Inc.

HERMANN BUERGER (2) (56). Executive Vice President of Commerzbank AG                       1997
(international bank), 1989 to present. Director of Security Capital Group
Incorporated and Paging Network, Inc.

JAMES E. COURTNEY (1) (3) (68). Chairman of the Board of First Community Bank of           1989
Southwest Florida (commercial bank), 1998 to present. Chairman of the
Board, First Independence Bank of Fort Myers (commercial bank), 1996-1997.
President of The Mariner Group, Inc. (real estate management and development
company), 1992-1995.

PETER A. CROSSGROVE (1) (63). Chairman of Premdor Inc. (international door                 1993
manufacturing company), 1998 to present. President and Chief Executive
Officer of Southern Africa Minerals Corporation (diamond exploration company),
1994 to present. Chairman and Chief Executive Officer of Brush Creek Corporation
(investment holding company), 1993 to present. Director of Premdor Inc., Dundee
Realty, Inc., Acadia Minerals Corp., Quadra Logic Technologies Inc., Southern
Africa Minerals Corporation, Barrick Gold Corporation, Band-Ore Resources Inc.,
A.M.T. International Mining Corporation, QLT Photo Therapeutics Inc. and Philex
Gold, Inc.

R. STUART DICKSON (2) (4) (70). Chairman of the Executive Committee, Ruddick               1990
Corporation (industrial thread, regional supermarket and venture capital
company), 1994 to present. Director of Textron, Inc., First Union Corporation,
Dimon Incorporated and PCA International, Inc.

JERE A. DRUMMOND (2) (60). Vice Chairman of BellSouth Communications Group                 1999
(telecommunications company), January 1, 2000 to present. Group President and
Chief Executive Officer, BellSouth Communications Group, 1998 to 1999. President
and Chief Executive Officer, BellSouth TeleCommunications, Inc., 1995-1997.
Director of Borg Warner Automotive, Inc.

THE HONORABLE JAMES A. GRANT, P.C., Q.C. (3) (4) (62). Partner of Stikeman                 1989
Elliott (law firm), 1970 to present. Chairman of Executive Committee of
Stikeman Elliott, 1988 to 1999. Director of BioChem Pharma Inc., CAE Industries
Ltd. and Canadian Imperial Bank of Commerce.
</TABLE>


                                       17


<PAGE>   18

<TABLE>
<S>                                                                                  <C>
WILLIAM R. HOLLAND (4)(5) (61). Chairman of the Company and United Dominion                1985
Industries, Inc., 1987 to present. Chief Executive Officer of the Company
and United Dominion Industries, Inc., 1986 to present. Director of The
BFGoodrich Company and Lance, Inc.

RUSSELL C. KING, JR. (2) (65). Retired as of May 20, 1994. President and Chief             1992
Operating Officer of Sonoco Products Company (international manufacturer of
packaging products), 1990-1994. Director of Integrated Business Systems and
Services, Inc.

JOHN T. MAYBERRY (2) (55). President and Chief Executive Officer of Dofasco Inc.           1999
(steel producer), 1993 to present. Director of Dofasco Inc., Decoma
International Inc. and The Bank of Nova Scotia.

DR. HARRY A. NURKIN (3) (56). President and Chief Executive Officer of Carolinas           1999
Healthcare System (integrated healthcare services system), 1983 to present.

DALTON D. RUFFIN (1) (4) (5) (70). Retired as of January 1, 1989. Regional Vice            1974
President of Wachovia Bank & Trust Company, N.A. (commercial bank),
1980-1988.

WILLIAM W. STINSON (4)(5) (66). Retired as of May 1, 1996. Chairman of Canadian            1986
Pacific Limited (transportation, energy and hotel company), 1989-1996.
President and Chief Executive Officer of Canadian Pacific Limited, 1985-1996.
Director of PanCanadian Petroleum Limited, Western Star Ltd., Westshore
Investment Trust, Sun Life Assurance Company of Canada and Massachusetts
Financial Services Company.

GEORGE S. TAYLOR (2) (59). Retired as of December 31, 1995. President and Chief            1995
Executive Officer of John Labatt Limited, 1992-1995. Director of Great
Lakes Power Inc., EdperBrascan Limited, Acanthus Real Estate Corporation and
Teknion Corporation.
</TABLE>

---------
(1)  Member of Compensation & Human Resources Committee.
(2)  Member of Audit & Risk Management Committee.
(3)  Member of Nominating & Corporate Governance Committee.
(4)  Member of Executive Committee.
(5)  Also a member of the board of directors of United Dominion Holdings, Inc.
     and United Dominion Industries, Inc., wholly owned subsidiaries of the
     Company.


                                       18


<PAGE>   19

                        EXECUTIVE OFFICERS OF THE COMPANY

     Set forth below are the names and ages of each Executive Officer of the
Company, such person's position with the Company, and the year in which such
person became an executive officer.

<TABLE>
<CAPTION>
                                                                                  Year Individual
                                                                                     Became An
         Name                  Age           Offices Held                        Executive Officer
         ----                  ---           ------------                        -----------------
<S>                            <C>          <C>                                  <C>
         W. R. Holland.........61           Chairman of the Board                       1977
                                            and Chief Executive
                                            Officer

         G. A. Eisenberg.......38           President and                               1992
                                            Chief Operating Officer

         B. B. Burns, Jr.......51           Executive Vice President and                1989
                                            Chief Administrative Officer

         R. F. Bradbury........54           Senior Vice President;                      1998
                                            President - Specialty Engineered
                                            Products

         J. M. Childress, II...42           Senior Vice President                       1996

         W. Dries..............48           Senior Vice President and                   1990
                                            Chief Financial Officer

         J. M. Gibbs...........47           Senior Vice President;                      1999
                                            President - Flow Technology

         T. J. Verhagen........53           Senior Vice President;                      1993
                                            President - Test Instrumentation

         L. Wahl...............58           Senior Vice President;                      1998
                                            President - Machinery

         J. P. Hassett.........54           Vice President                              1996

         C. T. Leinbach III....47           Vice President and Controller               1999

         R. L. Magee...........42           Vice President, General Counsel             1996
                                            and Secretary

         B. J. Smith...........39           Vice President                              1999

         T. J. Snyder..........49           Vice President and Treasurer                1991

         N. H. Spurlock........51           Vice President                              1999
</TABLE>

     Each executive officer is appointed by the Board of Directors of the
Company and holds office until his successor is appointed or until the earlier
of his death, resignation, or removal by the Board of Directors. All officers
serve United Dominion Holdings, Inc. and United Dominion Industries, Inc.,
wholly-owned subsidiaries of the Company, in identical capacities.


                                       19

<PAGE>   20

WILLIAM R. HOLLAND has been Chairman of the Company since 1987 and Chief
Executive Officer since 1986. Mr. Holland, who joined the Company in 1973,
served as President of the Company from 1985 to 1988.

GLENN A. EISENBERG was named President and Chief Operating Officer of the
Company in December 1999, having served as President of the Company's Test
Instrumentation Segment since September 1998 and Executive Vice President since
January 1998. Mr. Eisenberg served as Chief Financial Officer from July 1995,
and was Senior Vice President from July 1995 until January 1998. Mr. Eisenberg
was Vice President, Planning and Development from 1992 until 1995. Mr. Eisenberg
joined the Company in 1990 as Manager of Treasury Analysis and Services.

B. BERNARD BURNS, JR. was named Executive Vice President in December 1999,
having served as Senior Vice President since 1993. He was President of the
Company's Specialty Engineered Products Segment from September 1998 until
December 1999, President of the Company's Door Products division from 1997 to
1998, and President of the Company's former Building Products segment from 1996
to 1997. Mr. Burns was General Counsel of the Company from 1993 to 1996. Mr.
Burns joined the Company in September 1989 as Vice President and Associate
General Counsel.

RICHARD F. BRADBURY was named President of the Company's Specialty Engineered
Products Segment in December 1999, and remains a Senior Vice President of the
Company, a position he was appointed to in September 1998. Mr. Bradbury had
served as President of Flair Corporation since April 1998. Mr. Bradbury was
President of the Company's Specialty Engineered Products division from 1997 to
1998 and President of Ceco Door Products from 1989 to 1997.

J. MILTON CHILDRESS, II became a Senior Vice President of the Company in
December 1999, having been a Vice President since July 1996. Mr. Childress was
Director of Corporate Development from 1992 and Assistant Vice President from
July 1995. Prior to joining the Company, Mr. Childress worked with Ernst &
Young's Corporate Finance Advisory Group.

WILLIAM DRIES was named Chief Financial Officer in December 1999. Mr. Dries has
served as Senior Vice President of the Company since February 1999. He joined
the Company in 1985 as Manager of Accounting and Auditing, became Director of
that same department in 1986, was appointed Controller in 1988 and a Vice
President in 1990.

JAMES M. GIBBS was named Senior Vice President in February 1999 and has been
President of the Flow Technology Segment since September 1998. Mr. Gibbs was
President of The Marley Company in 1998, President of Marley Pump from 1996 to
1998, and President of Serco from 1994 to 1996. Prior to the Company's
acquisition of Serco in April 1994, Mr. Gibbs was Chairman and Chief Executive
Officer of Serco Corporation.

TIMOTHY J. VERHAGEN was named President of the Company's Test Instrumentation
Segment in December 1999, continuing as Senior Vice President, a position he has
held since January 1998. Mr. Verhagen served as Vice President of the Company
from October 1993 until January 1998. Prior to joining the Company, Mr. Verhagen
was Vice President and Associate General Counsel for The Marley Company in
Mission, Kansas from 1985 to 1993.

LOTHAR WAHL was named President of the Company's Machinery Segment in September
1998 and has been Senior Vice President of the Company since January 1998. Mr.
Wahl has served as President of the Company's Compaction Segment since 1994. Mr.
Wahl joined BOMAG in 1969 and has held various positions since that time,
including Senior Vice President of BOMAG from 1985 until 1993 and Chief
Operating Officer of BOMAG from 1993 until 1994.

JUNE P. HASSETT became a Vice President of the Company in July 1996. She joined
the Company in 1980 as a research tax accountant, was named Manager of Federal
Taxes in 1982, Director of Taxes in 1991, and Assistant Vice President in July
1995.


                                       20

<PAGE>   21

C. THEODORE LEINBACH III was named Controller in December 1999, continuing as a
Vice President of the Company, a position to which he was appointed in February
1999. Mr. Leinbach joined the Company in 1989 as a Manager of Accounting, became
a director of that department in 1992, and an Assistant Vice President in 1996.

RICHARD L. MAGEE became a Vice President of the Company in July 1996 and
Secretary of the Company in July 1997. He was appointed General Counsel in 1998.
Mr. Magee joined the Company in 1989 as Assistant General Counsel and was
appointed Associate General Counsel in 1993 and an Assistant Vice President in
July 1995.

B. J. SMITH became a Vice President of the Company in December 1999, having
joined the Company as Assistant Vice President in November 1998. Prior to
joining the Company, Mr. Smith worked in various human resources positions at
Duke Energy Corporation, a Charlotte-based energy services company, most
recently as senior human resources executive for its engineering services
subsidiary DE&S, Inc.

THOMAS J. SNYDER became a Vice President of the Company in June 1993. Mr. Snyder
has been with the Company since 1977 in various positions within the corporate
treasury department. He was appointed Treasurer of the Company in 1991.

NANCY H. SPURLOCK was appointed Vice President of the Company in December 1999,
having served as Assistant Vice President since August 1998. Ms. Spurlock joined
the Company as Manager of Corporate Communications in October 1993 and has held
various positions in that department during her tenure at the Company.





                                       21

<PAGE>   22

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

     The following table, presented in accordance with the Canada Business
Corporations Act ("CBCA") and the applicable provincial securities legislation
in Canada, sets forth information concerning compensation paid to the Chief
Executive Officer, and each of the other four most highly compensated executive
officers of the Company (the "Named Executive Officers"), for services rendered
to the Company and its subsidiaries during the financial years ended December
31, 1999, 1998 and 1997.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                               ANNUAL COMPENSATION                    LONG-TERM COMPENSATION
                                        ----------------------------------    -------------------------------------
                                                                                        AWARDS              PAYOUTS
                                                                              -------------------------     -------
                                                                   OTHER                                                   ALL
                                                                  ANNUAL      RESTRICTED     SECURITIES       LTIP        OTHER
                                                                  COMPEN-        STOCK       UNDERLYING     PAYOUTS     COMPENSA-
                                        SALARY(1)    BONUS(2)    SATION(3)     AWARDS(4)     OPTIONS(5)       (6)        TION(7)
NAME AND PRINCIPAL POSITION    YEAR        ($)         ($)          ($)           ($)            (#)          ($)          ($)
---------------------------    ----        ---         ---          ---           ---            ---          ---          ---
<S>                            <C>      <C>          <C>         <C>          <C>            <C>            <C>         <C>

W. R. Holland..............    1999      850,000     615,825      126,808       894,160         72,750       536,831       4,322
 Chairman & CEO                1998      850,000     603,202       85,942        38,097         70,000       571,954       4,843
                               1997      805,000     681,040       80,615        85,377           --         656,860       4,250

G. A. Eisenberg............    1999      315,000     117,731       48,810       243,698         15,000       124,168         333
 President & COO               1998      293,750     144,749       28,981        30,652         58,000       100,209         302
                               1997      257,000     100,230       28,285        64,764         20,000        95,468      24,687

B. B. Burns, Jr............    1999      292,000     159,505       36,059       177,699         15,000       103,148         631
 Executive VP                  1998      292,000     162,346       28,295        21,646          7,000       109,267      46,616
                               1997      286,000     130,425       25,422        69,191         22,500        88,745      99,780

J. M. Gibbs................    1999      275,000     118,594       29,758       215,062         15,000        76,812        --
 Senior VP and                 1998      227,333     109,709       18,998        70,088         35,000        94,887        --
 Segment President             1997      209,000      24,210        6,927         6,948          9,000       103,800        --

L. Wahl....................    1999      348,600     325,419        8,328          --           31,875       145,161        --
 Senior VP and                 1998      303,477     210,234        7,661          --           47,500       151,182        --
 Segment President             1997      289,353     162,761        7,510        65,104         12,000       283,067        --
</TABLE>

----------
(1)  Includes amounts voluntarily deferred pursuant to United Dominion
     Industries, Inc.'s Compass Plan (the "401(k) Plan"), a qualified defined
     contribution plan designed to satisfy the provisions of Section 401(k) of
     the United States Internal Revenue Code, and United Dominion Industries,
     Inc.'s Excess Deferred Compensation Plan (the "Excess Plan"), a
     non-qualified deferred compensation plan.

(2)  Bonuses were approved by the Compensation & Human Resources Committee (the
     "Comp Committee") and were paid in February of the following year. See
     "Report of the Compensation & Human Resources Committee on Executive
     Compensation." Amounts shown include amounts deferred pursuant to the
     401(k) Plan and the Excess Plan. Amounts shown include only the cash
     portion of annual bonuses; Common Shares received pursuant to elections to
     receive shares in lieu of cash for a portion of the annual bonus are
     included in the column headed "Restricted Stock Awards." See Note (4)
     below.

(3)  Includes personal use of company airplane, gross-up of taxable use of
     company airplane, insurance on personal automobiles, automobile allowance,
     membership dues, executive tax service, health care benefits and credits,
     parking and matching contributions by the Company under the 401(k) Plan.

(4)  Includes the value of Common Shares issued in lieu of cash compensation
     under the Annual Management Incentive Plan of the Company (the "Annual
     Plan") and the Long-Term Management Performance Incentive Plan of the
     Company (the "Long-Term Plan"). These plans allow participants to elect to
     receive shares in lieu of a portion of cash bonuses, subject to the
     decision of the Comp Committee as to award multiple and eligible bonus
     percentage. The Comp Committee determines the maximum percentage of a
     participant's award that will be eligible for payment in Common Shares and
     an award multiple not to exceed 1.25. Participants in each of these plans
     may elect to receive Common Shares instead of cash, subject to the
     limitations established in the respective plans and by the Comp Committee.
     For awards each year, the Comp Committee approved an award multiple of 1.20
     and allowed participants to elect to receive up to 35% of their incentive
     awards in Common Shares. Amounts shown in the "Bonus" column under "Annual
     Compensation" reflect the actual cash bonus received. Amounts shown in the
     "Restricted Stock Awards" column reflect the value of shares issued in lieu


                                       22

<PAGE>   23

     of the cash bonus award otherwise payable under the Annual Plan (taking
     into account the award multiple). Amounts shown in the column "LTIP
     Payouts" include the cash award and the value of any Common Shares issued
     under the Long-Term Plan (taking into account the award multiple). Also
     includes for Mr. Holland, Mr. Eisenberg, Mr. Burns and Mr. Gibbs, the value
     of restricted share awards received in February 1999.

(5)  Stock options with respect to the indicated number of Common Shares were
     granted by the Comp Committee in February of each year indicated, except
     1998, when options were awarded in February and October, and 1999 for Mr.
     Wahl, when options were also awarded in April.

(6)  Payments were approved by the Comp Committee and made pursuant to the
     Company's Long-Term Plan in February of each year based on performance
     units granted for the three-year period ended December 31 of the prior
     year. Amounts stated include the value of shares received pursuant to the
     plan as a result of elections by participants to receive shares in lieu of
     a portion of the cash bonus due.

(7)  Includes the following: for Mr. Burns (1997 and 1998), relocation
     reimbursements; for Mr. Eisenberg (1997), membership fees and related tax
     gross-up. Also includes imputed income on split dollar life insurance
     policies. Does not include amounts realized upon the exercise of stock
     options (see "Aggregated Option Exercises During the Most Recently
     Completed Financial Year and Financial Year-End Option Values").

STOCK OPTIONS

     The following table shows the stock options granted to the Named Executive
Officers in February and April 1999. These non-qualified stock options become
exercisable in thirds, one-third one year after date of grant, another one-third
two years after date of grant, and the final one-third three years after date of
grant. Options held by persons (including Mr. Holland) who are eligible to
retire under United Dominion Industries, Inc.'s Revised Retirement Plan (age 55
plus not less than five years' service), become exercisable six months after
grant.

                   OPTION GRANTS IN MOST RECENT FINANCIAL YEAR
<TABLE>
<CAPTION>
                                                                                                             POTENTIAL
                                                                                                         REALIZABLE VALUE
                                  INDIVIDUAL GRANTS                                                         AT ASSUMED
                      --------------------------------------       MARKET VALUE                          ANNUAL RATES OF
                                     % OF TOTAL                   OF SECURITIES                            SHARE PRICE
                      NUMBER OF       OPTIONS                       UNDERLYING                           APPRECIATION FOR
                      UNDERLYING     GRANTED TO                      OPTIONS                               OPTION TERM
                       OPTIONS       EMPLOYEES      EXERCISE          ON THE                        -------------------------
                       GRANTED      IN FINANCIAL    PRICE(1)      DATE OF GRANT      EXPIRATION         5%             10%
NAME                     (#)            YEAR        ($CDN/SH)         ($CDN)          DATE(2)         ($CDN)          ($CDN)
----                     ---            ----        ---------         ------          -------         ------          ------
<S>                   <C>           <C>             <C>           <C>                <C>            <C>             <C>

W. R. Holland........   72,750         12.3%          29.80         2,167,950         02/11/09      1,363,000       3,455,000
G. A. Eisenberg......   15,000          2.5%          29.80           447,000         02/11/09        281,000         712,000
B. B. Burns, Jr. ....   15,000          2.5%          29.80           447,000         02/11/09        281,000         712,000
J. M. Gibbs..........   15,000          2.5%          29.80           447,000         02/11/09        281,000         712,000
L. Wahl..............   15,000          2.5%          29.80           447,000         02/11/09        281,000         712,000
L. Wahl..............   16,875          2.9%          32.775          553,078         04/26/09        348,000         881,000
</TABLE>

----------

(1)  The Exercise Price is the fair market value of the Common Shares on the
     grant date, defined to be the average of the previous day's high and low
     board-lot trading prices on the TSE.

(2)  Options expire 10 years after the date of the grant. If an officer retires,
     the 10-year period continues.

     The following table provides information as to options exercised by the
Named Executive Officers in 1999 and the value of options held by such
executives at year-end.


                                       23


<PAGE>   24

  AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
                      AND FINANCIAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
                                                               NUMBER OF SECURITIES                  VALUE OF UNEXERCISED
                                                              UNDERLYING UNEXERCISED                 IN-THE-MONEY OPTIONS
                        SECURITIES       AGGREGATED            OPTIONS AT FY-END(#)                    AT FY-END($)(1)
                        ACQUIRED ON         VALUE         -------------------------------     ---------------------------------
NAME                    EXERCISE(#)    REALIZED($)(1)     EXERCISABLE(2)    UNEXERCISABLE     EXERCISABLE (2)     UNEXERCISABLE
----                    -----------    --------------     --------------    -------------     ---------------     -------------
<S>                     <C>            <C>                <C>               <C>               <C>                 <C>

W. R. Holland........     48,000           267,008           332,750           100,000            251,644               --
G. A. Eisenberg......       --                --             103,200           112,000             72,057               --
B. B. Burns, Jr. ....       --                --             106,333            64,667            242,935               --
J. M. Gibbs..........       --                --              35,333            56,667              4,219               --
L. Wahl..............       --                --              56,366            82,709             10,224               --
</TABLE>
----------
(1)  The values represent the difference between the exercise price of the
     options and the market price of Common Shares on the date of exercise (with
     respect to exercised options) and at year-end (with respect to unexercised
     options).

(2) Exercisability was determined as of March 14, 2000.

LONG-TERM INCENTIVE AWARDS

     The following table contains information regarding Performance Units
awarded to the Named Executive Officers under the Long-Term Plan during the
financial year ended December 31, 1999. The Long-Term Plan provides long-term
cash incentive to focus corporate executives on achieving longer-term
shareholder value. Shareholders approved the Long-Term Plan on April 27, 1999.
Under the Long-Term Plan, participants receive annual grants of participation
units that are payable at the end of three-year performance cycles. Long-Term
incentive plans are also maintained on behalf of the Company's operating units
for their key employees. Mr. Wahl participates in an operating unit plan; the
other Named Executive Officers participate in the Long-Term Plan.

           LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FINANCIAL YEAR
<TABLE>
<CAPTION>
                                                     PERFORMANCE OR               ESTIMATED FUTURE PAYOUTS UNDER
                                  NUMBER OF           OTHER PERIOD                NON-STOCK PRICE-BASED PLANS($)
                                 PERFORMANCE        UNTIL MATURATION        -------------------------------------------
NAME                                UNITS              OR PAYOUT            THRESHOLD          TARGET           MAXIMUM
----                                -----              ---------            ---------          ------           -------
<S>                              <C>                <C>                     <C>                <C>              <C>

W. R. Holland.............          5,950              1999-2001             301,070           595,000            N/A
G. A. Eisenberg...........          1,260              1999-2001              63,756           126,000            N/A
B. B. Burns, Jr...........          1,168              1999-2001              59,100           116,800            N/A
J. M. Gibbs...............          1,100              1999-2001              55,660           110,000            N/A
L. Wahl...................          1,394              1999-2001              70,536           139,400            N/A
</TABLE>

UNITED DOMINION INDUSTRIES, INC. RETIREMENT PLAN

     The executive officers of the Company (other than Mr. Wahl) participate in
the United Dominion Industries, Inc. Revised Retirement Plan (the "United
Dominion Plan"), a qualified defined benefit plan available to all salaried
employees of United Dominion Industries, Inc. The amount payable at age 65 is
0.8% of participant's final average earnings ("FAE"), defined as the annualized
average of the highest consecutive five years of compensation out of the last
ten years of employment, plus 0.6% of the participant's FAE in excess of the
covered compensation (the average of the thirty-five social security wage bases
in effect or projected to be in effect during the thirty-five years prior to the
year during which the participant will reach age 65) multiplied by up to a
maximum of 35 years of service. For each year of service over 35 years, the
retirement benefit is increased by 0.5% of FAE. Compensation covered by the
United Dominion Plan is total cash compensation paid during the plan year,
including bonuses and awards made under the Annual Plan and Long-Term Plan
described above, but excluding directors' fees and non-service related
compensation.


                                       24


<PAGE>   25

     The following table shows estimated annual gross benefits payable from the
United Dominion Plan as a single life annuity upon retirement at age 65 in 1999
for employees in the salary classifications and with the years of service
specified. The amount shown for each category is the total benefit payable under
the United Dominion Plan benefit formula without regard to United States
regulations which limit both the maximum benefit that can be paid from a
qualified defined benefit plan and the amount of salary that can be included in
a qualified plan's salary-based benefit formula. The Company pays the full
amount due pursuant to the United Dominion Plan's benefit formula through a
combination of the qualified defined benefit plan and either a non-qualified
pension restoration plan or the Supplemental Plan described below. The
Supplemental Plan provides additional retirement benefits to certain executives.
See "Other Plans and Agreements."

<TABLE>
<CAPTION>
      AVERAGE CONTINUOUS BEST                                       YEARS OF SERVICE
           FIVE YEARS OF              ----------------------------------------------------------------------------
            COMPENSATION                 15                20               25               30              35
            ------------                 --                --               --               --              --
<S>                                   <C>               <C>              <C>             <C>              <C>

             $  100,000..........      $ 18,030         $ 24,040         $ 30,050        $ 36,060         $ 42,070
                200,000..........        39,030           52,040           65,050          78,060           91,070
                300,000..........        60,030           80,040          100,050         120,060          140,070
                400,000..........        81,030          108,040          135,050         162,060          189,070
                500,000..........       102,030          136,040          170,050         204,060          238,070
                600,000..........       123,030          164,040          205,050         246,060          287,070
                800,000..........       165,030          220,040          275,050         330,060          385,070
              1,000,000..........       207,030          276,040          345,050         414,060          483,070
              1,200,000..........       249,030          332,040          415,050         498,060          581,070
              1,400,000..........       291,030          388,040          485,050         582,060          679,070
              1,600,000..........       333,030          444,040          555,050         666,060          777,070
              1,800,000..........       375,030          500,040          625,050         750,060          875,070
              2,000,000..........       417,030          556,040          695,050         834,060          973,070
</TABLE>

     The Named Executive Officers (other than Mr. Wahl) have the credited years
of service indicated beside each of their names: Mr. Holland -- 27, Mr. Burns --
10, Mr. Eisenberg -- 10, Mr. Gibbs -- 22.

     Mr. Wahl does not participate in the United Dominion Plan; instead, he is
covered by a German pension plan for BOMAG management. The plan is based on his
salary, taking into account social security pension payments and years of
service. The maximum annual amount payable under the BOMAG management plan is
approximately 55% of Mr. Wahl's final salary.

OTHER PLANS AND AGREEMENTS

     The Company provides a Supplemental Executive Retirement Plan (the
"Supplemental Plan") to 12 of its key executives, including the Named Executive
Officers except Mr. Wahl. Under the Supplemental Plan, a fully vested
participant is eligible to receive a target annual benefit at age 62 equal to
60% of Final Average Earnings, reduced by retirement income from the United
Dominion Plan described in the preceding section and Social Security. "Final
Average Earnings" is defined for purposes of the Supplemental Plan as the
average of the highest three years of "Eligible Income" out of the ten years
immediately preceding retirement; Eligible Income includes salary and all
incentive earnings under the Company's established incentive plans. To become
fully vested under the Supplemental Plan a participant must accumulate, or be
granted by the Comp Committee (as in the case of Messrs. Eisenberg and Burns),
fifteen years of service. For purposes of the Supplemental Plan, Mr. Gibbs has
been granted twelve years credit, five for his period of service with United
Dominion and seven for his service with United Dominion's Serco business prior
to its acquisition by United Dominion. Benefit accruals begin after five full
years of service, with one-tenth of the target benefit vesting each year
thereafter. All of the benefits under the Supplemental Plan are paid in a 50%
joint and survivorship annuity for the life of the participant. A participant
may elect to retire at any time after age 55 and receive a benefit, actuarially
reduced, for life.


                                       25

<PAGE>   26

     Pursuant to an agreement between Mr. Holland and the Company dated April
28, 1999, Mr. Holland will be entitled to receive his Supplemental Plan benefit
in a lump sum upon his retirement or other separation from the Company. Also
pursuant to the agreement, the discount computation rate that will be used to
compute the lump sum benefit has been fixed at 5.25% (the 1999 GATT cash lump
sum discount rate used in the United Dominion Plan).

     United Dominion Industries, Inc. has established a "grantor trust" (the
"Trust") for the purpose of providing certain executives (including all of the
Named Executive Officers other than Mr. Wahl) with greater assurances that the
supplemental pension benefits to which such executives may be entitled under the
Supplemental Plan and the change in control agreements described under the
heading "Change in Control Agreements" would be satisfied in the event of a
"change in control" as defined in the Trust (collectively, the "Covered
Benefits"). The Trust is intended to constitute an "unfunded" arrangement.
However, United Dominion Industries, Inc. has deposited into the Trust a letter
of credit in the face amount of approximately $32.8 million, which is equal to
120% of the estimated value of the Covered Benefits that would be payable
assuming a change in control had occurred on January 1, 1999 and all of the
covered executives had terminated employment on that date. The Covered Benefits
are redetermined annually as of January 1 of each year. To the extent the
aggregate value of the Covered Benefits increases, additional contributions (in
the form of letters of credit or otherwise) are required to be made to maintain
the assets of the Trust at a level equal to 120% of the estimated benefit
values. Upon the occurrence of a change in control, United Dominion Industries,
Inc. is required to make additional contributions to the Trust in cash so that
the aggregate amount of the assets held by the Trust equals 120% of the Covered
Benefits determined as of the date such change occurs. The letter(s) of credit
would be drawn upon to the extent any supplemental pension benefits which become
payable under the Supplemental Plan or the change in control agreements are not
otherwise paid by United Dominion Industries, Inc. The assets of the Trust are
subject to the claims of the creditors of United Dominion Industries, Inc. in
the event United Dominion Industries, Inc. becomes "Insolvent" as defined in the
Trust.

     The Company also provides several other supplemental executive benefit
plans to the Named Executive Officers, including split-dollar life insurance and
long-term disability insurance. The life insurance plan provides participants a
death benefit equal to one hundred percent of their current salary and prior
year's incentive bonus. The supplemental long-term disability plan provides a
make-up benefit to ensure that participants receive a disability benefit at
least equal to 60% of eligible total compensation when combined with the
Company's group long-term disability benefit plan.

CHANGE IN CONTROL AGREEMENTS

     United Dominion Industries, Inc. has agreements with fifteen of its key
employees, including each of the Named Executive Officers except Mr. Wahl,
providing for protection in the event of a change in control of the Company. In
general, the agreements provide for (a) a lump-sum severance payment by United
Dominion Industries, Inc. to the employee equal to the amount of base salary
that the employee would have earned had he continued to be employed until the
earlier of (i) the end of the thirty-six month period following the date of
termination or (ii) the attainment of normal retirement age, assuming the
employee's salary rate would be equal to his highest monthly rate during the
thirty-six month period preceding termination, (b) amounts in lieu of continued
participation in incentive compensation and stock option plans based on
assumptions concerning the Company's results for the thirty-six month period
following termination and the employee's continued participation for the period,
(c) insurance and other benefits for the thirty-six month period after
termination (to the extent the employee does not receive comparable benefits
during the period), and (d) supplemental pension benefits, if the Company
experiences a change in control and the employee is terminated for reasons other
than death, disability, retirement or cause, or terminates his employment for
reasons relating


                                       26

<PAGE>   27

to a change in, among other things, his compensation, duties, benefits or
location. These agreements are designed to provide the benefits the employee
would have received had he continued working for United Dominion Industries,
Inc. for three additional years.

     The amount to be paid is not subject to reduction for compensation earned
from subsequent employment or from subsequent pension benefits. The agreements
provide for a "gross-up" of the awards to reimburse participants for any excise
tax payable on account of any "excess parachute payment" under United States
Internal Revenue Code Section 280(G).

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN PERSONS

     The directors and officers of the Company believe that, as of March 14,
2000, the following persons beneficially owned, directly or indirectly, or
exercised control or direction over, Common Shares carrying more than 5% of the
votes attached to the Common Shares:

<TABLE>
<CAPTION>
                                                                                       PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER                  NUMBER OF COMMON SHARES          OUTSTANDING
------------------------------------                  -----------------------          -----------
<S>                                                   <C>                              <C>

Ontario Teachers' Pension Plan Board (1).............       4,679,031                     12.0%
  5650 Yonge Street, 5th Floor
  Toronto, Ontario  M2M 4H5

TAL Global Asset Management Inc. (2).................       3,475,016                      8.9%
  1000 de la Gauchetiere West, Suite 3100
  Montreal, Quebec H3B 4W5

Mackenzie Financial Corporation (3)..................       3,067,400                      7.8%
  150 Bloor Street West, Suite M111
  Toronto, Ontario M5S 3B5

The Prudential Insurance Company of America (4)......       2,058,500                      5.3%
  751 Broad Street
  Newark, New Jersey  07102-3777
</TABLE>

------
(1)  Ontario Teachers' Pension Plan Board ("Ontario Teachers") provides pension
     services to active and retired teachers and is the largest single invested
     pension plan in Canada. As of March 14, 2000, according to a Schedule 13D/A
     filed with the Company and the United States Securities and Exchange
     Commission on March 15, 2000, Ontario Teachers had sole dispositive and
     voting power in respect of the number of Common Shares shown.

(2)  On February 12, 2000, TAL Global Asset Management Inc. ("TAL"), filed a
     report on Schedule 13G indicating that, in its capacity as a registered
     investment advisor and in the ordinary course of its business, it has sole
     dispositive power over the referenced number of Common Shares and sole
     voting power over 181,497 Common Shares. TAL manages common stock and bond
     portfolios for mutual funds and institutional and private investors.
     According to T.A.L., none of the several accounts that it manages has an
     interest in more than 5% of the Common Shares.

(3)  On February 14, 2000, Mackenzie Financial Corporation filed a report on
     Schedule 13G in its capacity as an investment advisor indicating that
     several accounts it manages have the right to receive dividends and
     proceeds from the sale of the referenced number of Common Shares.
     Mackenzie, a registered investment adviser, indicated that none of these
     accounts individually owns more than 5% of the Common Shares.

(4)  The Prudential Insurance Company of America informed the Company in March
     2000 that, at the end of February 2000, it had direct or indirect voting
     and/or investment discretion over the referenced number of Common Shares,
     which are held for the benefit of its clients. Prudential is a Newark, New
     Jersey based insurance company and a registered investment adviser.

The directors and officers of the Company are not aware of any other person who
beneficially owns, directly or indirectly, or exercises control or direction
over, 5% or more of the Common Shares.



                                       27


<PAGE>   28

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

     The following table presents the number of equity securities of the Company
beneficially owned, directly or indirectly, or controlled or directed by, its
directors, nominees and executive officers (with sole voting and investment
power, except as otherwise indicated) as of March 14, 2000. Beneficial ownership
has been determined in accordance with subsection 2(1) of the CBCA and Rule
13d-3 under the United States Securities Exchange Act of 1934, as amended.

<TABLE>
<CAPTION>
                                                                                      TOTAL SHARES
                                       NUMBER OF              OPTIONS PRESENTLY       BENEFICIALLY        PERCENT OF
NAME OF BENEFICIAL OWNER               SHARES(A)                 EXERCISABLE              OWNED             CLASS
------------------------               ---------                 -----------              -----             -----
<S>                                    <C>                     <C>                    <C>                 <C>

Donald N. Boyce.......................    1,000                      7,000                 8,000              (b)
Hermann Buerger.......................    2,000                      7,000                 9,000              (b)
James E. Courtney.....................    1,535                     13,000                14,535              (b)
Peter A. Crossgrove...................    5,000                     12,000                17,000              (b)
R. Stuart Dickson.....................    1,790                     14,000                15,790              (b)
Jere A. Drummond......................        0                          0                     0              (b)
James A. Grant........................    1,000                     14,000                15,000              (b)
William R. Holland....................  253,041(c)(d)              332,750               585,791             1.5%
Russell C. King, Jr...................    5,000                      9,000                14,000              (b)
John T. Mayberry......................    1,000                          0                 1,000              (b)
Harry A. Nurkin.......................    1,000                          0                 1,000              (b)
Dalton D. Ruffin......................    6,757                     14,000                20,757              (b)
William W. Stinson.....................  15,042                     19,000                34,042              (b)
George S. Taylor.......................  11,000                     10,000                21,000              (b)
All directors and executive
  officers as a group
  (28 persons)......................... 424,901(c)(d)              993,422              1,418,323            3.5%
</TABLE>
----------

(a)  Shares listed are Common Shares actually owned beneficially, not including
     presently exercisable options.

(b)  Less than 1% of the outstanding Common Shares.

(c)  Includes, for Mr. Holland, 88,626 restricted Common Shares, and for all
     directors and executive officers as a group, 154,691 restricted Common
     Shares.

(d)  Does not include Common Shares held in United Dominion Industries, Inc.'s
     Compass Plan, a qualified defined contribution plan designed to satisfy the
     provisions of Section 401(k) of the United States Internal Revenue Code,
     which permits investment of employee accounts in a pooled fund invested
     principally in Common Shares and maintained for the plan by its plan
     administrator.

     The following table shows the fees payable to directors of the Company.
Directors who also serve as executive officers of the Company are not separately
compensated for serving as directors. Directors are also paid their
out-of-pocket expenses for attending each meeting of the Board of Directors of
the Company and its committees.

SCHEDULE OF BOARD AND COMMITTEE FEES

          Board of Directors
               Annual Retainer.................................     $30,000
               Fee per Meeting.................................       1,200
          Executive Committee
               Annual Retainer.................................       4,500
          Compensation & Human Resources Committee
               Annual Retainer.................................       4,000
               Fee per Meeting.................................       1,200
          Audit & Risk Management Committee
               Annual Retainer.................................       4,000
               Fee per Meeting.................................       1,200
          Nominating & Corporate Governance Committee
               Annual Retainer.................................       4,000
               Fee per Meeting.................................       1,200

     In the most recently completed financial year, the Company paid fees in the
aggregate amount of U.S. $642,775 to thirteen directors. In 1999, ten directors
were each granted options to purchase 2,000 Common Shares pursuant to the
Company's non-qualified Stock Option and Restricted Stock Plan.


                                       28

<PAGE>   29

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

     The Company and its directors and officers are covered under a directors'
and officers' liability insurance policy maintained by the Company that has
aggregate coverage limits of $100,000,000. This policy includes a per-loss
deductible of $250,000 with regard to claims against the Company, but no
deductible with regard to claims against individual directors and officers. The
premium paid by the Company in 1999 was $273,750 in respect of its officers and
directors as a group. The Company paid all of the premiums.

CERTAIN BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS

     The Honorable James A. Grant, P.C., Q.C., a director of the Company (and a
nominee for re-election), is a partner in the law firm Stikeman Elliott, which
provides certain legal services to the Company.

     Mr. William W. Stinson, a director of the Company (and a nominee for
re-election) entered into a management consulting agreement with the Company
effective January 1, 1998. That agreement was renewed for successive additional
one-year terms effective January 1, 1999 and January 1, 2000. Mr. Stinson was
paid $150,000 during 1999 and will be paid $150,000 during 2000 pursuant to the
agreement.


                                     PART IV

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

     (a) Documents filed as part of this report:

         1.   Financial Statements

               The Index to Consolidated Financial Statements and Schedule on
         page 32 of this report is incorporated herein by this reference.

         2.   Financial Statement Schedules

              The portion of the Index to Consolidated Financial Statements and
         Schedule under the caption "Consolidated Financial Statement Schedule"
         on page 32 of this report is incorporated herein by this reference.

         3.   Exhibits

              The list of the Exhibits contained in the Exhibit Index on pages
         36-38 of this report is incorporated herein by this reference. The
         Company is a foreign private issuer and accordingly has not included
         financial data schedules.

     (b) Reports on Form 8-K:

         The Company filed no reports on Form 8-K during the fourth quarter of
1999.


                                       29


<PAGE>   30

                                   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, on the 28th day of
March, 1999.


                                        UNITED DOMINION INDUSTRIES LIMITED


                                        By:      /s/ W. R. Holland
                                             ----------------------------------
                                             W. R. Holland
                                             Chairman of the Board and
                                             Chief Executive Officer

                                        By:      /s/ R. L. Magee
                                             ----------------------------------
                                             R. L. Magee
                                             Vice President and Secretary

     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 capacity and on the date indicated.

           Signature                        Title                   Date
           ---------                        -----                   ----

  /s/ W. R. Holland              Chairman of the Board,        March 28, 2000
------------------------------   Chief Executive Officer
  W. R. Holland                  and Director


  /s/ G. A. Eisenberg            President and                 March 28, 2000
------------------------------   Chief Operating Officer
   G. A. Eisenberg


  /s/ W. Dries                   Senior Vice President and     March 28, 2000
------------------------------   Chief Financial Officer
  W. Dries


  /s/ C. T. Leinbach III         Vice President and            March 28, 2000
------------------------------   Controller
  C. T. Leinbach III


  /s/ D. N. Boyce            *    Director                     March 28, 2000
------------------------------
  D. N. Boyce


  /s/ H. Buerger             *    Director                     March 28, 2000
------------------------------
  H. Buerger


  /s/ J. E. Courtney         *    Director                     March 28, 2000
------------------------------
  J. E. Courtney


  /s/ P. A. Crossgrove       *    Director                     March 28, 2000
------------------------------
  P. A. Crossgrove


                                       30


<PAGE>   31

  /s/ R. S. Dickson          *    Director                     March 28, 2000
------------------------------
  R. S. Dickson


  /s/ J. A. Drummond         *    Director                     March 28, 2000
------------------------------
  J. A. Drummond


  /s/ J. A. Grant            *    Director                     March 28, 2000
------------------------------
  J. A. Grant


  /s/ R. C. King, Jr.        *    Director                     March 28, 2000
------------------------------
  R. C. King, Jr.


  /s/ J. T. Mayberry         *    Director                     March 28, 2000
------------------------------
  J. T. Mayberry


  /s/ H. A. Nurkin           *    Director                     March 28, 2000
------------------------------
  H. A. Nurkin


  /s/ D. D. Ruffin           *    Director                     March 28, 2000
------------------------------
  D. D. Ruffin


  /s/ W. W. Stinson          *    Director                     March 28, 2000
------------------------------
   W. W. Stinson


  /s/ G. S. Taylor           *    Director                     March 28, 2000
------------------------------
  G. S. Taylor

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

* By R. L. Magee, Attorney-in-Fact, pursuant to Powers of Attorney filed as
  Exhibits hereto.



                                       31

<PAGE>   32

        United Dominion Industries Limited and Consolidated Subsidiaries
             Index to Consolidated Financial Statements and Schedule

                                                                         Page
                                                                         ----
Consolidated Financial Statements

Consolidated Statements of Financial Position as of
  December 31, 1999 and 1998.........................................      *

Consolidated Statements of Income for the years
  ended December 31, 1999, 1998 and 1997.............................      *

Consolidated Statements of Changes in Shareholders' Equity for
  the years ended December 31, 1999, 1998 and 1997...................      *

Consolidated Statements of Cash Flows for the
  years ended December 31, 1999, 1998 and 1997.......................      *

Notes to Consolidated Financial Statements...........................      *

Auditors' Report.....................................................      *

Auditors' Report.....................................................     33

Consent of Chartered Accountants.....................................     34

Consolidated Financial Statement Schedule for the
  years ended December 31, 1999, 1998 and 1997

Schedule II - Allowance for Doubtful Accounts........................     35

     Schedules not included have been omitted because the required information
is not present in amounts sufficient to require submission of the schedules, or
because the information required is included in the Consolidated Financial
Statements or the Notes thereto.


* Incorporated herein by reference to pages 32-45 of the Company's 1999 Annual
  Report to Shareholders.



                                       32


<PAGE>   33

                          INDEPENDENT AUDITORS' REPORT



The Shareholders
United Dominion Industries Limited:


Under date of January 28, 2000, we reported on the consolidated statements of
financial position of United Dominion Industries Limited as at December 31, 1999
and 1998, and the related consolidated statements of income, cash flows and
changes in shareholders' equity for each of the years in the three-year period
ended December 31, 1999, as contained in the 1999 annual report to shareholders.
These consolidated financial statements and our report thereon are incorporated
by reference in the annual report on Form 10-K for the year 1999. In connection
with our audits of the aforementioned consolidated financial statements, we have
audited the related financial statement schedule in the accompanying Index to
Consolidated Financial Statements and Schedule as of and for the years ended
December 31, 1999, 1998 and 1997. The financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.




                                                KPMG LLP
                                                Chartered Accountants




Toronto, Canada
January 28, 2000



                                       33


<PAGE>   34

                          INDEPENDENT AUDITORS' CONSENT



The Shareholders
United Dominion Industries Limited:


We consent to incorporation by reference in Registration Statements Nos.
33-46701, 2-92247, 33-65044, 33-97696, 333-1824 and 333-8230 of United Dominion
Industries Limited on Forms S-8 and Registration Statement No. 333-94847 of
United Dominion Industries Limited, United Dominion Holdings, Inc. and United
Dominion Industries, Inc. on Form F-3 of our reports dated January 28, 2000,
relating to the consolidated statements of financial position of United Dominion
Industries Limited as at December 31, 1999 and 1998 and the related consolidated
statements of income, cash flows and changes in shareholders' equity and the
related financial statement schedule for each of the years in the three-year
period ended December 31, 1999, which reports appear in or are incorporated by
reference in the December 31, 1999 annual report on Form 10-K of United Dominion
Industries Limited.




                                                KPMG LLP
                                                Chartered Accountants




Toronto, Canada
March 29, 2000



                                       34

<PAGE>   35

                       UNITED DOMINION INDUSTRIES LIMITED

                  SCHEDULE II - ALLOWANCE FOR DOUBTFUL ACCOUNTS

                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

<TABLE>
<CAPTION>
                                    Balance,      Additions                                     Balance,
                                   beginning      charged to     Write-off of                    end of
Description                          of year       income        receivables      Other (1)       year
-----------                         ---------     ----------     ------------     ---------     --------
<S>                                <C>            <C>            <C>              <C>           <C>

1999:

Reserve deducted from assets:
 Allowance for doubtful
 accounts..................         $10,725        $ 2,306         $ (2,450)       $ (935)      $ 9,646
                                    =======        =======         ========        ======       =======

1998:

Reserve deducted from assets:
 Allowance for doubtful
 accounts..................         $10,114        $ 1,991         $ (1,358)       $   22       $10,725
                                    =======        =======         ========        ======       =======

1997:

Reserve deducted from assets:
 Allowance for doubtful
 accounts..................         $ 9,919        $ 4,104         $ (3,156)       $ (753)      $10,114
                                    =======        =======         ========        ======       =======
</TABLE>


(1)  In 1997, relates primarily to the sale of Varco-Pruden, Windsor Door and
     Centria partially offset by the acquisition of Core Industries.



                                       35


<PAGE>   36

                                 EXHIBIT INDEX**


   Exhibit
   Number
   -------

     3.1       o    The Company's Charter as amended (Exhibit 3.1 to
                    Registrant's Form 10-K filed March 29, 1991)

     3.2       o    The Company's Bylaws as amended (Exhibit 3.2 to Registrant's
                    Form 10-K filed March 29, 1995)

     4.1       o    Description of Registrant's Securities (See Registrant's
                    Form 8-K filed May 9, 1996)

   *10.1       o    Amended and Restated United Dominion Industries, Inc.
                    Corporate Annual Incentive Compensation Plan, as approved by
                    shareholders on April 27, 1999

   *10.1(a)    o    Amended and Restated United Dominion Industries, Inc.
                    Operating Unit Annual Incentive Compensation Plan

    10.2       o    $450,000,000 Second Amendment and Restatement of the Credit
                    Agreement and Guaranty dated as of July 28, 1997 among
                    United Dominion Industries Limited, United Dominion
                    Industries, Inc. and United Dominion Holdings, Inc., as
                    obligors, Royal Bank of Canada, as agent bank, and the bank
                    group named therein (Exhibit 10.2 to Registrant's Form 10-K
                    filed March 26, 1998)

    10.3       o    United Dominion Industries, Inc. Compass Plan (Exhibit 4 to
                    Registrant's Form S-8 filed October 3, 1995)

   *10.4       o    United Dominion Industries, Inc. Supplemental Executive
                    Retirement Plan (as amended and restated effective
                    January 1, 1999)

   *10.5       o    Form of United Dominion 1999 Change of Control Agreement
                    with certain executive officers dated on or about
                    March 1, 1999

   *10.6       o    United Dominion Industries Limited 1999 Stock Option and
                    Restricted Stock Plan, as approved by shareholders on
                    April 27, 1999

   *10.7       o    Amended and Restated United Dominion Industries, Inc.
                    Long-Term Performance Incentive Plan as approved by
                    shareholders on April 27, 1999

   *10.7(a)    o    Amended and Restated United Dominion Industries, Inc.
                    Operating Unit Long-Term Performance Incentive Plan

    10.8       o    United Dominion Industries Restoration Plan for the
                    Salaried Defined Benefit Retirement Plans of United
                    Dominion Industries, Inc. (Exhibit 10.8 to Registrant's
                    Form 10-K filed March 29, 1996)

    10.9       o    Form of Executive Life Insurance Agreement for executive
                    officers of United Dominion Industries, Inc. (Exhibit 10.9
                    to Registrant's Form 10-K filed March 29, 1996)

    10.10      o    Statements of Policy Cost and Benefit Information for split
                    dollar life insurance policies on the life of W. R. Holland
                    (Exhibit 10.10 to Registrant's Form 10-K filed
                    March 29, 1996)



                                       36

<PAGE>   37


    10.11      o    Note Agreement dated September 21, 1992 between the Company,
                    as Issuer, United Dominion Industries, Inc., as Guarantor,
                    and the several United States insurance companies party
                    thereto, in connection with the Company's issuance of
                    U.S. $75 million 8.25% Senior Notes due 2002 (Exhibit 10.9
                    to Registrant's Form 10-K filed March 27, 1993)

    10.12      o    Note Agreement dated December 21, 1993 between United
                    Dominion Industries, Inc., as Issuer, the Registrant, as
                    Guarantor, and the several United States insurance companies
                    party thereto, in connection with the issuance by United
                    Dominion Industries, Inc. of U.S. $117 million 6.80% Senior
                    Notes due 2002 (Exhibit 10.15 to Registrant's Form 10-K
                    filed March 28, 1994)

    10.13      o    Note Purchase and Private Shelf Facility dated June 25, 1995
                    between United Dominion Industries, Inc., as Issuer, the
                    Registrant, as Guarantor, and the Prudential Insurance
                    Company of America in connection with the issuance by United
                    Dominion Industries, Inc. of U.S. $50 million 7.67% Senior
                    Series A Notes due 2007 and the possible issuance of up to
                    U.S. $50 million of additional Senior Notes (Exhibit 10.13
                    to Registrant's Form 10-K filed March 29, 1996)

    10.14      o    Amended and Restated Receivables Sale Agreement dated as of
                    January 31, 1995 among United Dominion Industries, Inc., as
                    Seller and Collection Agent, Asset Securitization
                    Cooperative Corporation, as Purchaser, and Canadian Imperial
                    Bank of Commerce, as Servicing Agent, in connection with
                    United Dominion Industries, Inc.'s $115 million facility for
                    the on-going sale and collection of trade receivables of
                    certain of its business units (Exhibit 10.10 to Registrant's
                    Form 10-K filed March 29, 1995)

    10.16      o    Summary of Terms relating to the consulting arrangements
                    between William W. Stinson and the Registrant (Exhibit 10.16
                    to Registrant's Form 10-K filed March 26, 1998)

    10.17      o    Letter Agreement dated February 16, 1996 between William R.
                    Holland and the Registrant granting Mr. Holland restricted
                    common shares (Exhibit 10.17 to Registrant's Form 10-K
                    filed March 26, 1998)

   *10.18      o    Letter Agreement dated April 28, 1999 between William R.
                    Holland and the Registrant relating to the application to
                    Mr. Holland of the Registrant's Supplemental Executive
                    Retirement Plan

   *10.18 (a)  o    Letter Agreement dated November 30, 1999 between William R.
                    Holland and the Registrant relating to the application to
                    Mr. Holland of the Registrant's Supplemental Executive
                    Retirement Plan

    10.19      o    Note Purchase Agreement dated as of May 1, 1998 among
                    United Dominion Industries, Inc., as Issuer, United
                    Dominion Holdings, Inc. and the Registrant, as Guarantors,
                    and the several United States insurance companies party
                    thereto, in connection with the Company's issuance of
                    U.S. $110 million 6.64% Senior Notes, Series 1998-A due
                    2008 (Exhibit 10.19 to Registrant's Form 10-K filed
                    March 26, 1999)

   *13         o    Portions of the Company's Annual Report to Shareholders for
                    the year ended December 31, 1999 that are expressly
                    incorporated by reference into this Form 10-K

   *21         o    Subsidiaries of United Dominion Industries Limited

   *24(a)      o    Power of Attorney of D. N. Boyce dated February 11, 2000

   *24(b)      o    Power of Attorney of H. Buerger dated February 11, 2000


                                       37

<PAGE>   38

   *24(c)      o    Power of Attorney of J. E. Courtney dated February 11, 2000

   *24(d)      o    Power of Attorney of P. A. Crossgrove dated February 11,
                    2000

   *24(e)      o    Power of Attorney of R. S. Dickson dated February 11, 2000

   *24(f)      o    Power of Attorney of J. A. Drummond dated February 11, 2000

   *24(g)      o    Power of Attorney of J. A. Grant dated February 11, 2000

   *24(h)      o    Power of Attorney of R. C. King, Jr. dated February 11, 2000

   *24(i)      o    Power of Attorney of J. T. Mayberry dated February 11, 2000

   *24(j)      o    Power of Attorney of H. A. Nurkin dated February 11, 2000

   *24(k)      o    Power of Attorney of D. D. Ruffin dated February 11, 2000

   *24(l)      o    Power of Attorney of W. W. Stinson dated February 11, 2000

   *24(m)      o    Power of Attorney of G. S. Taylor dated February 11, 2000

   *99         o    Management Proxy Circular/Proxy Statement dated March 22,
                    2000 in connection with the Annual and Special Meeting of
                    Shareholders of United Dominion Industries Limited to be
                    held on April 25, 2000



*    Included herewith. The exhibits not so included are incorporated herein by
     reference to the exhibits to the prior filings indicated in parentheses.
     Each included exhibit is to be deemed "filed" herewith except Exhibit 99,
     the Company's Management Proxy Circular/Proxy Statement dated March 22,
     2000, which is furnished herewith for information purposes and not deemed
     "filed".

**   The Company is a foreign private issuer and accordingly has not included
     financial data schedules.



                                       38

<PAGE>   39

                  EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS


o    Amended and Restated United Dominion Industries, Inc. Corporate Annual
     Incentive Compensation Plan, as approved by shareholders on April 27, 1999
     (Exhibit 10.1 to this Form 10-K)

o    Amended and Restated United Dominion Industries, Inc. Operating Unit Annual
     Incentive Compensation Plan (Exhibit 10.1(a) to this Form 10-K)

o    United Dominion Industries, Inc. Compass Plan effective January 1, 1995
     (Exhibit 4 to Registrant's Form S-8 filed October 3, 1995)

o    United Dominion Industries, Inc. Supplemental Executive Retirement Plan as
     amended and restated effective January 1, 1999 (Exhibit 10.4 to this Form
     10-K)

o    Form of United Dominion 1999 Change in Control Agreement effective March 1,
     1999 (Exhibit 10.5 to this Form 10-K)

o    United Dominion Industries Limited Stock Option and Restricted Stock Plan
     (Revised and Restated), as approved by shareholders on April 27, 1999
     (Exhibit 10.6 to this Form 10-K)

o    Amended and Restated United Dominion Industries, Inc. Long-Term Performance
     Incentive Plan, as approved by shareholders on April 27, 1999 (Exhibit 10.7
     to this Form 10-K)

o    Amended and Restated United Dominion Industries, Inc. Operating Unit
     Long-Term Performance Incentive Plan (Exhibit 10.7(a) to this Form 10-K)

o    United Dominion Industries Restoration Plan for the Salaried Defined
     Benefit Retirement Plans of United Dominion Industries, Inc. effective
     January 1, 1995 (Exhibit 10.8 to Registrant's Form 10-K filed March 29,
     1996)

o    Form of Executive Life Insurance Agreement for executive officers of United
     Dominion Industries, Inc. (Exhibit 10.9 to Registrant's Form 10-K filed
     March 29, 1996)

o    Statements of Policy Cost and Benefit Information for split dollar life
     insurance policies on the life of W. R. Holland (Exhibit 10.10 to
     Registrant's Form 10-K filed March 29, 1996)

o    Letter Agreement dated February 16, 1996 between William R. Holland and the
     Registrant (Exhibit 10.17 to Registrant's Form 10-K filed March 26, 1998)

o    Letter Agreement dated April 28, 1999 between William R. Holland and the
     Registrant relating to the application to Mr. Holland of the Registrant's
     Supplemental Executive Retirement Plan (Exhibit 10.18 to this Form 10-K)

o    Letter Agreement dated November 30, 1999 between William R. Holland and the
     Registrant relating to the application to Mr. Holland of the Registrant's
     Supplemental Executive Retirement Plan (Exhibit 10.18(a) to this Form 10-K)




                                       39