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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the fiscal year ended March 31, 2000

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period from ____________ to ____________

                         Commission File Number 1-11907

                          COINMACH LAUNDRY CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                             11-3258015
       (State of incorporation)        (I.R.S. Employer Identification No.)

                 55 LUMBER ROAD, ROSLYN, NEW YORK            11576
               (Address of principal executive offices)    (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 484-2300

        SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE

               SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:

                      CLASS A COMMON STOCK, $.01 PAR VALUE
                                (Title of Class)

        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  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.   Yes [X]  No [ ]

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.  [ ]

        As of June 28, 2000, the registrant had outstanding 13,184,419 shares of
Class A common  stock,  par value $.01 per share (the  "Common  Stock"),  and no
shares  of  non-voting  Class B common  stock,  par value  $.01 per  share  (the
"Non-Voting Common Stock").

        The aggregate market value of Common Stock held by  non-affiliates as of
June 28, 2000 was  approximately  $53,963,845,  based upon the closing price per
share of the Common Stock as reported on The Nasdaq National Market on the close
of business on such date. Shares of Common Stock held by each executive officer,
director,  beneficial owner of more than 5% of the outstanding  Common Stock and
each stockholder  party to that certain Voting  Agreement,  dated July 23, 1996,
have been  excluded in that such  persons  may under  certain  circumstances  be
deemed to be affiliates.  This  determination  is made only for purposes of this
report and does not represent an admission by either the  registrant or any such
person as to the status of such person.

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                                     PART I

ITEM 1.  BUSINESS.

         UNLESS OTHERWISE  EXPRESSLY  INDICATED HEREIN,  THE DESCRIPTIONS OF THE
COMPANY CONTAINED HEREIN ARE AS OF MARCH 31, 2000.

DESCRIPTION OF THE BUSINESS

GENERAL

        Coinmach Laundry Corporation, a Delaware corporation ("Coinmach Laundry"
or the "Registrant"),  through its wholly-owned subsidiaries (collectively,  the
"Company"), is the leading supplier of outsourced laundry equipment services for
multi-family  housing  properties in the United  States.  At March 31, 2000, the
Company owned and operated  approximately  790,000 washers and dryers (sometimes
hereinafter  referred to as "laundry  machine" or "machines")  in  approximately
79,000  locations  on routes  located  throughout  the United  States and in 184
retail laundromats  located throughout Texas and Arizona.  The Company,  through
its wholly-owned subsidiary, Super Laundry Equipment Corp. ("Super Laundry"), is
also a laundromat equipment distribution company.

OVERVIEW

        The outsourced  laundry equipment  services industry provides washer and
dryer services to individuals  living in multi-family  housing  properties.  The
Company's core business  involves leasing laundry rooms from building owners and
property  management  companies,  installing and servicing the laundry equipment
and collecting  revenues generated from laundry machines.  The Company typically
sets  pricing  for the use of laundry  machines  on  location,  and the owner or
property  manager  maintains  the premises and provides  utilities  such as gas,
electricity and water.

        The Company's  existing customer base for its core business is comprised
of landlords,  property  management  companies,  and owners of rental  apartment
buildings,  condominiums and cooperatives,  university and institutional housing
and other multi-family  housing properties.  Management  believes,  based on its
knowledge  of the  industry,  that  the  Company  is  the  largest  supplier  of
outsourced  laundry  equipment  services  for  multi-family  housing  properties
throughout the United States.

        As a result of its strategy to acquire route  operators that  contribute
to the Company's core operations,  the Company has selectively  acquired certain
related  businesses which expand and diversify the types of services provided by
the Company.  The Company operates 184 retail  laundromats  throughout Texas and
Arizona and provides laundromat services at all such locations. The Company also
leases laundry equipment and other household  appliances to corporate relocation
entities,  property  owners,  managers of  multi-family  housing  properties and
individuals.  The Company believes that these non-core businesses,  although not
material to the  Company's  operations,  provide a platform  for  expansion  and
diversification  of the  Company's  services.  See  "Business -  Description  of
Business - Complementary Operations."

        The Company maintains its headquarters in Roslyn,  New York, a corporate
office in Charlotte,  North Carolina and regional offices  throughout the United
States through which it conducts operating activities,  including sales, service
and collections.

BUSINESS STRATEGY

        Commencing  with Golder,  Thoma,  Cressey,  Rauner Fund IV L.P.'s ("GTCR
Fund IV") acquisition of an interest in the Company in January 1995, an integral
component  of  the  Company's  business  strategy  had  been  growth  through  a
combination of internal growth and selective  acquisitions  designed to increase
the  Company's  machine  base and to achieve  economies  of scale,  increase its
operating efficiencies and improve its financial performance. From


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January  1995 to June  1998,  the  Company  pursued a strategy  of rapid  growth
through  acquisitions  of local route  operators,  regional route  operators and
multi-regional  route operators.  The Company continued to expand its geographic
presence to gain additional  regional and multi-regional  account  opportunities
with large  multi-family  housing property managers and owners. As a result, the
Company has become the largest provider of outsourced laundry equipment services
in the United States.  At the present time,  however,  the number of significant
acquisition  opportunities  is limited due in part to the  Company's  successful
execution of its acquisition  strategy over the past several years. Against this
background of limited  opportunities  for  significant  acquisitions,  and in an
effort to preserve capital and reduce its level of indebtedness, the Company has
determined to slow its rate of growth by acquisitions;  however, the Company may
pursue   opportunities  to  acquire   additional  route  businesses  within  the
fragmented outsourced laundry equipment services industry.  The Company believes
that there are numerous  private,  family-owned  businesses  that often lack the
financial resources to provide advance location payments, install new equipment,
make laundry room  improvements  or otherwise  compete  effectively  with larger
independent  operators such as the Company to secure new or existing  contracts.
Consequently,  such independent operators, especially those which are undergoing
generational  ownership  changes,  continue to represent  potential  acquisition
opportunities  for the Company.  The Company  evaluates  potential  acquisitions
based on the size of the business  (in terms of revenues,  cash flow and machine
base), the geographic concentration of the business, market penetration, service
history,  customer  relations,  existing contract terms and potential  operating
efficiencies  and cost  savings.  There can be no assurance,  however,  that the
Company will be able to take advantage of these  opportunities  on  commercially
reasonable terms, if at all.

        The Company's business strategy also includes the continued  development
of its management information systems (the "Integrated Computer Systems"), which
management  believes  are the most  advanced  in the  industry.  The  Integrated
Computer  Systems provide  real-time  operational and competitive data which, in
conjunction with the Company's multi-regional service capabilities, enhances the
Company's  operating  efficiencies  throughout its operating regions and enables
the  Company to deliver  superior  customer  service.  The  Integrated  Computer
Systems also provide the Company with the flexibility to integrate  acquisitions
on a timely basis,  including key functions such as sales, service,  collections
and security.  Finally,  as the industry leader,  the Company works closely with
its equipment  vendors to assess  ongoing  technological  changes and implements
those which the Company  believes are  beneficial  to its  customers  and to the
Company's operating efficiencies and financial performance.

GROWTH STRATEGY

        The Company's  growth strategy has been focused on increasing  operating
cash flow and  profitability  through a  combination  of internal  expansion and
selective  acquisitions.  For  information  about the Company's  growth  through
acquisitions, see "Business, Business Strategy" above.

INTERNAL EXPANSION

        Internal  growth is comprised  of: (i) adding new  customers in existing
regions and securing contracts for additional  locations from current customers;
(ii) converting owner-operated  facilities to Company managed facilities;  (iii)
improving the net  contribution per machine through  operating  efficiencies and
selective price increases;  and (iv) pursuing  additional  growth  opportunities
presented by the Company's  leading market position and access to  approximately
six million individual housing units.

        New Customers and Locations.  The Company's sales and marketing  efforts
        focus on two areas of expansion within its existing  operating  regions.
        The Company's  primary  means of internal  expansion is by marketing the
        Company's products and services to building managers and property owners
        whose leases with other laundry  equipment  services  providers are near
        expiration.  The Company's Integrated Computer Systems track information
        on the lease  expirations of its competitors.  The Company believes that
        its leading market position and expanding geographic presence, primarily
        achieved  through  acquisitions,   enhances  its  ability  to  gain  new
        customers and additional locations from its existing customers.

        Conversions.  Management  believes  that  there  are  approximately  one
        million machines  installed in locations which continue to be managed by
        owner-operators. Building owners or managers can forgo significant cash

                                       -2-


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        outlays and servicing costs by contracting with the Company to purchase,
        service and maintain laundry equipment. Accordingly, the Company pursues
        building owners and managers to outsource their laundry facilities.  The
        Company  offers a full range of services  from the design,  construction
        and  installation  of new laundry  facilities  to the  refurbishment  of
        existing  facilities.  Management  believes  these  services  provide  a
        competitive advantage in securing new customers.

        Operating  Efficiencies  and Price  Increases.  The  Company  focuses on
        improving its net contribution per machine through  achieving  operating
        efficiencies and selective price increases. Due to local competition and
        other factors  beyond the Company's  control,  however,  there can be no
        assurance that such efficiencies or price increases will occur.

        Other Growth  Opportunities.  While  management  intends to continue its
        focus on increasing its installed machine base, management believes that
        its leading market  position and its access to over six million  housing
        units  provide the Company with  additional  growth and  diversification
        opportunities.  These opportunities  include laundry equipment rental as
        well as other route-based  facilities  management services.  The Company
        regularly  explores   strategic   alliances  with  vendors  of  products
        complementary to its customer base. There can be no assurance,  however,
        that the Company will be able to take  advantage of these  opportunities
        on commercially reasonable terms, if at all.

INDUSTRY

        The outsourced  laundry equipment  services industry is characterized by
stable  cash flows  generated  by long- term,  renewable  lease  contracts  with
multi-family  housing  property  owners and management  companies.  The industry
remains  highly  fragmented,  with many small,  private and  family-owned  route
businesses  operating  throughout  all major  metropolitan  areas.  According to
information  provided by the  Multi-housing  Laundry  Association,  the industry
consists  of over 280  independent  operators.  Based upon  industry  estimates,
management  believes there are approximately  3.5 million installed  machines in
multi-family properties throughout the United States,  approximately 2.5 million
of which have been  outsourced to independent  operators such as the Company and
approximately one million of which continue to be operated by the owners of such
locations.

        The  industry is highly  capital  intensive,  with the most  significant
capital costs incurred upon procurement of new leases. Initial costs may include
replacing or repairing existing washers and dryers,  refurbishing  laundry rooms
and making advance  location  payments to secure  long-term,  renewable  leases.
After the initial  expenditures,  ongoing  working capital  requirements,  which
consist mainly of providing service and revenue collection,  are minimal,  since
machines  typically operate throughout the term of the contract under which they
are installed,  and variable  costs are paid out of revenues  collected from the
machines.

        Historically,  the industry has been  characterized by stable demand and
has been resistant to changing market  conditions and general  economic  cycles.
Management  believes that the industry's  consistent and predictable revenue and
cash flow from  operations  are primarily  due to: (i) the  long-term  nature of
location leases; (ii) the stable demand for laundry services;  and (iii) minimal
ongoing working capital requirements.

DESCRIPTION OF PRINCIPAL OPERATIONS

        The principal aspects of the Company's operations include: (i) sales and
marketing; (ii) location leases; (iii) service; (iv) information management; (v)
remanufacturing; and (vi) revenue collection and security.

        The Company markets its products and services through a sales staff with
average industry  experience of over ten years. The principal  responsibility of
the sales staff is to solicit  customers and negotiate lease  arrangements  with
building owners and managers. Sales personnel are paid commissions that comprise
50% or more of their annual  compensation.  Selling  commissions  are based on a
percentage of a location's  annualized earnings before interest and taxes. Sales
personnel must be proficient  with the  application of  sophisticated  financial
analyses, which calculate

                                       -3-


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minimum  returns on investments to achieve  targeted goals in securing  location
contracts  and renewals.  Management  believes that its sales staff is among the
most competent and effective in the industry.

        The Company's marketing strategy emphasizes excellent service offered by
its experienced,  highly skilled  personnel and quality equipment that maximizes
efficiency  and revenue and minimizes  machine  down-time.  The Company's  sales
staff  targets  potential  new and renewal  lease  locations  by  utilizing  the
Integrated  Computer Systems' extensive  database to provide  information on the
Company's, as well as its competitors',  locations. Additionally, the Integrated
Computer Systems monitor  performance,  repairs and maintenance,  as well as the
profitability of locations on a daily basis. All sales, service and installation
data is recorded and monitored daily on a  custom-designed,  computerized  sales
planner.

        No single customer  represents more than 2% of the Company's revenues or
installed  machine base. In addition,  the Company's ten largest customers taken
together account for less than 10% of the Company's revenue.

        Location Leasing

        The Company's  leases provide the exclusive right to operate and service
the installed  laundry  machines,  including  repairs,  revenue  collection  and
maintenance.  The Company  typically sets pricing for the use of the machines on
location,  and the property owner or property manager maintains the premises and
provides utilities such as gas, electricity and water.

        In return for the exclusive right to provide laundry equipment services,
most of the  Company's  leases  provide for monthly  commission  payments to the
location owners.  Under the majority of leases, these commissions are based on a
percentage  of the  cash  collected  from  the  laundry  machines.  Many  of the
Company's  leases require the Company to make advance  location  payments to the
location  owner in addition  to  commissions.  The  Company's  leases  typically
include provisions that allow for unrestricted price increases, a right of first
refusal (an opportunity to match competitive bids at the expiration of the lease
term) and  termination  rights  if the  Company  does not  receive  minimum  net
revenues  from a lease.  The Company has some  flexibility  in  negotiating  its
leases and,  subject to local and  regional  competitive  factors,  may vary the
terms and conditions of a lease, including commission rates and advance location
payments.  The Company evaluates each lease  opportunity  through its Integrated
Computer Systems to achieve a desired level of return on investments.

        Management  estimates that  approximately 90% of its locations are under
long-term  leases  with  initial  terms of five to ten years.  Of the  remaining
locations  not subject to long term  leases,  the Company  believes  that it has
retained a majority of such customers  through  long-standing  relationships and
expects to  continue to service  such  customers.  A majority  of the  Company's
leases  renew  automatically,  and the Company  has a right of first  refusal on
termination on approximately 40% of its leases. The Company's  automatic renewal
clause  typically  provides that, if the building owner fails to take any action
prior to the end of the original  lease term or any renewal term, the lease will
automatically  renew on  substantially  similar terms. As of March 31, 2000, the
Company's leases have an average  remaining life to maturity of approximately 47
months (without giving effect to automatic renewals).

        Service

        The Company's  employees deliver,  install,  service and collect revenue
from washers and dryers in laundry facilities at its leased locations.

        The Company's  Integrated  Computer Systems allow for the quick dispatch
of service  technicians in response to both  computer-generated  (for preventive
maintenance) and customer-generated service calls. On a daily basis, the Company
receives and responds to approximately 3,000 service calls. Management estimates
that less than 1% of the Company's machines are out of service on any given day.
The ability to reduce machine down time,  especially during peak usage, enhances
revenue and improves the Company's reputation with its customers.

                                       -4-


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        In a business that emphasizes prompt and efficient  service,  management
believes that the Company's  Integrated  Computer  Systems provide a significant
competitive  advantage  in terms  of  responding  promptly  to  customer  needs.
Computer-generated  service  calls  for  preventive  maintenance  are  based  on
previous service history, repeat service call analysis and monitoring of service
areas. These operations coordinate the Company's radio-equipped service vehicles
and allow the Company to address customer needs quickly and efficiently.

        Information Management

        The Company's  Integrated  Computer Systems serve three major functions:
(i) tracing the service cycle of equipment;  (ii) monitoring  revenues and costs
by location,  customer  and  salesperson;  and (iii)  providing  information  on
competitors' and the Company's lease renewal schedules.

        The Integrated  Computer  Systems provide speed and accuracy  throughout
the entire  service  cycle by  integrating  the functions of service call entry,
dispatching  service personnel,  parts and equipment  purchasing,  installation,
distribution  and  collection.  In addition to  coordinating  all aspects of the
service  cycle,  the  Company's   Integrated  Computer  Systems  track  contract
performance,  which  indicates  potential  machine  problems  or  pilferage  and
provides data to forecast future equipment servicing requirements.

        Data on  machine  performance  is used by the  sales  staff to  forecast
revenue by location.  Management is able to obtain daily, monthly, quarterly and
annual  reports on  location  performance,  coin  collection,  service and sales
activity by salesperson.

        The  Integrated  Computer  Systems  also provide the sales staff with an
extensive database  essential to the Company's  marketing strategy to obtain new
business through competitive bidding or owner-operator conversion opportunities.

        Management  also believes that the Integrated  Computer  Systems enhance
the Company's  ability to successfully  integrate  acquired  businesses into its
existing  operations.  Regional  or  certain  multi-regional  acquisitions  have
typically been  substantially  integrated  within 90 to 120 days,  while a local
acquisition can be integrated almost immediately.

        Remanufacturing

        The  Company  rebuilds  and  reinstalls  a portion  of its  machines  at
approximately   one-third  the  cost  of  acquiring   new  machines,   providing
significant cost savings.  Remanufactured machines are restored to virtually new
condition with the same estimated  average life and service  requirements as new
machines.  Machines  that  can no  longer  be  remanufactured  are  added to the
Company's inventory of spare parts.

        The  Company   maintains  four  regional   remanufacturing   facilities,
strategically  located to service each of its operating  regions,  which provide
for consistent machine quality and efficient operations.

        Revenue Collection and Security

        Management  believes  that it  provides  the  highest  level of  revenue
collection  security  control  in  the  outsourced  laundry  equipment  services
industry. The Company utilizes numerous precautionary procedures with respect to
cash collection, including frequent alteration of collection patterns, extensive
monitoring of collections  and other control  mechanisms.  The Company  enforces
stringent employee standards and screening procedures for prospective employees.
Employees  responsible  for or who have  access to the  collection  of funds are
tested randomly and frequently.  Additionally, the Company's security department
performs trend and variance analyses of daily collections by location.  Security
personnel monitor locations,  conduct  investigations  and implement  additional
security procedures as necessary.

                                       -5-


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COMPLEMENTARY OPERATIONS

        In addition to supplying  outsourced  laundry  equipment  services,  the
Company has expanded its breadth of operations to related,  complementary  lines
of businesses:

        Individual Multi-Housing Units

        The Company is involved in the business of renting laundry equipment and
other  household   appliances  and  electronic  items  to  corporate  relocation
entities,  property  owners,  managers of  multi-family  housing  properties and
individuals.  With access to approximately six million individual housing units,
the Company  believes this business line represents an opportunity for growth in
a new market segment which is complementary to its core business.

        Laundromat Equipment Distribution

        Super  Laundry,  a  wholly-owned   subsidiary  of  Coinmach  Corporation
("Coinmach"),  is a laundromat equipment  distribution company.  Super Laundry's
business   consists  of  constructing   complete  turnkey  retail   laundromats,
retrofitting  existing  retail  laundromats,  distributing  exclusive  lines  of
commercial coin and non-coin  operated  machines and parts,  and selling service
contracts.  Super  Laundry's  customers  generally  enter into  sales  contracts
pursuant  to which Super  Laundry  constructs  and equips a complete  laundromat
operation, including location identification, construction, plumbing, electrical
wiring and all required permits.

        Retail Laundromat Operations

        The Company operates 184 retail laundromats located throughout Texas and
Arizona.  The  operation  of  the  retail  laundromats  involves  leasing  store
locations in desired geographic areas, maintaining an appropriate mix of washers
and dryers at each store  location and  servicing the washers and dryers at such
locations.  The Company is also responsible for maintaining the premises at each
retail laundromat and paying for utilities and related expenses.

COMPETITION

        The   outsourced   laundry   equipment   services   industry  is  highly
competitive,  capital intensive and requires reliable,  quality service. Despite
the  overall  fragmentation  of the  industry,  the Company  believes  there are
currently three  multi-regional  route  operators,  including the Company,  with
significant  operations  throughout  the  United  States.  The two  other  major
multi-regional competitors are Web Service Company, Inc. and Mac-Gray Corp.

EMPLOYEES

        As of March 31, 2000, the Company  employed 2,226  employees  (including
355  laundromat  attendants in the  Company's  retail  laundromats  in Texas and
Arizona).  In the Northeast region,  129 hourly workers are represented by Local
966,  affiliated with the International  Brotherhood of Teamsters (the "Union").
Management believes that the Company has maintained a good relationship with the
Union employees and has never experienced a work stoppage since its inception.

GENERAL DEVELOPMENT OF BUSINESS

        Coinmach  Laundry  Corporation was  incorporated on March 31, 1995 under
the  name  SAS  Acquisitions  Inc.  in the  State  of  Delaware  and is the sole
shareholder  of all of the  common  stock of  Coinmach,  its  primary  operating
subsidiary.  In November  1995,  The Coinmach  Corporation  ("TCC"),  a Delaware
corporation and predecessor to Coinmach  Corporation merged (the "Solon Merger")
with and into Solon Automated Services,  Inc. ("Solon").  In connection with the
Solon  Merger,  SAS  Acquisitions  Inc.  changed  its name to  Coinmach  Laundry
Corporation,  and Solon, the surviving corporation in the Solon Merger,  changed
its name to Coinmach Corporation.

                                       -6-


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        The Company's  headquarters are located at 55 Lumber Road,  Roslyn,  New
York 11576,  and its telephone number is (516) 484-2300.  The Company's  mailing
address is the same as that of its  headquarters.  The Company also  maintains a
corporate office in Charlotte, North Carolina.

INITIAL PUBLIC OFFERING AND SECONDARY OFFERING

        In July 1996,  Coinmach Laundry  completed an initial public offering of
4,120,000  shares of its Common  Stock at an initial  public  offering  price of
$14.00  per share.  In August  1996,  the  underwriters  in the public  offering
exercised an over-allotment option with respect to the purchase of an additional
63,642 shares of Common Stock. In December 1997,  Coinmach  Laundry  completed a
secondary  offering of 4,600,000 shares of its Common Stock at a price of $19.75
per share (the "Secondary  Offering"),  including the issuance of 600,000 shares
in  connection  with the  exercise  of an  underwriters'  over-allotment  option
granted in  connection  therewith.  In connection  with the Secondary  Offering,
2,665,000  shares of Common  Stock were sold by Coinmach  Laundry and  1,935,000
shares of Common Stock were sold by certain stockholders of the Company.

CREDIT FACILITY AND SENIOR NOTES

        The Company's  credit facility (of which Bankers Trust Company and First
Union  National  Bank of North  Carolina are the primary  lending  institutions)
provides for an aggregate of $435 million of secured  financing  consisting  of:
(i) a 160 million  revolving  credit facility bearing interest at an annual rate
of LIBOR plus 1.75%;  (ii) a $75 million  Tranche A term loan  facility  bearing
interest at an annual rate of LIBOR plus 2.25% and (iii) a $200 million  Tranche
B term loan facility bearing interest at an annual rate of LIBOR plus 2.50%. SEE
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS  - LIQUIDITY  AND CAPITAL  RESOURCES - FINANCING  ACTIVITIES - SENIOR
CREDIT FACILITY."

        On March 28, 1996,  Coinmach  consummated a registered  exchange  offer,
pursuant to which all issued and  outstanding 11 3/4% Senior Notes due 2005 were
exchanged for  Coinmach's  Series B 11 3/4% Senior Notes due 2005 (the "Series B
Notes").  On October 8, 1997,  Coinmach  completed a private  placement  of $100
million aggregate principal amount of its 11 3/4% Series C Senior Notes due 2005
(the "Series C Notes") on  substantially  identical terms as its Series B Notes.
On December 23, 1997, Coinmach commenced a registered exchange offer pursuant to
which  all  issued  and  outstanding  Series B Notes  and  Series  C Notes  were
exchanged  for  Coinmach's  11 3/4% Series D Senior Notes due 2005 (the "11 3/4%
Senior Notes"). SEE "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND  RESULTS OF  OPERATIONS  -  LIQUIDITY  AND  CAPITAL  RESOURCES  -  FINANCING
ACTIVITIES - SENIOR NOTE OFFERING AND EXCHANGE OFFER."

RECENT DEVELOPMENTS

        On May 12,  2000,  the Company  entered  into an  Agreement  and Plan of
Merger  (the  "Merger   Agreement")  with  CLC  Acquisition   Corporation  ("CLC
Acquisition"),  a newly formed Delaware corporation formed by Bruce V. Rauner, a
director  of the  Company and a principal  of the  indirect  general  partner of
Golder,  Thoma,  Cressey,  Rauner  Fund IV, L.P.  ("GTCR Fund IV"),  the largest
stockholder of the Company.  Pursuant to the Merger  Agreement,  CLC Acquisition
agreed to acquire all of the Company's  outstanding  Common Stock and Non-Voting
Common Stock  (collectively,  the  "Shares")  for $14.25 per Share in a two-step
transaction  consisting  of a tender  offer (the  "Offer")  followed by a merger
transaction  (the "Merger") of CLC Acquisition  with and into Coinmach  Laundry.
The Offer is conditioned upon, among other things,  there being validly tendered
and not withdrawn,  prior to expiration date of the Offer, that number of Shares
which,  when  combined with the Shares owned by CLC  Acquisition,  result in CLC
Acquisition  owning  at  least  51% of the  outstanding  Shares  on the  date of
purchase.  Upon consummation of the Merger, each Share not tendered in the Offer
will be canceled and converted into the right to receive $14.25 net per Share in
cash, without interest thereon.

        On May 26, 2000, CLC Acquisition announced its offer to purchase any and
all Shares of the Company  (except for  certain  Shares held by some  members of
management  of the  Company and GTCR Fund IV).  The Offer  period  during  which
Shares may be tendered is scheduled  to expire on July 3, 2000 (the  "Expiration
Date"),  unless the Offer is extended.  Assuming the conditions to the Offer are
satisfied or waived,  CLC Acquisition has determined to provide for a subsequent
offering period  commencing on July 5, 2000 and expiring on July 7, 2000, unless
extended.

                                       -7-


<PAGE>



        The Company's board of directors ("Board of Directors" or "Board"), at a
meeting held on May 12, 2000, by unanimous vote of all of the  directors,  based
upon,  among  other  things,   the   recommendation  of  its  special  committee
(consisting  of  two  independent  or  disinterested  directors  and  their  own
financial and legal  advisors),  (i) determined that the merger is advisable and
that the  terms  of the  Offer  and the  Merger  are  fair  to,  and in the best
interests of, the Company and its stockholders,  (ii) approved the Offer and the
Merger and approved and adopted the Merger Agreement, and (iii) recommended that
the stockholders of the Company accept the Offer.

        For more information  concerning the Offer and the Merger,  refer to the
Company's  Solicitation/Recommendation  Statement  in  Schedule  14D-9  and  CLC
Acquisition's  Tender Offer  Statement on Schedule TO, in each case,  as amended
and initially filed with the Securities and Exchange Commission on May 26, 2000.


ITEM 2.  PROPERTIES

        As of March 31,  2000,  the  Company  leased 59 offices  throughout  its
operating  regions serving  various  operational  purposes,  including sales and
service activities, revenue collection and warehousing.

        The Company  presently  maintains its headquarters in Roslyn,  New York,
leasing  approximately  40,000  square  feet  pursuant  to  a  five  year  lease
terminating  April 30, 2001. The Company's  Roslyn  facility is used for general
and  administrative  purposes  and  is  the  operational  headquarters  for  the
Northeast  regional  branch.  The Company  has an option to purchase  the Roslyn
facility, which it does not presently intend to exercise.

        The  Company  also  maintains  a corporate  office in  Charlotte,  North
Carolina,  leasing approximately 3,000 square feet pursuant to a five year lease
terminating September 30, 2001.


ITEM 3.  LEGAL PROCEEDINGS

        The  Company and its  predecessors  have been named as  defendants  in a
number of legal actions arising in the ordinary course of business. Although the
amount of any liability that could arise with respect to these actions cannot be
accurately predicted, management believes that such liabilities, individually or
in the  aggregate,  will not have a  material  adverse  effect on the  financial
condition, results of operations or cash flows of the Company.

        On April 8,  1999,  Sand v.  Coinmach  Laundry  Corporation,  et.  al, a
purported  class  action  securities  fraud  lawsuit  was  filed in the  Federal
District  Court for the Eastern  District of New York (the  "Federal  Securities
Action") naming the Company and certain of its executive officers as defendants.
The  Federal  Securities  Action  was  purportedly  brought  on  behalf  of  all
shareholders of the Company who purchased or otherwise acquired the Common Stock
during the period  August 6, 1997 to September  29, 1998.  The  complaint in the
Federal  Securities Action alleges that the defendants  violated various federal
securities laws and seeks damages in unspecified amounts. On March 10, 2000, the
Company  filed  a  motion  to  dismiss  the  complaint  and  denied  all  of the
allegations of wrongdoing  asserted  against it in the  complaint.  On April 10,
2000, the plaintiff filed a response to the Company's motion to dismiss.  On May
16, 2000, the Company replied to the plaintiff's  response. On June 1, 2000, the
court  dismissed  the  complaint in its entirety on grounds that the  applicable
statute of  limitations  had passed prior to the date on which the complaint was
filed.

         On November 18, 1999, K. Reed Hinrichs v. Stephen R. Kerrigan,  et al.,
a purported class action  lawsuit,  was filed in the Delaware Court of Chancery,
Newcastle  County naming the Company,  GTCR Fund IV, GTCR Golder Rauner,  L.L.C.
and certain of its executive officers as defendants.  Plaintiffs allege that the
defendants'  proposal  to acquire  between  80% and 90% of the Common  Stock for
$13.00 per share was inadequate and that the defendants breached their fiduciary
duty to the Company's  public  shareholders.  The defendants' time to respond to
the  complaint  has been  adjourned  indefinitely  by  mutual  agreement  of the
parties.

                                       -8-


<PAGE>



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

        None.


                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
         STOCKHOLDER  MATTERS

        Coinmach  Laundry  completed  an initial  public  offering of its Common
Stock on July 23, 1996 at an initial public  offering price of $14.00 per share.
Coinmach  Laundry's  Common Stock is traded on the Nasdaq  National Market under
the symbol "WDRY".  There is no  established  public trading market for Coinmach
Laundry's  Non-Voting  Common Stock. The table below sets forth, for the periods
indicated,  the  high and low  closing  sales  prices  for the  Common  Stock as
reported on the Nasdaq  National  Market.  The prices shown below do not include
retail markups, markdowns or commissions.

1999 FISCAL QUARTER ENDED                                  HIGH           LOW
-------------------------                                  ----           ---
June 30, 1998....................................          $28.00        $20.000
September 30, 1998...............................          $23.50         $8.750
December 31, 1998................................          $19.25         $5.500
March 31, 1999...................................          $16.875        $9.375



2000 FISCAL QUARTER ENDED                                  HIGH           LOW
-------------------------                                  ----           ---
June 30, 1999....................................          $13.625        $9.125
September 30, 1999...............................          $12.625        $9.563
December 31, 1999................................          $11.813        $8.750
March 31, 2000...................................          $10.375        $7.563


        As of June 28, 2000, Coinmach Laundry had outstanding  13,184,419 shares
of Common Stock and no shares of Non-Voting  Common Stock.  As of June 28, 2000,
there were 33  stockholders  of record of the Common Stock and no Stockholder of
record of the Non-Voting  Common Stock. The Company has not declared or paid any
cash dividends on the Common Stock or the  Non-Voting  Common Stock and does not
intend to pay cash dividends on the Common Stock or the Non-Voting  Common Stock
in the foreseeable  future.  At the present time, the Senior Credit Facility (as
defined)   prohibits   the  payment  of  cash   dividends   and  certain   other
distributions.

                                       -9-


<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

                 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
                (in thousands, except ratios and per share data)

        The following tables present summary historical  consolidated  financial
information  of the  Company.  Such tables  include the  consolidated  financial
information  of the Company for the years ended March 31, 2000 (the "2000 Fiscal
Year"),  March 31,  1999 (the "1999  Fiscal  Year"),  March 31,  1998 (the "1998
Fiscal  Year"),  March 28,  1997 (the  "1997  Fiscal  Year"),  for the six month
transition  period  ended March 29,  1996,  and the period from April 5, 1995 to
September 29, 1995 giving effect to the combination of Solon and TCC on November
30, 1995.  The six month  transition  period ended March 29, 1996 and the period
from  April 5, 1995 to  September  29,  1995 have been  combined  to  facilitate
comparison of such combined  period with the 1997 Fiscal Year, 1998 Fiscal Year,
1999 Fiscal Year and 2000 Fiscal Year. The financial data set forth below should
be read in  conjunction  with  the  Company's  audited  historical  consolidated
financial  statements  and  the  related  notes  thereto  presented  in  Item  8
"Financial Statements and Supplementary Data" and with the information presented
in Item 7  "Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations" of this Form 10-K.

<TABLE>
<CAPTION>

                                                                                                                         PERIOD
                                                                                                            SIX MONTH     FROM
                                                           THE COMPANY                            COMBINED  TRANSITION   APRIL 5,
                                                                                                   PERIOD      PERIOD     1995
                                               YEAR ENDED   YEAR ENDED  YEAR ENDED  YEAR ENDED     ENDED       ENDED       TO
                                               MARCH 31,    MARCH 31,   MARCH 31,   MARCH 31,     MARCH 29,   MARCH 29, SEPTEMBER
                                                 2000         2000        2000        2000          1996        1996    29, 1995
                                               -----------  ----------- ----------- -----------  ----------  ---------- ---------
OPERATING DATA:

<S>                                              <C>          <C>         <C>         <C>         <C>        <C>         <C>
   Revenues..............................        $ 527,079    $505,323    $324,887    $206,852    $178,789   $ 89,070    $89,719
   Operating, general and
      administrative expenses............          358,366     339,664     223,527     144,059     127,636     62,380     65,256
   Depreciation and amortization.........          123,002     113,448      75,453      46,316      36,635     18,212     18,423
   Operating income......................           44,928      50,942      24,461      14,325      12,318      8,478      3,840
   Interest expense, net.................           67,326      65,995      44,662      26,859      23,817     11,999     11,818
   Loss before extraordinary item........          (16,589)    (11,974)    (14,867)    (10,227)     (8,639)    (2,523)    (6,116)
   Net loss..............................          (16,589)    (11,974)    (14,867)    (10,523)    (17,564)   (11,448)    (6,116)
   Basic and diluted net loss per share..            (1.26)   $  (0.91)   $  (1.32)   $  (1.14)         --         --         --
   Pro Forma basic and diluted net loss..
      per share..........................               --          --          --          --    $  (2.32)  $  (1.51)   $ (0.81)
BALANCE SHEET DATA (AT END OF PERIOD):

   Cash and cash equivalents.............        $  23,174    $ 26,515    $ 22,456    $ 14,729               $ 19,858    $10,311
   Property and equipment, net...........          237,160     223,610     194,328     112,116                 82,699     80,706
   Goodwill, net.........................          101,253     109,025     110,424      95,771                 44,071     45,071
   Advance location payments.............           77,212      79,705      74,026      38,472                 20,320     19,772
   Contract rights, net..................          384,680     413,014     366,762     180,557                 59,745     63,801
   Total assets..........................          876,173     901,296     816,948     472,921                249,148    241,433
   Total debt (1)........................          685,069     687,491     602,158     345,486                202,765    176,415
   Stockholders' equity (deficit)........           32,321      48,040      58,745      23,563                 (1,308)    10,140

FINANCIAL RATIOS AND OTHER DATA

   Cash flow provided by operating
     activities..........................        $  90,258    $102,951    $ 58,550    $ 34,732    $ 24,403   $ 12,337    $12,066
   Cash flow used in investing activities          (88,404)   (181,665)   (350,875)   (196,698)    (39,201)   (14,162)   (25,039)
   Cash flow (used in) provided by                  (5,195)     82,773     300,052     156,837      23,882     11,372     12,510
   financing activities..................
   EBITDA(2).............................          168,713     165,659     101,360      62,793      51,153     26,690     24,463
   EBITDA margin(3)......................             32.0%       32.8%       31.2%       30.4%       28.6%      30.0%      27.3%
Capital expenditures(4)
   Growth capital expenditures...........        $  25,272    $ 24,096    $ 21,119    $ 12,563          --         --         --
   Renewal capital expenditures..........           63,132      60,038      37,609      29,025    $ 27,338   $ 14,219    $13,119
   Acquisition capital expenditure(5)                   --      97,531     294,996     171,455      11,925         --     11,925
                                                 ---------    --------    --------    --------    --------   --------    -------
Total Capital Expenditures...............        $  88,404    $181,665    $353,724    $213,043    $ 39,263   $ 14,219    $25,044
                                                 =========    ========    ========    ========    ========   ========    =======
</TABLE>


                                      -10-
<PAGE>

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

(1)  Total debt at March 31,  2000,  March 31,  1999 and March 31, 1998 does not
     include  the  premium,  net, of $6,789,  $8,023 and  $9,258,  respectively,
     recorded  as a result  of the  issuance  by  Coinmach  Corporation  of $100
     million  aggregate  principal  amount of 11 3/4% Series C Senior  Notes due
     2005 in October 1997.
(2)  EBITDA represents earnings from continuing operations before deductions for
     interest,  income  taxes,  depreciation  and  amortization.  EBITDA for the
     fiscal years ended March 31, 2000, March 31, 1999, March 31, 1998 and March
     28, 1997 is before the deduction for stock based compensation  charges, and
     EBITDA for the period ended  September 29, 1995 is before the deduction for
     restructuring  costs. EBITDA is used by management and certain investors as
     an indication of a company's  ability to service  existing debt, to sustain
     potential  future  increases in debt and to satisfy  capital  requirements.
     However, EBITDA is not intended to represent cash flows for the period, nor
     has it been presented as an alternative to either (a) operating  income (as
     determined by generally accepted accounting  principles) as an indicator of
     operating  performance  or (b) cash flows  from  operating,  investing  and
     financing  activities  (as  determined  by  generally  accepted  accounting
     principles)  as a  measure  of  liquidity.  Given  that  EBITDA  is  not  a
     measurement  determined in accordance  with generally  accepted  accounting
     principles  and is thus  susceptible  to  varying  calculations,  EBITDA as
     presented may not be comparable to other similarly titled measures of other
     companies.
(3)  EBITDA margin  represents  EBITDA as a percentage  of revenues.  Management
     believes that EBITDA  margin is a useful  measure to evaluate the Company's
     performance  over  various  sales  levels.  EBITDA  margin  should  not  be
     considered as an alternative for measurements determined in accordance with
     generally accepted accounting principles.
(4)  Capital expenditures represent amounts expended for property and equipment,
     for advance  location  payments to  location  owners and for  acquisitions.
     Acquisition capital expenditures  represent the amounts expended to acquire
     local,   regional  and   multi-regional   route   operators,   as  well  as
     complementary businesses.  Growth capital expenditures represent the amount
     of capital  expended that reflects a net increase in the installed  base of
     machines,  excluding  acquisitions.  Renewal capital expenditures represent
     the amount of capital  expended  assuming no net increase in the  installed
     base of machines.
(5)  Acquisition  capital  expenditures  for the years  ended March 31, 1998 and
     March 28, 1997,  includes  approximately  $2.3  million and $16.2  million,
     respectively,  of promissory  notes issued by Coinmach  Laundry  related to
     certain acquisitions.


                                      -11-


<PAGE>



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

        The  following  discussion  and  analysis  pertains  to the  results  of
operations  and financial  position of the Company for the 2000 Fiscal Year, the
1999 Fiscal Year and the 1998 Fiscal Year and should be read in conjunction with
the consolidated financial statements and related notes thereto included in Item
8 and the Selected Historical  Consolidated Financial Data included in Item 6 of
this Form 10-K.

GENERAL

        The  Company  is  principally  engaged  in  the  business  of  supplying
outsourced laundry equipment  services to multi-family  housing  properties.  At
March 31, 2000, the Company owned and operated approximately 790,000 washers and
dryers  in  approximately  79,000  multi-family  housing  properties  on  routes
throughout the United States and in 184 retail  laundromats  located  throughout
Texas  and  Arizona.  The  Company,  through  Super  Laundry,  its  wholly-owned
subsidiary, is also a laundromat equipment distribution company.

         Sources of Revenue

        The Company's primary  financial  objective is to increase its cash flow
from  operations.  Cash  flow  from  operations  represents  a  source  of funds
available to service indebtedness and for investment in both internal growth and
growth through  acquisitions.  The Company has experienced net losses during the
past three fiscal years. Such net losses are attributable in part to significant
non-cash charges associated with the Company's execution of its growth strategy,
namely,  high levels of amortization of contract rights and goodwill  related to
the addition of new machines and customers  through  acquisitions  accounted for
under the purchase method of accounting.

        The Company's most  significant  revenue  source is its route  business,
accounting for approximately 85% of its revenue. The Company provides outsourced
laundry  equipment  services to locations by leasing laundry rooms from building
owners and property management  companies,  typically on a long-term,  renewable
basis. In return for the exclusive right to provide these services,  most of the
Company's  contracts  provide for  commission  payments to the location  owners.
Commission  expense (also  referred to as rent  expense),  the Company's  single
largest expense item, is included in laundry  operating  expenses and represents
payments to location  owners.  Commissions may be fixed amounts or percentage of
revenues and are  generally  paid monthly.  Also  included in laundry  operating
expenses  are the  costs  of  servicing  and  revenue  collection  in the  route
business,  including payroll, parts, vehicles and other related items, the costs
of sales  associated  with  the  equipment  distribution  business  and  certain
expenses  related  to the  operation  of  retail  laundromats.  In  addition  to
commission  payments,  many of the Company's  leases require the Company to make
advance  location  payments to the location  owners.  These advance payments are
capitalized and amortized over the life of the applicable lease.

        Other  revenue  sources for the  Company  include:  (i) leasing  laundry
equipment  and other  household  appliances  and  electronic  items to corporate
relocation   entities,   property  owners,   managers  of  multi-family  housing
properties and individuals (approximately $13.9 million for the 2000 Fiscal Year
and $11.1 million for the 1999 Fiscal Year);  (ii)  operating,  maintaining  and
servicing retail  laundromats  (approximately  $20.6 million for the 2000 Fiscal
Year and  $20.2  million  for the 1999  Fiscal  Year);  and  (iii)  constructing
complete turnkey retail laundromats,  retrofitting  existing retail laundromats,
distributing exclusive lines of commercial coin and non-coin machines and parts,
and selling service contracts  (approximately  $46.3 million for the 2000 Fiscal
Year and $38.6 million for the 1999 Fiscal Year).

                                      -12-


<PAGE>



RESULTS OF OPERATIONS

        The  following  table sets  forth for the  periods  indicated,  selected
statement of operations data and EBITDA margin for the Company:

                                                         Year Ended March 31,
                                                     --------------------------


                                                      2000      1999       1998
                                                      ----      ----       ----
Revenues........................................      100%      100%       100%
Laundry operating expenses......................      66.4      65.6       66.9
General and administrative expenses.............       1.6       1.6        1.9
Depreciation and amortization...................      23.3      22.5       23.2
Operating income................................       8.5      10.1        7.5
Interest expense, net...........................      12.8      13.1       13.7
EBITDA margin...................................      32.0      32.8       31.2


FISCAL YEAR ENDED MARCH 31, 2000 COMPARED TO THE FISCAL
YEAR ENDED MARCH 31, 1999

        Revenues  increased  by  approximately  4% for the 2000  Fiscal  Year as
compared to the 1999 Fiscal Year. The  improvement  in revenues is  attributable
primarily to (i) increased route and retail laundromat  business  resulting from
internal expansion of approximately $11 million, despite an estimated $2 million
reduction in revenues in the South Central region due to excessive vandalism and
increased  retail  laundromat  competition  in Texas;  (ii)  increased  revenues
generated from the distribution  business of approximately $8 million; and (iii)
increased  revenues  generated  from the rental  business  of  approximately  $3
million.

        Laundry  operating  expenses  increased by approximately 6% for the 2000
Fiscal Year as compared to the 1999 Fiscal Year. This increase was primarily the
result of an  increase  in  commission  and  operating  expenses  related  to an
improvement  in route revenue as well as an increase in cost of sales related to
higher  volume  in  the  distribution  business  and  an  increase  in  expenses
associated with the expansion into new markets in the rental,  retail laundromat
and  distribution  businesses.  As a percentage of revenues,  laundry  operating
expenses have remained  relatively  constant at  approximately  66% for the 2000
Fiscal Year and the 1999 Fiscal Year.

        General and  administrative  expenses  increased  nominally for the 2000
Fiscal Year as compared to the 1999 Fiscal Year.  However,  as a  percentage  of
revenues, general and administrative expenses remained constant at approximately
1.6% for the 2000 Fiscal Year and the 1999 Fiscal Year.

        Depreciation and amortization  expense increased by approximately 8% for
the 2000 Fiscal Year as  compared  to the 1999  Fiscal  Year,  due in part to an
increase in capital expenditures with respect to the Company's installed base of
machines.  The  increase  for the 2000  Fiscal  Year was  also  attributable  to
contract rights and goodwill associated with acquisitions during the 1999 Fiscal
Year.

        Interest expense, net, increased by approximately 2% for the 2000 Fiscal
Year as compared to the 1999 Fiscal Year due  primarily to  increased  borrowing
levels under the Senior Credit Facility in connection with certain  acquisitions
made during the prior year.

                                      -13-


<PAGE>



        EBITDA1(1)  (earnings  before  deductions  for  interest,  income taxes,
depreciation and  amortization)  before  deduction for stock-based  compensation
charges was approximately $168.7 million for the 2000 Fiscal Year as compared to
approximately  $165.7  million  for  the  1999  Fiscal  Year,   representing  an
improvement  of  approximately  $3.0  million or 2%.  The major  sources of this
EBITDA  improvement  were  increases  of  approximately  $2 million in route and
retail laundromat business, and the remainder from the distribution business and
the  rental  business.  As  mentioned  above,  the route and  retail  laundromat
business  was  negatively  impacted  during the 2000  Fiscal  Year by  excessive
vandalism in the South Central  region and increased  competition  in the retail
laundromat  business in Texas.  In addition,  during the 2000 Fiscal Year, a new
distribution  office was opened in Southern  California and the rental  business
was expanded into four new markets,  which contributed to increased costs in the
2000 Fiscal Year.

FISCAL YEAR ENDED MARCH 31, 1999 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1998

        Revenues  increased  by  approximately  56% for the 1999  Fiscal Year as
compared  to the  1998  Fiscal  Year.  This  improvement  in  revenues  resulted
primarily from the Company's execution of its acquisition strategy and increased
route  revenues  resulting  from  internal  expansion.  Based on the  historical
revenues of acquired businesses, the Company estimates that approximately $162.0
million or 90% of its revenue increase for the 1999 Fiscal Year is primarily due
to the acquisition of National Laundry  Equipment  Company,  Whitmer  Vend-O-Mat
Laundry  Service,  Inc. and certain other related  parties on July 17, 1997, the
acquisition of Apartment Laundries, Inc. on January 15, 1998, the acquisition of
Macke  Laundry  Services  L.P.  and  substantially  all of the assets of certain
related entities on March 2, 1998, the acquisition of Cleanco,  Inc. and certain
of its  affiliates  on May 19,  1998  and the  acquisition  of  Gordon  & Thomas
Companies,  Inc. on June 5, 1998. In addition,  during the 1999 Fiscal Year, the
Company's installed machine base increased by approximately 23,300 machines from
internal  growth   (excluding  the  machines  added  from  the   above-mentioned
acquisitions  during such  period) as  compared to an increase of  approximately
19,500  machines  from  internal  growth  during the prior year's  corresponding
period.  Included  in internal  growth are  acquisitions  of small,  local route
operators and new customers secured by the Company's sales force.

        Laundry operating  expenses  increased by approximately 53% for the 1999
Fiscal  Year,  as  compared  to the 1998  Fiscal  Year.  This  increase  was due
primarily  to an increase in  commission  expense,  related to the  acquisitions
mentioned  above.  However,  as a  percentage  of  revenues,  laundry  operating
expenses were approximately  65.6% for the 1999 Fiscal Year as compared to 66.9%
for the 1998 Fiscal Year.  This change was  primarily  due to cost  efficiencies
related to the consolidation of the acquisitions  noted above into the Company's
operations.

        General and  administrative  expenses  increased by  approximately  $1.8
million or 29% for the 1999 Fiscal Year as compared to the 1998 Fiscal Year. The
increase for the period was due to various costs and expenses related to (i) the
Company's  acquisition  strategy,  including systems  development and refinement
relating  to  the  integration  of  prior   acquisitions  and  (ii)  accounting,
management  information systems and other  administrative  functions  associated
with the Company's  growth.  However,  as a percentage of revenues,  general and
administrative  expenses  were 1.6% for the 1999 Fiscal Year as compared to 1.9%
for the 1998 Fiscal Year.  This change was  primarily  due to cost  efficiencies
related to the consolidation of the acquisitions  noted above into the Company's
operations.

--------
(1)  EBITDA  is  used  by  certain  investors  as an  indicator  of a  company's
     historical ability to service debt. Management believes that an increase in
     EBITDA is an  indication  of the  Company's  improved  ability  to  service
     existing debt, to sustain potential future increases in debt and to satisfy
     capital  expenditure  requirements.  However,  EBITDA  is not  intended  to
     represent  cash  flows  for the  period,  nor has it been  presented  as an
     alternative  to either (a) operating  income (as  determined by GAAP) as an
     indicator  of  operating  performance  or (b) cash  flows  from  operating,
     investing and financing  activities (as determined by GAAP) as a measure of
     liquidity.  Given that EBITDA is not a measurement determined in accordance
     with  GAAP and is thus  susceptible  to  varying  calculations,  EBITDA  as
     presented may not be comparable to other similarly titled measures of other
     companies.

                                      -14-


<PAGE>



        Depreciation  and amortization  increased by  approximately  50% for the
1999 Fiscal Year, as compared to the 1998 Fiscal Year, due primarily to contract
rights and goodwill associated with the acquisitions mentioned above, as well as
an increase in capital expenditures with respect to the Company's installed base
of machines.

        Interest  expense,  net,  increased  by  approximately  48% for the 1999
Fiscal  Year,  as compared to the 1998 Fiscal Year,  due  primarily to increased
borrowing  levels under the Senior Credit  Facility in  connection  with certain
acquisitions, as well as the increased interest expense due to the Bond Offering
(as defined  herein).  See  "Management's  Discussion  and Analysis of Financial
Conditions  and  Results of  Operations  -  Liquidity  and  Capital  Resources -
Financing Activities - Senior Note Offering and Exchange Offer."

        EBITDA1(1)  before  deduction for stock-based  compensation  charges was
approximately   $165.7   million  for  the  1999  Fiscal  Year  as  compared  to
approximately  $101.4  million  for  the  1998  Fiscal  Year,   representing  an
improvement of approximately 63%. EBITDA margins improved to approximately 32.8%
of revenues for the current year compared to approximately 31.2% of revenues for
the  prior  year.  These  increases  were  primarily  due to the  effect of cost
efficiencies  related to the  consolidation of the above mentioned  acquisitions
into the Company's operations, as well as internal growth.

LIQUIDITY AND CAPITAL RESOURCES

        The Company continues to have substantial  indebtedness and debt service
requirements.  At March 31, 2000, the Company had outstanding  long-term debt of
approximately $685.1 million (excluding the premium,  net, of approximately $6.8
million) and stockholders' equity of approximately $32.3 million.

        FINANCING ACTIVITIES

        Senior Notes

        On October 8, 1997,  Coinmach  completed a private  placement (the "Bond
Offering")  of $100  million  aggregate  principal  amount  of Series C Notes on
substantially identical terms as its Series B Notes. The gross proceeds from the
Bond Offering were $109.875  million,  of which $100.0 million  represented  the
principal  amount  outstanding  and $9.875 million  represented the payment of a
premium for the Series C Notes.  Coinmach used  approximately  $105.4 million of
the net proceeds from the Bond Offering to repay indebtedness  outstanding under
its senior financing arrangement.

        On December  23,  1997,  Coinmach  commenced  an offer to exchange  (the
"Exchange  Offer") up to $296.7  million  (excluding the premium on the Series C
Notes discussed above) of its 11 3/4% Senior Notes for any and all of its Series
B Notes and its Series C Notes.  The Exchange Offer expired on February 6, 1998,
and, as of such date, the holders of 100% of the outstanding  Series B Notes and
Series C Notes  tendered  such notes in the  Exchange  Offer for 11 3/4%  Senior
Notes.

        The Company's 11 3/4% Senior  Notes,  which mature on November 15, 2005,
are  unsecured  senior  obligations  of  Coinmach  and  are  redeemable,  at the
Company's  option,  in whole or in part at any time or from time to time, on and
after November 15, 2000, upon not less than 30 nor more than 60 days notice,  at
the redemption prices set forth in that certain indenture,  dated as of November
30, 1995, by and between Coinmach Corporation and Fleet National Bank of

--------
(1)  EBITDA  is  used  by  certain  investors  as an  indicator  of a  company's
     historical ability to service debt. Management believes that an increase in
     EBITDA is an  indication  of the  Company's  improved  ability  to  service
     existing debt, to sustain potential future increases in debt and to satisfy
     capital  expenditure  requirements.  However,  EBITDA  is not  intended  to
     represent  cash  flows  for the  period,  nor has it been  presented  as an
     alternative  to either (a) operating  income (as  determined by GAAP) as an
     indicator  of  operating  performance  or (b) cash  flows  from  operating,
     investing and financing  activities (as determined by GAAP) as a measure of
     liquidity.  Given that EBITDA is not a measurement determined in accordance
     with  GAAP and is thus  susceptible  to  varying  calculations,  EBITDA  as
     presented may not be comparable to other similarly titled measures of other
     companies.

                                      -15-


<PAGE>



Connecticut  (formerly,  Shawmut Bank  Connecticut,  National  Association),  as
Trustee  (the  "Indenture"),  plus,  in each case,  accrued and unpaid  interest
thereon, if any, to the date of redemption.

        The Indenture contains a number of restrictive covenants and agreements,
including  covenants  with respect to the following  matters:  (i) limitation on
indebtedness;   (ii)  limitation  on  certain  payments  (in  the  form  of  the
declaration  or payment of certain  dividends  or  distributions  on the capital
stock of Coinmach Corporation or its subsidiaries,  the purchase,  redemption or
other  acquisition of any capital stock of Coinmach  Corporation,  the voluntary
prepayment of  subordinated  indebtedness,  or an Investment  (as defined in the
Indenture) in any other person or entity); (iii) limitation on transactions with
affiliates;  (iv) limitation on liens;  (v) limitation on sales of assets;  (vi)
limitation on sale and leaseback  transactions;  (vii)  limitation on conduct of
business;   (viii)  limitation  on  dividends  and  other  payment  restrictions
affecting subsidiaries; and (ix) limitation on consolidations, mergers and sales
of substantially all of the assets of Coinmach Corporation.

        The events of default under the Indenture  include  provisions  that are
typical of senior unsecured debt financings. Upon the occurrence and continuance
of certain events of default, the trustee or the holders of not less than 25% in
aggregate  principal  amount of outstanding 11 3/4% Senior Notes may declare all
unpaid  principal and accrued  interest on all of the 11 3/4% Senior Notes to be
immediately due and payable.

        Upon  the  occurrence  of  a  Change  of  Control  (as  defined  in  the
Indenture),  each holder of 11 3/4% Senior  Notes will have the right to require
that the Company purchase all or a portion of such holder's 11 3/4% Senior Notes
pursuant to the offer  described in the Indenture,  at a purchase price equal to
101% of the principal amount thereof plus accrued and unpaid  interest,  if any,
to the date of repurchase.

        Senior Credit Facility

        The  Company's  existing  credit  facility  with Bankers  Trust  Company
("Banker's Trust"),  First Union National Bank of North Carolina ("First Union")
and  certain  other  lending  institutions,   as  amended  (the  "Senior  Credit
Facility"),  provides  for an  aggregate  of $435  million of secured  financing
consisting of: (i) a $160 million  revolving credit facility bearing interest at
an annual  rate of LIBOR  plus  1.75%;  (ii) a $75  million  Tranche A term loan
facility bearing interest at an annual rate of LIBOR plus 2.25% and (iii) a $200
million Tranche B term loan facility bearing interest at an annual rate of LIBOR
plus 2.50%.  The Senior  Credit  Facility also provides for up to $10 million of
letter of  credit  financings  and  short  term  borrowings  under a swing  line
facility of up to $5 million.

         On January 12, 2000, the Senior Credit  Facility was amended to provide
among  other  things,  that the $35 million  working  capital  revolving  credit
facility and the $125 million acquisition  revolving credit facility be combined
into a single revolving  credit facility without  increasing the total aggregate
amount of such revolving credit facility ($160 million),  which revolving credit
facility is available for general corporate purposes, including acquisitions.

        Interest on the Company's borrowings under the Senior Credit Facility is
payable quarterly in arrears with respect to Base Rate Loans and the last day of
each applicable  interest period with respect to Eurodollar  Loans and at a rate
per annum no greater  than the sum of the  Applicable  Base Rate Margin plus the
Base Rate or the sum of the  Applicable  Eurodollar  Margin plus the  Eurodollar
Rate (in each case, as defined in the Senior Credit Facility).

        At  March  31,  2000,  the  monthly  variable  LIBOR  interest  rate was
approximately 6.13%.

        To manage its exposure to fluctuations  in interest  rates,  the Company
entered into interest rate swap  agreements,  relating to its variable rate debt
portfolio. On February 23, 1998, the Company entered into a 33 month $75 million
notional  amount  interest rate swap  transaction  with Bankers Trust to fix the
monthly LIBOR interest rate under the Senior Credit  Facility at 5.71%. On March
2, 1998,  the Company  entered  into a 32 month,  $100 million  notional  amount
interest  rate  swap  transaction  with  First  Union to fix the  monthly  LIBOR
interest rate under a portion of the Senior Credit Facility at 5.83% (the "March
Swap  Agreement").  On April 7, 1998, the Company  entered into a 31 month,  $75
million notional amount interest rate swap transaction with Bankers Trust to fix
the monthly LIBOR interest rate under a portion of the Senior Credit Facility at
5.75%. On September 15, 1998, the Company amended the March Swap Agreement to

                                      -16-


<PAGE>



increase  the notional  amount to $175  million and to reduce the fixed  monthly
LIBOR interest rate to 5.515%. The new expiration date is November 15, 2002. The
Company does not use derivative financial instruments for trading purposes.

        Indebtedness  under the Senior Credit  Facility is secured by all of the
Company's  real and  personal  property.  Coinmach  Laundry has  guaranteed  the
indebtedness  under the Senior Credit  Facility and pledged to Bankers Trust, as
Collateral  Agent, its interests in all of the issued and outstanding  shares of
capital stock of Coinmach.

        The Senior Credit  Facility  contains a number of restrictive  covenants
and  agreements,   including  covenants  with  respect  to  limitations  on  (i)
indebtedness;  (ii) certain  payments (in the form of the declaration or payment
of certain  dividends or  distributions on the capital stock of Coinmach Laundry
or its  subsidiaries  or the purchase,  redemption or other  acquisition  of any
capital  stock  of  Coinmach  Laundry  or  its  subsidiaries);  (iii)  voluntary
prepayments of previously existing indebtedness; (iv) Investments (as defined in
the Senior Credit Facility); (v) transactions with affiliates; (vi) liens; (vii)
sales or purchases of assets;  (viii)  conduct of business;  (ix)  dividends and
other  payment  restrictions  affecting  subsidiaries;  (x)  consolidations  and
mergers; (xi) capital expenditures; (xii) issuances of certain equity securities
of the Company; and (xiii) creation of subsidiaries.  The Senior Credit Facility
also requires that the Company satisfy  certain  financial  ratios,  including a
maximum leverage ratio and a minimum consolidated interest coverage ratio.

        The Senior Credit Facility contains certain events of default, including
the  following:  (i) the  failure of the  Company to pay any of its  obligations
under the Senior Credit Facility when due; (ii) certain  failures by the Company
to pay principal or interest on indebtedness or certain  breaches or defaults by
the  Company  in  respect  of  certain  indebtedness,  in each  case,  after the
expiration  of any  applicable  grace  periods;  (iii)  certain  defaults by the
Company in the  performance or observance of the  agreements or covenants  under
the Senior Credit  Facility or related  agreements,  beyond any applicable  cure
periods;  (iv) the falsity in any material  respect of certain of the  Company's
representations  or  warranties  under the Senior Credit  Facility;  (v) certain
judgments  against  the  Company;  and (vi)  certain  events  of  bankruptcy  or
insolvency of the Company.

        Operating and Investing Activities

        The Company's level of indebtedness  will have several important effects
on its future  operations  including,  but not limited to, the following:  (i) a
significant  portion of the Company's cash flow from operations will be required
to pay interest on its indebtedness;  (ii) the financial  covenants contained in
certain of the agreements governing the Company's  indebtedness will require the
Company  to meet  certain  financial  tests and may limit its  ability to borrow
additional funds or to dispose of assets;  (iii) the Company's ability to obtain
additional  financing in the future for working capital,  capital  expenditures,
acquisitions  or  general  corporate  purposes  may be  impaired;  and  (iv) the
Company's  ability  to adapt to  changes  in the  outsourced  laundry  equipment
services industry and to economic conditions in general could be limited.

        As the Company has focused on  increasing  its cash flow from  operating
activities, it has made significant capital investments, consisting primarily of
capital expenditures  related to acquisitions,  renewals and growth. The Company
anticipates  that it will  continue  to utilize  cash flows from  operations  to
finance its capital  expenditures and working capital needs,  including interest
payments on its  outstanding  indebtedness.  Capital  expenditures  for the 2000
Fiscal Year were  approximately  $91.3  million  (including  approximately  $2.9
million  relating to capital  lease  obligations).  Of such amount,  the Company
spent  approximately  $25.3 million related to the net increase in the installed
base of machines of 28,400 machines.  The balance of approximately $63.1 million
(which consists of machine  expenditures,  advance location payments and laundry
room  improvements)  was used to maintain the  existing  machine base in current
locations  and through  replacement  of  discontinued  locations and for general
corporate  purposes.  The full impact on revenues and cash flow  generated  from
capital  expended on acquisitions and the net increase in the installed base are
not expected to be reflected in the Company's financial results until subsequent
reporting  periods,  depending on certain  factors,  including the timing of the
capital expended.  The Company anticipates that capital expenditures,  excluding
acquisitions  and internal  growth,  will be  approximately  $65 million for the
twelve months ending March 31, 2001.  While the Company  estimates  that it will
generate  sufficient cash flows from operations to finance  anticipated  capital
expenditures, there can be no assurances that it will be able to do so.

                                      -17-


<PAGE>



        The  Company's  working  capital  requirements  are, and are expected to
continue to be, minimal since a significant  portion of the Company's  operating
expenses are not paid until after cash is collected from the installed machines.
In connection with certain of the financing  agreements  governing the Company's
indebtedness,  the Company is required to make monthly cash interest payments as
required by the Senior Credit Facility and semi-annual cash interest payments as
required by the 11 3/4% Senior Notes.

        Management believes that the Company's future operating  activities will
generate  sufficient cash flow to repay  indebtedness  outstanding  under the 11
3/4% Senior Notes and borrowings  under the Senior Credit  Facility or to permit
any necessary  refinancings  thereof.  An inability of the Company,  however, to
comply with covenants or other conditions  contained in the indentures governing
the 11 3/4% Senior Notes or in the credit agreement evidencing the Senior Credit
Facility could result in an acceleration  of all amounts due thereunder.  If the
Company is unable to meet its debt service obligations,  it could be required to
take certain actions such as reducing or delaying capital expenditures,  selling
assets, refinancing or restructuring its indebtedness, selling additional equity
capital or other  actions.  There is no assurance that any of such actions could
be effected on  commercially  reasonable  terms or on terms  permitted under the
Senior Credit Facility or the indentures governing the 11 3/4% Senior Notes.

        Certain Accounting Treatment

        The  Company's  depreciation  and  amortization  expenses,   aggregating
approximately  $123.0  million  for the 2000  Fiscal  Year,  have the  effect of
reducing net income but not operating  cash flow. In accordance  with  generally
accepted  accounting  principles  generally  accepted  in the United  States,  a
significant  amount of the purchase price of businesses  acquired by the Company
is allocated to "contract  rights," which costs are amortized over periods of up
to 15 years.

OPTION GRANTS

        During  July and  September  1996,  the  Company  granted  non-qualified
options to (i) certain members of management and certain other  individuals (the
"1996  Options")  to  purchase  Common  Stock at a 15%  discount  to the initial
offering price of the Common Stock and (ii) two of its  disinterested  directors
(the "Independent  Director Options") to purchase an aggregate of 120,000 shares
of Common Stock at the initial offering price of the Common Stock. In September,
1997, the Company granted non-qualified options (the "1997 Options") to purchase
an aggregate of 200,000 shares of Common Stock to certain  members of management
at an exercise price of $11.90.  During May and July,  1998, the Company granted
248,500  non-qualified options to certain employees pursuant to the Stock Option
Plan and  31,244  non-qualified  stock  options  to a  director  of the  Company
(collectively, the "1998 Options") at exercise prices ranting from approximately
$22.31 to $23.05 per share. On May 5, 1999, the Company  repriced certain of the
1997 Options and 1998 Options. See "Executive Compensation - Report on Repricing
of  Options."   During  May  and  July,   1999,  the  Company   granted  258,744
non-qualified  options (the "1999  Options" and together  with the 1996 Options,
the Independent  Director  Options,  the 1997 Options and the 1998 Options,  the
"Options") to certain  directors  and officers of the Company at prices  ranging
from  approximately  $10.56  to  $11.69  per  share.  The  Company  records  the
difference   between  the  exercise  price  of  such  Options  (other  than  the
Independent  Director  Options) and the fair market value of the Common Stock on
the date of grant  as a  stock-based  compensation  charge  over the  applicable
vesting  period.  For the 2000 Fiscal Year,  the Company  recorded a stock-based
compensation charge of approximately $700,000 relating to the Options.

INFLATION AND SEASONALITY

        In general,  the Company's  laundry  operating  expenses and general and
administrative expenses are affected by inflation,  and the effects of inflation
that may be experienced by the Company in future  periods.  Management  believes
that  such  effects  have  not been nor will be  material  to the  Company.  The
Company's business generally is not seasonal.

                                      -18-


<PAGE>



FORWARD LOOKING STATEMENTS

        Certain statements and information contained in this Form 10-K and other
reports  and  statements  filed  by the  Company  from  time  to time  with  the
Securities and Exchange Commission (collectively,  "SEC Filings") contain or may
contain certain forward looking statements and information that are based on the
beliefs of the Company's  management as well as estimates and  assumptions  made
by, and information  currently available to, the Company's  management.  Forward
looking  statements  are those that are not historical  facts.  When used in SEC
Filings, the words "anticipate,"  "project,"  "believe,"  "estimate,"  "expect,"
"future,"  "intend,"  "plan"  and  similar  expressions,  as they  relate to the
Company or the Company's management,  identify forward looking statements.  Such
statements  reflect the  current  views of the  Company  with  respect to future
events and are subject to certain risks,  uncertainties and assumptions relating
to the Company's  operations  and results of  operations,  competitive  factors,
shifts in market demand,  and other risks and  uncertainties  that may be beyond
the Company's control. Such risks and uncertainties, together with any risks and
uncertainties  specifically  identified  in the text  surrounding  such  forward
looking  statements,  include,  but are not limited to, the Company's ability to
satisfy its debt  service  requirements,  the costs of  integration  of acquired
businesses  and  realization of anticipated  synergies,  increased  competition,
availability  of capital to finance capital  expenditures  necessary to increase
and maintain the Company's operating machine base, the rate of growth in general
and  administrative  expenses  due  to the  Company's  business  expansion,  the
Company's  dependence upon lease renewals,  risks of extended periods of reduced
occupancy  levels,  and the ability of the  Company to  implement  its  business
strategy,  including the acquisition and successful integration and operation of
acquired  businesses.  Other risks and  uncertainties  also  include  changes or
developments  in  social,  economic,   business,  industry,  market,  legal  and
regulatory circumstances and conditions and actions taken or omitted to be taken
by third parties,  including the Company's stockholders,  customers,  suppliers,
competitors,   legislative,   regulatory,   judicial   and  other   governmental
authorities.  Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect,  the Company's future performance
and actual results of operations may vary  significantly from those anticipated,
projected, believed, estimated, expected, intended or planned.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's  principal  exposure to market risk relates to changes in
interest  rates on its  borrowings.  The Company's  cash flow would be adversely
affected by an increase in interest rates. As of March 31, 2000, the Company had
approximately  $57.0  million  outstanding  relating to its  variable  rate debt
portfolio.

        The Company's  future  earnings,  cash flow and fair values  relevant to
financial  instruments are dependent upon prevalent market rates. Market risk is
the risk of loss from adverse  changes in market prices and interest  rates.  If
market rates of interest on the Company's  variable rate debt  increased by 2.0%
(or 200 basis points),  the Company's  annual  interest  expense would change by
approximately  $1.1 million,  assuming the amount outstanding was $57.0 million,
the  balance as of March 31,  2000.  The  Company  utilizes  interest  rate swap
agreements to manage its exposure to these risks.

        On February  23, 1998,  the Company  entered into a 33-month $75 million
notional  amount  interest rate swap  transaction  with Bankers Trust to fix the
monthly LIBOR interest rate under the Senior Credit  Facility at 5.71%. On March
2, 1998,  the Company  entered  into a 32-month,  $100 million  notional  amount
interest  rate  swap  transaction  with  First  Union to fix the  monthly  LIBOR
interest rate under a portion of the Senior Credit  Facility at 5.83%.  On April
7, 1998,  the Company  entered  into a 31-month,  $75  million  notional  amount
interest  rate swap  transaction  with  Bankers  Trust to fix the monthly  LIBOR
interest  rate  under a portion  of the  Senior  Credit  Facility  at 5.75%.  On
September 15, 1998,  the Company  amended the March 2, 1998 swap  agreement with
First Union to increase  the  notional  amount to $175 million and to reduce the
fixed monthly LIBOR interest rate to 5.515%. The new expiration date is November
15, 2002.

        The Company's  fixed debt  instruments  are not generally  affected by a
change  in the  market  rates of  interest,  and,  therefore,  such  instruments
generally do not have an impact on future earnings.  However, as fixed rate debt
matures,  future  earnings and cash flows may be impacted by changes in interest
rates related to debt acquired to fund repayments under maturing facilities.


                                      -19-


<PAGE>



        The Company does not use derivative  financial  instruments  for trading
purposes and is not exposed to foreign currency exchange risk.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Audited  consolidated  financial  statements  and the notes  thereto are
contained in pages F-1 through F-32 hereto.

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

None.

                                      -20-


<PAGE>



                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

        Section  16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  requires the Company's  executive officers and directors,  and
persons who own more than ten  percent of a  registered  class of the  Company's
equity  securities,  to file reports of ownership and changes in ownership  with
the SEC and the Nasdaq  National  Market.  Officers,  directors  and ten percent
stockholders  are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.

        Except as disclosed  below,  the Company  believes,  based solely on its
review of copies of such Section 16(a) forms received by it and based on written
representations from certain persons,  that no other reports were required to be
filed by such person,  that, during the Company's most recently completed fiscal
year, all filing  requirements  applicable to its officers,  directors,  and ten
percent stockholders were complied with.

         A report  reflecting  changes in  beneficial  ownership  required to be
filed on Form 4 was not  timely  filed  under  Section  16(a) on  behalf  of Mr.
Chapman with respect to the purchase of certain  shares of Common  Stock,  which
report was subsequently filed.


ELECTION OF DIRECTORS

        The Board is divided  into three  classes  of  directors.  Each class of
directors  is elected to serve for a term of three  years,  so that the terms of
office of approximately one-third of the directors will expire each year. At the
next  annual  meeting of  Coinmach  Laundry's  stockholders  (the  "2000  Annual
Meeting"), two directors are to be elected in Class III to hold office until the
2002 annual meeting of  stockholders  or until their  successors are elected and
qualified. The persons designated as nominees for election as directors in Class
III are Mitchell Blatt and Bruce V. Rauner. Each of such nominees is currently a
director of the Company.

        The Board of Directors  has not set the date,  place or time of the 2000
Annual  Meeting in light of the pending  offer  commenced on May 26, 2000 by CLC
Acquisition to acquire all of the Common Stock. The Offer,  unless extended or a
subsequent offering period is commenced, is scheduled to expire July 3, 2000. If
the Offer and Merger are  consummated in accordance  with their terms,  Coinmach
Laundry intends to deregister the Common Stock under the Securities and Exchange
Act of 1934, as amended,  in which case,  Coinmach  Laundry will not disseminate
proxy materials for the purpose of soliciting  proxies for the election of Class
III directors to its stockholders in respect of the 2000 Annual Meeting.  If the
Offer and Merger are not consummated  following the scheduled expiration date of
the tender offer period, or any extensions  thereof,  the Board will set a date,
place and time for the 2000 Annual Meeting and cause proxy materials,  including
a notice of  meeting,  to be  disseminated  to Coinmach  Laundry's  stockholders
promptly thereafter.

        Should any one or more of the nominees for election as directors  become
unable to serve for any  reason,  or will not serve,  the Board may,  unless the
Board  by  resolution  provides  for a lesser  number  of  directors,  designate
substitute  nominees,  in which event the persons named in the  Company's  proxy
statement will vote proxies that would otherwise be voted for all named nominees
for the election of such substitute nominee or nominees.

        Certain  information  with respect to each of the nominees and directors
relating to principal occupations and directorships,  and the approximate number
of shares of Common Stock  beneficially  owned by them,  directly or indirectly,
has been furnished to the Company by such nominees and directors.

        The following  table set forth the names and positions  with the Company
of the executive officers and directors of the Company.


                                      -21-


<PAGE>


<TABLE>
<CAPTION>

DIRECTORS:

                 NAME, PRINCIPAL OCCUPATION FOR THE PAST                                               DIRECTOR
                 FIVE YEARS, DIRECTORSHIPS                                         AGE                   SINCE
               -----------------------------------------                        ----------             --------
                     CLASS III DIRECTOR NOMINEES FOR
                          TERM EXPIRING IN 2002

<S>                                                                                 <C>                  <C>
MITCHELL BLATT.  Mr. Blatt has been President and Chief Operating                   48                   1995
Officer of the Company since April 1996 and of Coinmach Corporation,
a wholly-owned subsidiary of the Company ("Coinmach"), since
November 1995.  Mr. Blatt was the President and Chief Operating
Officer of The Coinmach Corporation ("TCC") from January 1995 to
November 1995.(1)  Mr. Blatt has been a director of the Company and
Coinmach since November 1995.  Mr. Blatt joined TCC's predecessor,
Coinmach Industries Co., L.P. , as Vice President-General Manager in
1982 and was Vice President and Chief Operating Officer from 1988 to
1994.

BRUCE V. RAUNER.  Mr. Rauner has been a director of the Company                     44                   1995
since April 1995.  Mr. Rauner was a director of Coinmach from
November 1995 to November 1996 and a director of TCC from January
1995 to November 1995.  Mr. Rauner has been a Principal and General
Partner with GTCR since 1984, where he is responsible for originating
and making new investments, monitoring portfolio companies and
recruiting and training associates.

                    INCUMBENT CLASS I DIRECTORS WHOSE
                           TERMS EXPIRE IN 2000

STEPHEN R. KERRIGAN.  Mr. Kerrigan has been Chief Executive Officer                  46                  1995
of the Company since April 1996 and of Coinmach since November
1995.  Mr. Kerrigan was President and Treasurer of Solon Automated
Services, Inc. ("Solon") and the Company from April 1995 until April
1996, and Chief Executive Officer of TCC from January 1995 until
November 1995.  Mr. Kerrigan has been a director and Chairman of the
Board of the Company since April 1995 and of Coinmach since
November 1995.  Mr. Kerrigan was a director of TCC from January
1995 to November 1995 and a director of Solon from April 1995 to
November 1995.  Mr. Kerrigan served as Vice President and Chief
Financial Officer of TCC's predecessor, Coinmach Industries Co., L.P.,
from 1987 to 1994.

DAVID A. DONNINI.  Mr. Donnini has been a director of the Company                   35                   1995
since April 1995.  Mr. Donnini was a director of Coinmach from
November 1995 to November 1996 and a director of TCC from January
1995 to November 1995.  Mr. Donnini has been a Principal of GTCR
since 1993.
</TABLE>

--------
(1)  On November 30, 1995,  TCC merged with and into Solon (the "Solon  Merger")
     and  entered  into a series  of  refinancing  transactions,  whereupon  the
     surviving corporation changed its name to "Coinmach  Corporation." Coinmach
     Corporation is the principal operating subsidiary of the Company.


                                      -22-


<PAGE>


<TABLE>
<CAPTION>

                 NAME, PRINCIPAL OCCUPATION FOR THE PAST                                               DIRECTOR
                 FIVE YEARS, DIRECTORSHIPS                                         AGE                   SINCE
               -----------------------------------------                        ----------             --------
                      INCUMBENT CLASS III DIRECTORS
                        WHOSE TERMS EXPIRE IN 2001

<S>                                                                                 <C>                  <C>
DR. ARTHUR B. LAFFER.  Dr. Laffer has been a director of the Company                59                   1996
since September 1996.

STEPHEN G. CERRI.  Mr. Cerri has been a director of the Company since               64                   1996
September 1996.

JAMES N. CHAPMAN.  Mr. Chapman has been a director of the Company                   38                   1995
since April 1995.  Mr. Chapman was a director of Coinmach from
November 1995 to November 1996 and a director of TCC from January
1995 to November 1995.


EXECUTIVE OFFICERS

        The  following  table  sets  forth  certain  information  regarding  the
executive officers of the Company:
</TABLE>

<TABLE>
<CAPTION>
         NAME                   AGE                   TITLE
         ----                  ----                   -----
<S>                             <C>     <C>
Stephen R. Kerrigan             46      Chairman of the Board and Chief Executive Officer, Director
Mitchell Blatt                  48      President, Chief Operating Officer, Director
Robert M. Doyle                 43      Chief Financial Officer, Senior Vice President, Treasurer, Secretary
John E. Denson                  62      Senior Vice President--Corporate Development
Michael E. Stanky               48      Senior Vice President
</TABLE>


        For additional  information  regarding  Messrs.  Kerrigan and Blatt, see
"ELECTION OF DIRECTORS" above.

        MR.  DOYLE has been Chief  Financial  Officer,  Senior  Vice  President,
Treasurer and  Secretary of the Company  since April 1996 and of Coinmach  since
November  1995.  Mr. Doyle has been a director of Coinmach  since November 1995.
Mr. Doyle served as Vice President,  Treasurer and Secretary of TCC from January
1995 to November 1995. Mr. Doyle joined TCC's predecessor in 1987 as Controller.
In 1988, Mr. Doyle became  Director of  Accounting,  and was promoted in 1989 to
Vice President and Controller.

        MR.  DENSON has been Senior Vice  President  of the Company  since April
1996 and of Coinmach since November 1995. Mr. Denson was Senior Vice  President,
Finance of Solon from June 1987 until November 1995. Mr. Denson has served as an
officer of Solon under various  titles since 1973,  and served as a director and
Co-Chief Executive Officer of Solon from November 1994 to April 1995.

        MR.  STANKY has been Senior Vice  President  of the Company  since April
1996 and of Coinmach since November 1995. Mr. Stanky was a Senior Vice President
of Solon from July 1995 to November  1995.  Mr.  Stanky  served Solon in various
capacities  since  1976,  and in  1985  was  promoted  to  Area  Vice  President
responsible for Solon's  South-Central  Region.  Mr. Stanky served as a Co-Chief
Executive Officer of Solon from November 1994 to April 1995.


                                      -23-


<PAGE>



ITEM 11.          EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

        The following table sets forth all compensation awarded to, earned by or
paid to the Chief  Executive  Officer and the next four most highly  compensated
executive officers of the Company (collectively, the "Named Executive Officers")
who had annual  compensation in excess of $100,000 for all services  rendered in
all  capacities  for the fiscal years ended March 31,  1998,  March 31, 1999 and
March 31, 2000.

<TABLE>
<CAPTION>

                                                                ANNUAL                                         LONG-TERM
                                                             COMPENSATION                                     COMPENSATION
                                          ---------------------------------------------------       ------------------------------
                                                                                                    COMMON STOCK
                                                                                 OTHER ANNUAL        UNDERLYING      ALL OTHER
                                          FISCAL        SALARY      BONUS        COMPENSATION         OPTIONS       COMPENSATION
NAME AND PRINCIPAL POSITION                YEAR          ($)         ($)               ($)              (#)               ($)
-------------------------------------     ------       -------    --------       ------------       ------------    -------------
<S>                                        <C>         <C>         <C>             <C>                <C>             <C>
Stephen R.  Kerrigan                       2000        350,000     400,000         115,956(1)           50,000        2,972(12)
   Chief Executive Officer                 1999        350,000     400,000         121,740(2)           50,000        2,121(12)
                                           1998        350,000     400,000          83,870(3)           --            1,929(12)

Mitchell Blatt                             2000        300,000     250,000          66,281(4)           30,000        2,553(12)
   President, Chief Operating Officer      1999        300,773     150,000          65,575(5)           30,000        1,957(12)
                                           1998        268,530     280,000          62,680(6)          100,000        2,073(12)

Robert M.  Doyle                           2000        193,942     125,000          12,052(7)           20,000        2,124(12)
   Chief Financial Officer                 1999        175,000      87,500          --                  20,000        1,190(12)
                                           1998        169,438     175,000          --                 100,000        2,030(12)

John E.  Denson                            2000        125,000      32,500          26,863(8)           10,000        1,456(12)
   Senior Vice President                   1999        125,500      25,000          47,868(9)            5,000        1,359(12)
                                           1998        125,000      30,000         74,828(10)           --            1,586(12)

Michael E.  Stanky                         2000        175,000      87,500          3,526(11)           10,000        2,009(12)
   Senior Vice President                   1999        175,000      87,500          --                  10,000        1,928(12)
                                           1998        164,793     175,000          --                 153,521        2,145(12)
</TABLE>

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

(1)  Includes $98,118 in forgiven indebtedness;  $3,750 in interest,  calculated
     at a rate of 7.5% per annum on a loan made by the Company to Mr.  Kerrigan;
     $12,660 in club membership fees; and $1,428 in life insurance premiums paid
     by the Company on behalf of Mr. Kerrigan.

(2)  Includes $98,118 in forgiven indebtedness;  $3,750 in interest,  calculated
     at a rate of 7.5% per annum on a loan made by the Company to Mr.  Kerrigan;
     $4,265 in automobile allowance; $14,500 in club membership fees; and $1,107
     in life insurance premiums paid by the Company on behalf of Mr. Kerrigan.

(3)  Includes $45,393 in forgiven indebtedness;  $3,750 in interest,  calculated
     at a rate of 7.5% per annum on a loan made by the Company to Mr.  Kerrigan;
     $26,593 for  reimbursement of certain  out-of-pocket  relocation  expenses;
     $3,643 in automobile allowances; $3,335 in club membership fees; and $1,156
     in life insurance premiums paid by the Company on behalf of Mr. Kerrigan.

(4)  Includes $48,118 in forgiven indebtedness; $2,813 in automobile allowances;
     $14,050 in club membership fees; and $1,300 in life insurance premiums paid
     by the Company on behalf of Mr. Blatt.

(5)  Includes $48,118 in forgiven indebtedness; $3,312 in automobile allowances;
     $13,300 in club membership  fees; and $845 in life insurance  premiums paid
     by the Company on behalf of Mr. Blatt.

(6)  Includes $45,393 in forgiven indebtedness; $3,687 in automobile allowances;
     $12,700 in club membership  fees; and $900 in life insurance  premiums paid
     by the Company on behalf of Mr. Blatt.

(7)  Includes $10,259 in forgiven indebtedness; $1,213 in automobile allowances;
     and $580 in life  insurance  premiums  paid by the Company on behalf of Mr.
     Doyle.

                                      -24-


<PAGE>



(8)  Includes $20,000 in forgiven indebtedness;  $3,800 in interest,  calculated
     at a rate of 9.5% per annum on a loan made by the  Company  to Mr.  Denson;
     $1,463 in automobile allowance;  and $1,600 in life insurance premiums paid
     by the Company on behalf of Mr. Denson.

(9)  Includes $20,000 in forgiven indebtedness;  $5,700 in interest,  calculated
     at a rate of 9.5% per annum on a loan made by the  Company  to Mr.  Denson;
     $19,577 for  reimbursement of certain  out-of-pocket  relocation  expenses;
     $1,525 in automobile allowances; and $1,066 in life insurance premiums paid
     by the Company on behalf of Mr. Denson.

(10) Includes  $7,600  in  imputed  interest,  calculated  at a rate of 9.5% per
     annum, on an interest free loan made by the Company to Mr. Denson;  $48,691
     for reimbursement of certain  out-of-pocket  relocation  expenses;  $796 in
     automobile allowances;  $984 in life insurance premiums paid by the Company
     on behalf of Mr.  Denson;  and $16,757 in net proceeds from the exercise of
     options  and  sale of  2,457  underlying  shares  of  Common  Stock  in the
     Secondary  Offering in December 1997 (equal to the  difference  between the
     applicable  exercise  price  of such  options  and the  sale  price  of the
     underlying shares of Common Stock, net of commissions).

(11) Includes $2,455 in forgiven indebtedness; $243 in automobile allowance; and
     $828 in life  insurance  premiums  paid by the  Company  on  behalf  of Mr.
     Stanky.

(12) Represents matching contributions made by the Company to the 401(k) Plan.


EMPLOYMENT CONTRACTS

        Employment Agreements of Stephen R. Kerrigan,  Mitchell Blatt and Robert
M. Doyle.  On January 31, 1995,  TCC and each of Stephen R.  Kerrigan,  Mitchell
Blatt and  Robert M. Doyle  (each,  a "Senior  Manager"),  entered  into  Senior
Management Agreements  (collectively,  the "Senior Management  Agreements").  In
connection  with the Solon  Merger,  the  obligations  of TCC  under the  Senior
Management  Agreements  were assumed by Coinmach and certain  amendments to such
agreements were effected pursuant to the Omnibus Agreement, dated as of November
30, 1995 (the "Omnibus  Agreement").  The Senior  Management  Agreements  (after
giving  effect to base salary  increases  thereunder)  provides  for annual base
salaries of $350,000,  $300,000 and $200,000 for each of Messrs. Kerrigan, Blatt
and Doyle,  respectively,  which  amounts  are  reviewed  annually by the Board.
During the fiscal year ended March 31, 2000, the Compensation Committee approved
annual base salaries for each of Messrs.  Kerrigan, Blatt and Doyle of $350,000,
$300,000 and $200,000,  respectively.  The Board,  in its sole  discretion,  may
grant each Senior Manager an annual bonus. Each Senior  Management  Agreement is
terminable at the will of the Senior Managers or at the discretion of the Board.
Senior  Managers  are  entitled  to  severance  pay  upon  termination  of their
employment. If employment is terminated by the Company without Cause (as defined
in the Senior Management  Agreements) and no event of default has occurred under
any bank credit  facility to which the Company is a party,  Senior  Managers are
entitled  to  receive  severance  pay in an  amount  equal  to 1.5  times  their
respective  annual base  salaries  then in effect,  payable in 18 equal  monthly
installments. If employment is terminated by the Company and an event of default
has  occurred  and is  continuing  under any bank  credit  facility to which the
Company is a party,  Senior Managers are entitled to receive severance pay in an
amount equal to their respective annual base salaries then in effect, payable in
12 equal monthly installments. Under limited circumstances,  Senior Managers are
entitled  to  receive  half of the  severance  pay to which  they are  otherwise
entitled if employment with the Company is terminated by them.

        EMPLOYMENT  AGREEMENT  OF JOHN E.  DENSON.  The Company  entered into an
employment  agreement with Mr. Denson, dated as of September 5, 1996, for a term
of one year which is automatically  renewable each year for successive  one-year
terms. Such agreement provided for an annual base salary of $110,000, commencing
January 1, 1997,  which  amount is to be  reviewed  each  December by the Board.
During the fiscal year ended March 31, 2000, the Compensation Committee approved
an annual  base  salary  for Mr.  Denson of  $125,000.  The  Board  may,  in its
discretion,  grant Mr. Denson a performance-based annual bonus. The agreement is
terminable  at the will of Mr. Denson or at the  discretion of the Board.  Under
the terms of such  employment  agreement,  Mr.  Denson is  entitled  to  receive
severance pay upon  termination  of employment by the Company  without Cause (as
defined in such  agreement) in an amount equal to the greater of $110,000 or his
annual base salary then in effect.

         EMPLOYMENT AGREEMENT OF MICHAEL E. STANKY. On July 1, 1995, the Company
entered into an  employment  agreement  with Mr.  Stanky  which  provided for an
annual  base  salary  of  $150,000.  The terms and  conditions  of Mr.  Stanky's
employment agreement are substantially  similar to those contained in the Senior
Management  Agreements.  During  the  fiscal  year  ended  March 31,  2000,  the
Compensation  Committee  approved  an  annual  base  salary  for Mr.  Stanky  of
$175,000.

                                      -25-


<PAGE>



        CHANGE  IN  CONTROL  ARRANGEMENTS  - Stock  Options.  In the  event of a
"change of control" of the Company,  all  outstanding  stock options  granted to
MCS, a corporation  controlled by Mr. Kerrigan, and Messrs. Doyle and Blatt will
become exercisable in full.  Pursuant to the applicable stock option agreements,
a "change in control" shall occur when (i) the Company at any time ceases to own
directly 100% of the capital stock of Coinmach, (ii) any "person" or "group" (as
such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended),  excluding Golder, Thoma, Cressey,  Rauner Inc. or any entity
controlled thereby ("GTCR"), is or becomes the "beneficial owner" (as defined in
Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly,  of a
greater percentage of Common Stock than is owned by GTCR at such time, (iii) the
Board ceases to consist of a majority of the directors of the Company on January
8, 1997 and such other  directors  (collectively,  the  "Continuing  Directors")
whose nomination for election to the Board is recommended by the then Continuing
Directors,  or (iv) the Company or Coinmach (or any  successor of the Company or
Coinmach  by  merger or other  business  combination)  at any time  sells all or
substantially all of its assets.

401(K) SAVINGS PLAN

        The Company  offers a 401(k)  savings  plan (the  "401(k)  Plan") to all
current  eligible  employees of the Company who have  completed  three months of
service. Pursuant to the 401(k) Plan, eligible employees may defer from 2% up to
15% of their  salaries up to a maximum level  imposed by applicable  federal law
($10,500 in 2000).  The  percentage of  compensation  contributed to the plan is
deducted  from each  eligible  employee's  salary  and  considered  tax-deferred
savings under  applicable  federal income tax law.  Pursuant to the 401(k) Plan,
the Company contributes  matching  contribution amounts (subject to the Internal
Revenue Code limitation on compensation  taken into account for such purpose) of
25% of the amount  contributed  to the 401(k)  Plan by the  respective  eligible
employee.   Eligible   employees   become   vested  with   respect  to  matching
contributions  made by the Company  pursuant to a vesting schedule based upon an
eligible  employee's years of service.  After two years of service,  an eligible
employee is 20% vested in all  matching  contributions  made to the 401(k) Plan.
Such employee  becomes vested in equal increments  thereafter  through the sixth
year of service,  at which time such  employee  becomes  100%  vested.  Eligible
participants  are  always  100%  vested  in their own  contributions,  including
investment earnings on such amounts.

        The Company made the following matching  contributions during its fiscal
year ended  March 31,  2000 to the Named  Executive  Officers  appearing  in the
Summary  Compensation  Table above: Mr. Kerrigan $2,972;  Mr. Blatt $2,553;  Mr.
Doyle $2,124; Mr. Denson $1,456; and Mr. Stanky $2,009.


                                      -26-


<PAGE>



OPTION GRANTS IN LAST FISCAL YEAR

        The following table sets forth certain information  concerning grants of
stock options approved by the Plan Administration and Compensation Committee and
made during the fiscal year ended March 31, 2000 to each of the Named  Executive
Officers.
<TABLE>
<CAPTION>

                                              PERCENTAGE                                           POTENTIAL-REALIZABLE VALUE AT
                                               OF TOTAL                                             ASSUMED ANNUAL RATES OF SHARE
                                               OPTIONS                   MARKET                    PRICE APPRECIATION FOR OPTION
                                              GRANTED TO                PRICE PER                             TERMS ($)(2)
                                NUMBER OF     EMPLOYEES     EXERCISE    SHARE ON                   --------------------------------
                                OPTIONS       IN FISCAL     PRICE PER   DATE OF      EXPIRATION
         NAME                   GRANTED         YEAR(1)     SHARE ($)   GRANT ($)       DATE            0%          5%        10%
--------------------------      ---------     ----------    ---------   --------     ----------      -------     -------    -----
<S>                             <C>              <C>        <C>         <C>            <C>           <C>         <C>        <C>
Stephen R. Kerrigan             50,000(3)       19.3%      10.56       13.0           5/05/03       122,000     301,583    518,832
   Chief Executive Officer

Mitchell Blatt                  30,000(4)       11.6%      10.56       13.0           5/05/03        73,200     107,750    311,299
   President, Chief
   Operating Officer

Robert M. Doyle                 20,000(5)        7.1%      10.56       13.0           5/05/03        48,800      71,833    207,533
   Chief Financial Officer

Michael E. Stanky               10,000(6)        3.9%      10.56       13.0           5/05/03        24,400      35,917    103,766
   Senior Vice President

John E. Denson                  10,000(7)        3.9%      10.56       13.0           5/05/03        24,400      35,917    103,766
   Senior Vice President
</TABLE>

---------------------------
(1)  A total of 258,744  options were granted to employees of the Company during
     the fiscal year ended March 31, 2000.

(2)  These amounts represent certain assumed rates of appreciation  only. Actual
     gains,  if any, on stock option  exercises  are  dependent  upon the future
     market  performance  of Common  Stock and the date on which the options are
     exercised.  The values  represented  in this table may not  necessarily  be
     achieved.

(3)  10,000 shares underlying the options are immediately  exercisable,  and the
     remaining  shares  become  exercisable  in four equal  annual  installments
     commencing on May 5, 2000.

(4)  6,000 shares  underlying the options are immediately  exercisable,  and the
     remaining  shares  become  exercisable  in four equal  annual  installments
     commencing on May 5, 2000.

(5)  4,000 shares  underlying the options are immediately  exercisable,  and the
     remaining  shares  become  exercisable  in four equal  annual  installments
     commencing on May 5, 2000.

(6)  2,000 shares  underlying the options are immediately  exercisable,  and the
     remaining  shares  become  exercisable  in four equal  annual  installments
     commencing on May 5, 2000.

(7)  2,000 shares  underlying the options are immediately  exercisable,  and the
     remaining  shares  become  exercisable  in four equal  annual  installments
     commencing on May 5, 2000.

                                      -27-


<PAGE>



FISCAL YEAR-END OPTIONS AND OPTION VALUES

        The following table presents certain information  relating to the number
and  value  of  unexercised  stock  options  beneficially  owned  by each  Named
Executive Officer as of March 31, 2000. None of the Named Executive Officers who
owned options to purchase Common Stock during the 2000 Fiscal Year exercised any
of such options during such period.
<TABLE>
<CAPTION>

                                              NUMBER OF SECURITIES                       VALUE OF UNEXERCISED
                                             UNDERLYING UNEXERCISED                      IN-THE-MONEY OPTIONS
                                           OPTIONS AT FISCAL YEAR END                     AT FISCAL YEAR END
                                                      (#)                                          ($)(1)
                                           ---------------------------                ------------------------------
        NAME                                  EXERCISABLE          UNEXERCISABLE      EXERCISABLE      UNEXERCISABLE
--------------------------                    ------------         -------------      ------------     -------------
<S>                                           <C>                 <C>                 <C>             <C>
Stephen R. Kerrigan                             246,479(2)              61,619(2)           0               0
Chief Executive Officer                          20,000(3)              30,000(3)           0               0
                                                 20,000(4)              30,000(4)           0               0
Mitchell Blatt                                   12,000(3)              18,000(3)           0               0
President, Chief  Operating                      60,000(5)              40,000(5)           0               0
Officer                                          80,000(6)              20,000(6)           0               0
                                                 12,000(4)              18,000(4)           0               0
Robert M. Doyle                                  57,512(2)              14,378(2)           0               0
Chief Financial Officer                           8,000(3)              12,000(3)           0               0
                                                 60,000(5)              40,000(5)           0               0
                                                  8,000(4)              12,000(4)           0               0
John E. Denson                                   23,005(2)               5,751(2)           0               0
Senior Vice President                             3,000(7)               2,000(7)           0               0
                                                  4,000(4)               6,000(4)           0               0
Michael E. Stanky                                82,817(2)              20,704(2)           0               0
Senior Vice President                            40,000(6)              10,000(6)           0               0
                                                  6,000(8)               4,000(8)           0               0
                                                  4,000(4)               6,000(4)           0               0
</TABLE>

-----------

(1)  The value of unexercised  in-the-money options, whether or not exercisable,
     equals the  difference  between  the fair market  value of such  options at
     fiscal  year-end and the exercise price of such options.  The closing price
     per share of Common  Stock as  reported  on the Nasdaq  National  Market on
     March 31, 2000 was $10.25.  The exercise price per share of options granted
     on July 23, 1996 and options  granted on September  5, 1997 is $11.90.  The
     exercise  price per share of  options  granted on August 8, 1996 is $14.00.
     The  exercise  price  range per share of options  granted on May 4, 1998 is
     $14.00 - $22.31.  The exercise  price per share of options  granted on July
     14, 1998 is $23.05.  The exercise price per share of options granted May 5,
     1999 is approximately  $10.56.  Accordingly,  as of March 31, 2000, none of
     the  unexercised   options  held  by  the  Named  Executive  Officers  were
     in-the-money.

(2)  These  options  were  granted on July 23,  1996 and are  exercisable  at an
     exercise price of $11.90 per share.

(3)  These  options  were  granted on July 14,  1998 and are  exercisable  at an
     exercise price of approximately $23.05 per share.

(4)  These  options  were  granted  on May 5,  1999  and are  exercisable  at an
     exercise price of approximately $10.56 per share.

(5)  These options were granted on September 5, 1997 and are  exercisable  at an
     exercise price of $11.90 per share.

(6)  These  options  were  granted on August 8, 1996 and are  exercisable  at an
     exercise price of $14.00 per share.

(7)  These  options  were  granted  on May 4,  1998  and are  exercisable  at an
     exercise price of approximately $14.00 per share.

(8)  These  options  were  granted  on May 4,  1998  and are  exercisable  at an
     exercise price of approximately $22.31 per share.


                                      -28-


<PAGE>



REPORT ON REPRICING OF OPTIONS

        On May 5, 1999,  consistent with the  compensation  policies  originally
adopted by the  Company,  the Company  resolved to reprice  certain  outstanding
stock options under the Plan (the  "Repricing").  Eligible options were repriced
to $14.00 per  share.  The  repriced  exercise  price was at a premium  over the
market price of the Company's stock on the date of the Repricing. On the date of
the  Repricing,  the  Company's  Common  Stock  closed at $13.00 per share.  The
Repricing  did not  change  any other term of the  eligible  options,  including
vesting.  The Repricing was not offered to executive officers in the program but
was offered to a broad base of the  Company's  non-executive  officers and other
employees holding options under the Plan. As part of the repricing, the exercise
price of the options was reduced to $14.00,  an amount  slightly  above the then
fair  market  value of the  Company's  stock on the  date of the  Repricing,  as
measured by the closing price of the Common Stock on such date on NASDAQ.

        Management  believes  it is  important  to provide  key  employees  with
appropriate   incentives  in  recognition  of  continued  service  and  valuable
contributions.  Management  believes  that  the  receipt  of  options  generally
increases  employee  morale  and leads to  retention  by the  Company of its key
employees.  At the time of the Repricing,  the trading range of the Common Stock
had declined  significantly in comparison to the exercise prices of the repriced
options due  primarily to a downturn in general  market  conditions.  Management
believes that the Repricing restored the incentive value of the repriced options
to the holders of such options and that, as such,  the Repricing was in the best
interest of the Company's stockholders.

        Management  believes  that  compensation  for  the  Company's  executive
officers and key  employees  should be  determined in a manner that attracts and
retains  highly  qualified  employees  while  building  value for the  Company's
stockholders.  While  the  Compensation  Committee  may rely  upon  quantitative
measures  or other  measurable  objective  criteria,  such as  earnings or other
indicia of financial performance, in reaching compensation  determinations,  the
Compensation  Committee  evaluates  an  individual's   performance  and  reaches
compensation  decisions  based upon a  subjective  and careful  analysis of each
individual's   specific   contributions   to  the   Company   as   well  as  the
recommendations of the Company's chief executive officer. It is the Compensation
Committee's  belief that the substantial  voluntary stock ownership  position of
the  Company's  executive  officers and key  employees  is an  extremely  strong
indication of the alignment of the  Company's  employees'  interest with that of
the Company's  stockholders.  Other than the  Repricing  that occurred on May 5,
1999, the Company has not repriced any options held by its employees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        During the fiscal year ended March 31, 2000, the Compensation  Committee
was comprised of Dr. Laffer and Messrs. Cerri and Donnini. None of Dr. Laffer or
Messrs. Cerri and Donnini have been an employee or officer of the Company or any
of its subsidiaries. Mr. Donnini is principal of Golder, Thoma, Cressey, Rauner,
Inc., the general partner of GTCR IV.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

        The  Compensation  Committee  of the  Board  of  Directors,  none of the
members of which is employed by the Company, reviews, evaluates and approves the
structure and implementation of the Company's  compensation system for executive
officers.  The  Compensation  Committee  also  determines the form and amount of
compensation for the chief executive officer and other executive  officers.  Dr.
Laffer and Messrs. Cerri and Kerrigan served on the Compensation Committee until
November 1, 1996, at which time the Compensation  Committee was reconstituted at
the direction of the Board of Directors and is presently comprised of Dr. Laffer
and Messrs.  Cerri and Donnini.  The Board also maintains a Plan  Administration
and Compensation  Committee  consisting of Messrs.  Donnini and Rauner,  each of
whom  qualify as an "outside  director"  for  purposes of Section  162(m) of the
Internal  Revenue Code of 1986,  as amended,  which is authorized to take action
with respect to stock option  grants under the Option Plan and the 1998 Employee
Stock Purchase Plan.

                                      -29-


<PAGE>



        The Executive Compensation Program

        The  executive   compensation  program  is  a  performance  and  rewards
compensation  system  consisting  of base  salaries and  incentives  (annual and
long-term)  that pay  executives  for the  achievement  of levels of performance
designed to  increase  the  stockholder  value of the  Company.  The system also
enables the Company to hire,  retain and motivate  high-quality  executives  who
meet the  immediate  business  challenges  and  improve the  performance  of the
Company and is  designed to pay base  salaries  and provide  total  compensation
opportunities which reward each executive for such executive's  contributions to
the Company's successes.

        While the Compensation  Committee may rely upon quantitative measures or
other  measurable  objective  criteria,  such as  earnings  or other  indicia of
financial performance, in reaching compensation determinations, the Compensation
Committee evaluates  executive  performance and reaches  compensation  decisions
based upon a  subjective  and  careful  analysis  of each  executive's  specific
contributions  to the Company as well as the  recommendations  of the  Company's
chief executive officer.

        The Company  does not  require its  officers to own any amount of Common
Stock,  nor does the Company  maintain a stock  retention  policy for  officers.
However,  it  is  the  Compensation  Committee's  belief  that  the  substantial
voluntary stock  ownership  position of the Company's  executive  officers is an
extremely strong indication of the alignment of the Company's officers' interest
with that of the Company's stockholders.

        Base Salaries

        In determining the base salaries of executive officers, the Compensation
Committee takes into consideration the level of responsibility and experience of
each  executive  officer and the knowledge and skill  required.  Each year,  the
executive's  performance is evaluated and any base salary adjustment is based on
an evaluation of the individual's  performance and contribution.  Each year, the
chief executive officer makes recommendations with respect to salary adjustments
for all executive officers,  which recommendations are reviewed,  modified where
appropriate and approved or rejected by the Compensation  Committee.  During the
fiscal year ended March 31, 2000, the  Compensation  Committee  approved  annual
base salaries for each of Messrs.  Blatt,  Doyle, Stanky and Denson of $300,000,
$200,000, $175,000 and $125,000, respectively.

        Annual Incentives

        The  Compensation  Committee  grants  bonuses to  executive  officers in
recognition  of their efforts to position the Company to achieve  future growth.
After  reviewing  individual  performances,  the chief  executive  officer makes
recommendations  with  respect  to bonuses  and other  incentive  awards.  These
recommendations are reviewed and, to the extent determined appropriate, approved
by the Compensation Committee. Annual incentive awards in respect of performance
during the past fiscal  year have not yet been  determined  by the  Compensation
Committee.

        Long-Term Incentives

        Stock  option   grants  under  the  Option  Plan  are  made  to  provide
performance-based   incentives  that  reward  executives  as  stockholder  value
increases.  This long-term  incentive  opportunity is also intended to promote a
sense of ownership on the part of executives  and key employees and to establish
alignment  with  stockholders.  During the fiscal year ended March 31, 2000, the
Compensation Committee approved stock option grants to Messrs.  Kerrigan,  Blatt
and  Doyle,  Denson and  Stanky of  50,000,  30,000 , 20,000,  10,000 and 10,000
options,  respectively,  at an exercise price of  approximately  $10.563,  which
options vest in five equal annual installments commencing on the date of grant.

        Compensation Arrangements

        From time to time, the Company enters into employment contracts or other
compensation arrangements with executives. Currently, the Company has employment
agreements with Messrs. Kerrigan, Blatt, Doyle, Stanky and

                                      -30-


<PAGE>



Denson and certain other key  employees.  The terms of all such  agreements  are
summarized under the heading "EXECUTIVE COMPENSATION-Employment Contracts."

         Compensation of the Chief Executive Officer

        Total  compensation  (consisting  of base salary,  annual  incentive and
long-term incentives) for Stephen R. Kerrigan,  the chairman and chief executive
officer of the  Company,  is based on a variety of factors  discussed  below.  A
significant  factor  taken  into  account  by  the  Compensation   Committee  in
determining Mr. Kerrigan's  compensation was Mr. Kerrigan's performance as chief
executive officer and his contribution to the Company and its stockholders.

        Mr.  Kerrigan's  compensation  remained  constant during the past fiscal
year. In May 1999, the Compensation  Committee  determined to award Mr. Kerrigan
annual  incentive  compensation  in the form of a bonus of $400,000 based on Mr.
Kerrigan's effective leadership and significant strategic accomplishments and on
its assessment of Mr. Kerrigan's individual  performance and contribution during
the fiscal year ended March 31, 1999.  The  Compensation  Committee  has not yet
determined  the amount of any change in base  salary,  annual bonus or long term
incentive  compensation  to be paid to Mr.  Kerrigan  for  his  performance  and
contributions during the current fiscal year.

        Impact of Section 162(m) of the Code

        The Committee notes that Section 162(m) of the Internal  Revenue Code of
1986,  as  amended  (the  "Code")   limits,   in  certain   circumstances,   the
deductibility of certain compensation,  including stock-based  compensation,  in
excess of $1 million paid to top  executives  by public  companies.  None of the
compensation  paid to the executive  officers named in the Summary  Compensation
Table  exceeded the  threshold  for  deductibility  under  Section  162(m).  See
"EXECUTIVE  COMPENSATION - Summary  Compensation  Table" above. The Compensation
Committee  reviews  the  potential  effect of Section  162(m)  periodically  and
evaluates its effect on compensation paid to the Company's executive officers.

The Compensation Committee

David A. Donnini
Dr. Arthur B. Laffer
Mr. Stephen G. Cerri


                                      -31-


<PAGE>




STOCK PERFORMANCE GRAPH

        The graph below compares the cumulative total stockholder  return of the
Company from July 23, 1996 through  March 31, 2000 (the last day that the Nasdaq
National  Market  was open  during  the  Company's  2000  fiscal  year) with the
cumulative total return of the NASDAQ Composite Index and the Russell 2000 Index
for the same  periods.  The graph  assumes the  investment  of $100 in shares of
Common Stock,  the NASDAQ Composite Index and the Russell 2000 Index on July 23,
1996,  the  date  of the  initial  public  offering  of  the  Company,  and  the
reinvestment of all distributions and dividends.

<TABLE>
<CAPTION>
                                      COMPARISON OF CUMULATIVE TOTAL RETURN OF COINMACH LAUNDRY
                                     CORPORATION, NASDAQ COMPOSITE INDEX AND RUSSELL 2000 INDEX

[GRAPHIC OMMITTED]

                         JULY   SEPT.    DEC.     MAR.     JUNE    SEPT.    DEC.    MAR.     JUNE    SEPT.   DEC.     MAR.   MAR.
                          23,    30,      31,     27,       27,     26,      26,     31,      30,     30,     31,      31,   31,
                         1996   1996     1996     1997     1997    1997     1997    1998     1998    1998    1998     1999   2000
                         ----   ----     ----     ----     ----    ----     ----    ----     ----    ----    ----     ----   ----
<S>                      <C>     <C>     <C>      <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>   <C>

Coinmach Laundry         $100    $144    $124     $121     $184    $176     $175    $151     $173     $71     $93      $73    $71
Corporation

NASDAQ Composite Index   $100    $111    $116     $114     $130    $152     $141    $165     $171    $153    $198     $222   $412

Russell 2000 Index       $100    $107    $112     $108     $123    $141     $135    $149     $142    $113    $131     $123   $167
</TABLE>


ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

VOTING ARRANGEMENTS

        The Company  and each of Golder,  Thoma,  Cressey,  Rauner Fund IV, L.P.
("GTCR"), the holder of 3,008,402 shares of Common Stock (or approximately 22.8%
of the  outstanding  Common Stock entitled to vote at the Annual  Meeting),  MCS
Capital,  Inc., a corporation  controlled by Mr. Kerrigan ("MCS"), the holder of
329,369 shares of Common Stock (or approximately  2.5% of the outstanding Common
Stock entitled to vote at the Annual  Meeting),  Mitchell  Blatt,  the holder of
298,845 shares of Common Stock (or approximately  2.3% of the outstanding Common
Stock entitled to vote at the Annual Meeting),  President and Fellows of Harvard
College   ("Harvard"),   the  holder  of  70,273  shares  of  Common  Stock  (or
approximately  0.5% of the  outstanding  Common  Stock  entitled  to vote at the
Annual Meeting), and Robert M. Doyle, Michael E. Stanky, Charles Prato, James N.
Chapman,  Michael  Marrus,  David  Tulkop,  Russell  Harrison,  Sash A. and Mary
Spencer,  the  holders of an  aggregate  of 175,298  shares of Common  Stock (or
approximately  1.3% of the  outstanding  Common  Stock  entitled  to vote at the
Annual  Meeting),  are parties to a Voting  Agreement,  dated July 23, 1996 (the
"Voting  Agreement"),  pursuant to which such stockholders  agreed to vote their
shares of Common  Stock so that the Board of  Directors  will consist of (i) two
persons  designated by GTCR  (currently  Messrs.  Rauner and Donnini),  (ii) two
persons who are officers,  employees or members of management of the Company and
are  designated  by the holders of a majority of Common  Stock held by executive
officers of the  Company  (currently  Messrs.  Kerrigan  and  Blatt),  (iii) two
persons jointly  designated by GTCR and Mr. Kerrigan  (currently Mr. Chapman and
Dr. Laffer), and (iv) one person designated by GTCR and approved by Mr. Kerrigan
(currently Mr. Cerri).

                                      -32-


<PAGE>




         The following table sets forth certain information regarding the Common
Stock  beneficially  owned as of June 28, 2000 for (i) each stockholder known by
the  Company  to be the  beneficial  owner of five  percent  (5%) or more of the
outstanding  Common Stock;  (ii) each of the Company's  directors and (iii) each
Named Executive officer.


                                      Amount and Nature of
    Beneficial Owner                  Beneficial Ownership   Percent of Class(1)
    ----------------                  --------------------   -------------------
Golder, Thoma, Cressey, Rauner,            3,008,402              22.8%
Fund IV, L.P.
6100 Sears Tower
Chicago, IL  60606

Strong Capital Management, Inc.           1,927,425(2)            14.6%
100 Heritage Reserve
Menomonee Falls, WI  53051

Prudential Insurance Company of           1,100,800(3)             8.4%
America
751 Broad Street
Newark, NJ  07102-3777

Robert Fleming, Inc.                      1,014,805(4)             7.7%
320 Park Avenue, 11th Floor
New York, NY  10022

Capital Guardian Trust Company              615,300(5)             4.7%
333 South Hope Street, 52nd Flr.
Los Angeles, CA  90071

Dimensional Fund Advisors, Inc.             778,600(6)             5.9%


OFFICERS AND DIRECTORS
----------------------
Stephen R. Kerrigan                         687,467(7)             5.21%

Mitchell Blatt                              508,845(8)             3.86%

Robert M.  Doyle                            247,790(9)             1.88%

Michael E.  Stanky                         187,846(10)             1.42%

John E.  Denson                             33,854(11)              *

Bruce V.  Rauner                         3,008,402(12)             22.8%

David A.  Donnini                        3,008,402(13)             22.8%

James N.  Chapman                           52,565(14)              *

Arthur B.  Laffer                           74,000(15)              *

Stephen G.  Cerri                           79,500(16)              *
                                         -------------             -----
All Officers and Directors as a          4,893,269(17)             35.1%
group (10 persons)


                                      -33-


<PAGE>
----------------
*    Percentage of shares  beneficially owned does not exceed 1% of Common Stock
     outstanding.

1    Share  percentage  ownership is rounded to nearest tenth of 1% and reflects
     the effect of  dilution  as a result of  outstanding  options to the extent
     such  options  are,  or  within 60 days from  March 31,  2000 will  become,
     exercisable.  Shares  underlying any option which was  exercisable on March
     31, 2000 or becomes  exercisable  within the 60 day period  thereafter  are
     deemed  outstanding  only for purposes of computing the share ownership and
     share ownership percentage of the holder of such option.

2    Based on a report on Schedule 13G filed by Strong Capital Management,  Inc.
     ("Strong") with the SEC on May 10, 2000. Strong has sole voting power as to
     1,501,600 shares and sole investment power as to 1,927,425 shares.

3    Based on a report on Schedule 13G/A filed by Prudential  Insurance  Company
     of America  ("Prudential") with the SEC on January 31, 2000. Prudential has
     sole  voting  power as to  284,400  shares and  shared  voting  power as to
     816,400 shares.  Prudential has sole investment  power as to 284,400 shares
     and shared investment power as to 816,400 shares.

4    Based on a report on Schedule 13G filed by Robert Fleming Inc. with the SEC
     on February 7, 2000.  5 Based on a report on Schedule  13G filed by Capital
     Guardian  Trust Company  ("Capital")  with the SEC as of December 31, 1999.
     Capital  has sole  voting  power as to 494,100  shares and sole  investment
     power as to 615,300 shares.  Capital has disclaimed beneficial ownership of
     all shares  pursuant to Rule 13d-4 of the Securities  Exchange Act of 1934,
     as amended.

6    Based on a report on Schedule 13G filed by Dimensional Fund ("Dimensional")
     Advisors,  Inc.  with the SEC on  February  4, 2000.  Dimensional  has sole
     voting power as to 778,600 shares and sole  investment  power as to 778,600
     shares. Dimensional disclaims beneficial ownership of all such shares.

7    Includes  shares  beneficially  owned  by  MCS  Capital,  Inc.  ("MCS"),  a
     corporation controlled by Mr. Kerrigan.  Includes shares underlying options
     held by MCS to purchase an aggregate  of 308,098  shares of Common Stock at
     an exercise  price of $11.90 per share,  all of which options are currently
     exercisable.  Includes  shares  underlying  options held by Mr. Kerrigan to
     purchase an aggregate  of (i) 30,000  shares of Common Stock at an exercise
     price of  approximately  $23.05 per share and (ii) 20,000  shares of Common
     Stock at an exercise price of approximately  $10.56 per share, all of which
     options  are  currently  exercisable.  Does not include  shares  underlying
     options held by Mr.  Kerrigan to purchase an aggregate of (i) 20,000 shares
     of Common Stock at an exercise price of approximately  $23.05 per share and
     (ii) 30,000  shares of Common Stock at an exercise  price of  approximately
     $10.56 per share,  none of which  options  are  currently  exercisable  nor
     become exercisable within the next 60 days.

8    Includes shares underlying  options to purchase an aggregate of (i) 100,000
     shares of Common  Stock at an  exercise  price of $11.90  per  share,  (ii)
     60,000  shares of Common  Stock at an  exercise  price of $14.00 per share,
     (iii) 18,000 shares of Common Stock at an exercise  price of  approximately
     $23.05  per share and (iv)  12,000  shares of Common  Stock at an  exercise
     price of approximately $10.56 per share, all of which options are currently
     exercisable.  Does not  include  shares  underlying  options to purchase an
     aggregate  of (i) 40,000  shares of Common  Stock at an  exercise  price of
     $14.00 per share,  (ii) 12,000 shares of Common Stock at an exercise  price
     of  approximately  $23.05 per share and (iii) 18,000 shares of Common Stock
     at an  exercise  price of  $10.56  per  share,  none of which  options  are
     currently exercisable nor become exercisable within the next 60 days.

9    Includes shares underlying  options to purchase an aggregate of (i) 151,890
     shares of Common  Stock at an  exercise  price of $11.90  per  share,  (ii)
     12,000 shares of Common Stock at an exercise price of approximately  $23.05
     per share and (iii) 8,000  shares of Common  Stock at an exercise  price of
     $10.56 per share, all of which options are currently exercisable.  Does not
     include  shares  underlying  options to purchase an aggregate of (i) 20,000
     shares of Common Stock at an exercise price of $11.90 per share, (ii) 8,000
     shares of Common  Stock at an exercise  price of  approximately  $23.05 per
     share and (iii)  12,000  shares of  Common  Stock at an  exercise  price of
     $10.56 per share,  all of which options are not currently  exercisable  nor
     become exercisable within the next 60 days.

10   Includes shares underlying  options to purchase an aggregate of (i) 103,521
     shares of Common  Stock at an  exercise  price of $11.90 per  share,  (ii)
     50,000  shares of Common  Stock at an exercise  price of $14.00  per share,
     (iii) 6,000 shares of  Common Stock at an exercise  price of  approximately
     $22.31  per share  and (iv)  4,000  shares of Common  Stock at an  exercise
     price of $10.56 per share, all of which options  are currently exercisable.
     Does not include shares underlying options to  purchase an aggregate of (i)
     4,000 shares of Common Stock at an exercise  price of approximately  $22.31
     per share  and (ii) 6,000  shares of Common  Stock at an exercise  price of
     $10.56 per share,  none of  which  options are  currently  exercisable  nor
     become exercisable within the next 60 days.

11   Includes shares  underlying  options to purchase an aggregate of (i) 26,299
     shares of Common Stock at an exercise price of $11.90 per share, (ii) 3,000
     shares of Common  Stock at an exercise  price of  approximately  $23.31 per
     share and (iii) 4,000 shares of Common Stock at an exercise price of $10.56
     per share, all of which options are currently exercisable. Does not include
     shares  underlying  options to purchase an aggregate of (i) 2,000 shares of
     Common  Stock at an exercise  price of  approximately  $23.31 per share and
     (ii) 6,000 shares of Common Stock at an exercise price of $10.56 per share,
     none of which  options are  currently  exercisable  nor become  exercisable
     within the next 60 days.

12   All such  shares  are held by GTCR Fund IV, of which GTCR IV,  L.P.  ("GTCR
     IV"), is the general partner.  Mr. Rauner is a principal of Golder,  Thoma,
     Cressey, Rauner, Inc., the general partner of GTCR IV. Mr. Rauner disclaims
     beneficial  ownership of such  shares.  13 All such shares are held by GTCR
     Fund  IV,  of  which  GTCR IV is the  general  partner.  Mr.  Donnini  is a
     principal of Golder, Thoma,  Cressey,  Rauner, Inc., the general partner of
     GTCR IV. Mr.  Donnini  disclaims  beneficial  ownership of such shares.  14
     Includes shares  underlying  options to purchase an aggregate of (i) 28,756
     shares of Common Stock at an exercise  price of $11.90 per share,  and (ii)
     13,248 shares of Common Stock at an exercise price of approximately  $11.69
     per share, all of which options are currently exercisable. Does not include
     shares  underlying  options to purchase an  aggregate  of 52,996  shares of
     Common Stock at an exercise price of approximately  $11.69 per share,  none
     of which options are currently  exercisable nor become  exercisable  within
     the next 60 days.

15   Includes shares  underlying  options to purchase an aggregate of (i) 60,000
     shares of Common Stock at an exercise  price of $14.00 per share,  and (ii)
     14,000 shares of Common Stock at an exercise price of approximately  $11.69
     per share, all of which options are currently exercisable. Does not include
     shares  underlying  options to purchase an  aggregate  of 21,000  shares of
     Common  Stock at an  exercise  price of  $11.69  per  share,  none of which
     options are currently exercisable nor become exercisable within the next 60
     days.

16    Represents  shares  underlying  options to  purchase an  aggregate  of (i)
      60,000  shares of Common  Stock at an exercise  price of $14.00 per share,
      and  (ii)  14,000  shares  of  Common  Stock  at  an  exercise   price  of
      approximately  $11.69  per  share,  all of  which  options  are  currently
      exercisable.  Does not include  shares  underlying  options to purchase an
      aggregate of 21,000 shares of Common Stock at an exercise  price of $11.69
      per share and, none of which options are currently  exercisable nor become
      exercisable within the next 60 days.

17   In  calculating  the shares  beneficially  owned by executive  officers and
     directors as a group,  3,008,402  shares of Common Stock owned by GTCR Fund
     IV and  included  in the  beneficial  ownership  amounts of each of Messrs.
     Rauner and Donnini are included only once. In calculating the percentage of
     shares  beneficially owned by executive officers  and directors as a group,
     the shares  of  Common Stock  underlying  all options  which  are currently
     exercisable or become  exercisable  within  the  next  60  days  are deemed
     outstanding.

                                      -34-
<PAGE>




ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT AND CONSULTING SERVICES

        During the last fiscal year, the Company paid Mr. Chapman, a director of
the Company,  $180,000 for general  financial  advisory and  investment  banking
services.

REGISTRATION RIGHTS AGREEMENT

        The Company and GTCR, MCS and Messrs.  Blatt,  Doyle, Stanky and Chapman
are  parties  to a  registration  rights  agreement,  dated  July 26,  1995 (the
"Company  Registration  Agreement"),  pursuant to which the Company granted such
parties  certain  rights with respect to the  registration  under the Securities
Act, for resale to the public,  of their respective  Registrable  Securities (as
defined  in  the  Company  Registration  Agreement).  The  Company  Registration
Agreement  provides  that,  among other  things,  GTCR has the right to "demand"
registrations  under the  Securities  Act with  respect  to all or a portion  of
GTCR's Registrable Securities.  The Company Registration Agreement also provides
for customary provisions regarding the priority among holders of securities with
respect  to the  number of shares to be  registered  pursuant  to any  demand or
piggyback  registration  and  indemnification  by the  Company of the holders of
Registrable Securities.

CERTAIN LOANS TO MEMBERS OF MANAGEMENT

        As of June 28, 2000, Mr. Kerrigan  (directly and indirectly through MCS,
an entity  controlled by Mr.  Kerrigan) and Mr. Blatt owed the Company  $395,257
and $275,257,  respectively,  plus  interest  accrued  thereon.  During the last
fiscal year, the largest  aggregate  amount owed to the Company by Mr.  Kerrigan
(directly  and  indirectly  through  MCS) and Mr.  Blatt  equaled  $489,528  and
$339,528,  respectively, plus interest accrued thereon. The indebtedness of each
of MCS and Mr. Blatt is evidenced by (i) two promissory  notes dated January 31,
1995 in the original  principal  amount of $140,000;  (ii) two promissory  notes
dated July 26, 1995 in the original amount of $52,370;  and (iii) two promissory
notes  dated  May 3, 1996 in the  original  amount  of  $21,797.  Each such note
accrues  interest at a rate of 8% per annum and was  delivered to the Company in
connection  with the purchase of the Company's  securities by MCS and Mr. Blatt.
The  promissory  notes dated  January 31, 1995 are payable in four equal  annual
installments commencing on January 31, 1996. The promissory notes dated July 26,
1995 and May 3, 1996 are payable in eight equal annual  installments  commencing
on July 26, 1996 and May 3, 1996, respectively. During the 2000 Fiscal Year, the
Company  forgave the repayment of  approximately  (i) $45,393 by each of MCS and
Mr.  Blatt,   which  amounts  represent  the  aggregate  amount  of  the  fourth
installment  of principal and interest owed by MCS and Mr. Blatt under the notes
dated January 31, 1995 and July 26, 1995, and (ii) $2,725 by each of MCS and Mr.
Blatt, which amounts represent the aggregate amount of the second installment of
principal  and  interest  owed by MCS and Mr. Blatt under the notes dated May 3,
1996.  On May 5, 1999,  the  Company  agreed to extend a loan of $250,000 to Mr.
Blatt,  which loan is  evidenced  by a promissory  note  providing,  among other
things,  that  such  loan  (i) be  repaid  in a  single  payment  on  the  third
anniversary  of such loan and (ii) accrue  interest at a rate of 8% per annum. A
payment of $20,000 in principal was made by Mr. Blatt on June 7, 1999. Such loan
is also secured by a pledge of all the Common Stock held by Mr. Blatt.

Relocation Loans

        In  connection   with  the  Company's   establishment   of  a  corporate
development  office in Charlotte,  North  Carolina and the relocation of Messrs.
Kerrigan  and  Denson  to  such  office  in  September   1996  and  March  1997,
respectively,  Coinmach extended loans to each of Messrs. Kerrigan and Denson in
the  principal  amounts  of  $500,000  ($350,000  of which is  reflected  in the
$395,257  owed by Mr.  Kerrigan to the Company as of June 28, 2000) and $80,000,
respectively.  The loan to Mr.  Denson (the "Denson  Loan") is an interest  free
demand  loan.  The Company  forgave an  aggregate of $40,000 on the Denson Loan,
$20,000 of which was  forgiven  during the 2000 Fiscal Year and $20,000 of which
was  forgiven  during  the  1999  Fiscal  Year.  The loan to Mr.  Kerrigan  (the
"Kerrigan Loan") provides for the repayment of

                                      -35-


<PAGE>



principal and interest in five equal annual installments commencing in July 1997
(each payment date, a "Payment  Date") and accrual of interest at a rate of 7.5%
per annum.  During the fiscal year ended March 31, 1998, the Board determined to
extend the Kerrigan  loan an  additional  five years  providing for repayment of
outstanding  principal  and  interest in equal annual  installments  ending July
2006. The Kerrigan Loan provides that payments of principal and interest will be
forgiven on each Payment Date provided that Mr. Kerrigan is employed by Coinmach
on such Payment  Date. If Mr.  Kerrigan  ceases to be employed by Coinmach for a
reason  other  than (i) a change  in  control  of  Coinmach,  (ii) the  death or
disability  of Mr.  Kerrigan  while  employed  by  Coinmach,  or (iii) cause (as
defined  in  the  Kerrigan  Loan)  (each,  a  "Termination   Event"),  then  all
outstanding  amounts due under the Kerrigan Loan will be forgiven as of the date
of the Termination  Event. If Mr.  Kerrigan's  employment is terminated upon the
occurrence of any event that is not a Termination  Event,  then all  outstanding
amounts  due under the  Kerrigan  Loan will  become  due and  payable  within 30
business days following the termination of Mr. Kerrigan's employment.


                                     PART IV

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

(a)  The following documents are filed as a part of this report:

     (1)  Financial Statements -- see Index to Financial Statements appearing on
          Page F-1.

     (2)  Exhibits:


EXHIBIT
NUMBER(1)                                      DESCRIPTION
---------                   ----------------------------------------------------

  3.1                       Fourth   Amended   and   Restated   Certificate   of
                            Incorporation of Coinmach  Laundry  (incorporated by
                            reference  from  exhibit 3.5 to  Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 30,
                            1998, file number 1-11907)


  3.2                       Certificate of Powers, Designations, Preferences and
                            Relative  Participating,  Optional and other Special
                            Rights   of   Series   A    Preferred    Stock   and
                            Qualifications, Limitations and Restrictions Thereof
                            (incorporated  by  reference  from  exhibit  3.2  to
                            Coinmach  Laundry's  Form  10-Q  for  the  quarterly
                            period ended June 28, 1996, file number 1-11907)

  3.3                       Third  Amended  and  Restated   Bylaws  of  Coinmach
                            Laundry  (incorporated by reference from exhibit 3.1
                            to Coinmach  Laundry's  Form 10-Q for the  quarterly
                            period  ended   September  27,  1996,   file  number
                            1-11907)

 10.1                       Indenture,  dated as of November  30,  1995,  by and
                            between  Coinmach   Corporation   ("Coinmach"),   as
                            Issuer,  and  Fleet  National  Bank  of  Connecticut
                            (formerly,   Shawmut  Bank   Connecticut,   National
                            Association),  as Trustee (incorporated by reference
                            from exhibit  number 4.1 to Coinmach's  Registration
                            Statement on Form S-1, file number 333-00620)

  10.2                      First Supplemental  Indenture,  dated as of December
                            11, 1995, by and between  Coinmach,  as Issuer,  and
                            Fleet  National  Bank  of   Connecticut   (formerly,
                            Shawmut Bank Connecticut,  National Association), as
                            Trustee  (incorporated  by  reference  from  exhibit
                            number 4.2 to Coinmach's  Registration  Statement on
                            Form S-1, file number 333-00620)

  10.3                      First Supplemental  Indenture,  dated as of November
                            28, 1995, by and between Solon  Automated  Services,
                            Inc.  ("Solon") and U.S.  Trust Company of New York,
                            as Trustee  (incorporated  by reference from exhibit
                            number 4.3 to Coinmach's  Registration  Statement on
                            Form S-1, file number 333-00620)


                                      -37-
<PAGE>



EXHIBIT
NUMBER(1)                                      DESCRIPTION
---------                   ----------------------------------------------------

   10.4                     Registration Rights Agreement,  dated as of November
                            30, 1995, by and between  Coinmach and Lazard Freres
                            &  Co.  LLC   ("Lazard"),   as   Initial   Purchaser
                            (incorporated  by reference  from exhibit number 4.6
                            to  Coinmach's  Registration  Statement on Form S-1,
                            file number 333-00620)

   10.5                     Addendum to  Registration  Rights  Agreement,  dated
                            December  14,  1995,  by and  between  Coinmach  and
                            Lazard,  as  Initial   Purchaser   (incorporated  by
                            reference  from  exhibit  number  4.8 to  Coinmach's
                            Registration  Statement  on Form  S-1,  file  number
                            333-00620)

   10.6                     Employment Agreement, dated as of August 4, 1995, by
                            and between  Solon and John E. Denson  (incorporated
                            by reference from exhibit number 10.13 to Coinmach's
                            Registration  Statement  on Form  S-1,  file  number
                            333-00620)

   10.7                     Employment  Agreement,  dated as of July 1, 1995, by
                            and  between  Solon,  Michael  E.  Stanky and Golder
                            Thoma Cressey Rauner Fund IV, L.P.  ("GTCR Fund IV")
                            (incorporated by reference from exhibit number 10.14
                            to  Coinmach's  Registration  Statement on Form S-1,
                            file number 333-00620)

   10.8                     Equity  Purchase  Agreement,  dated  as of July  26,
                            1995, between GTCR Fund IV and SAS Acquisitions Inc.
                            ("SAS"),   subsequently   amended  by  the   Omnibus
                            Agreement (as hereinafter defined)  (incorporated by
                            reference  from  exhibit  number  10.21 to  Coinmach
                            Laundry's  Registration  Statement on Form S-1, file
                            number 333-03587)

   10.9                     Investor  Purchase  Agreement,  dated as of July 26,
                            1995,  among SAS,  GTCR Fund IV,  Heller  Financial,
                            Inc.  ("Heller"),  Jackson  National Life  Insurance
                            Company,  Jackson National Life Insurance Company of
                            Michigan,  James  N.  Chapman,  Michael  E.  Marrus,
                            President    and   Fellows   of   Harvard    College
                            ("Harvard"),  MCS Capital, Inc., Mitchell Blatt, and
                            Michael Stanky,  subsequently amended by the Omnibus
                            Agreement (as hereinafter defined)  (incorporated by
                            reference  from  exhibit  number  10.22 to  Coinmach
                            Laundry's  Registration  Statement on Form S-1, file
                            number 333-03587)

   10.10                    Executive  Stock  Agreement,  dated  as of July  26,
                            1995,  among SAS,  GTCR Fund IV, MCS Capital,  Inc.,
                            Mitchell  Blatt,  Robert M. Doyle and Michael Stanky
                            (with spousal consents), subsequently amended by the
                            Omnibus    Agreement   (as   hereinafter    defined)
                            (incorporated by reference from exhibit number 10.23
                            to Coinmach Laundry's Registration Statement on Form
                            S-1, file number 333-03587)

   10.11                    Registration  Agreement,  dated as of July 26, 1995,
                            among   SAS  and  each  of  the  SAS   Stockholders,
                            subsequently  amended by the Omnibus  Agreement  (as
                            hereinafter defined) (incorporated by reference from
                            exhibit   number   10.25   to   Coinmach   Laundry's
                            Registration  Statement  on Form  S-1,  file  number
                            333-03587)

   10.12                    Dealer Manager Agreement, dated October 20, 1995, by
                            and among The Coinmach Corporation  ("TCC"),  Solon,
                            Lazard and Fieldstone  Private  Capital Group,  L.P.
                            (incorporated by reference from exhibit number 10.17
                            to  Coinmach's  Registration  Statement on Form S-1,
                            file number 333-00620)

   10.13                    Purchase Agreement,  dated November 15, 1995, by and
                            among  TCC,  Solon  and  Lazard   (incorporated   by
                            reference  from exhibit  number 10.18 to  Coinmach's
                            Registration  Statement  on Form  S-1,  file  number
                            333-00620)

   10.14                    Addendum to Purchase  Agreement,  dated December 11,
                            1995,   by   and   between   Coinmach   and   Lazard
                            (incorporated by reference from exhibit number 10.19
                            to  Coinmach's  Registration  Statement on Form S-1,
                            file number 333-00620)


                                      -37-


<PAGE>



   EXHIBIT
   NUMBER(1)                                  DESCRIPTION
   ---------                ----------------------------------------------------

      10.15                 Omnibus  Agreement,  dated as of November  30, 1995,
                            among SAS, Solon,  TCC and each of the other parties
                            executing a signature  page  thereto  (the  "Omnibus
                            Agreement")  (incorporated by reference from exhibit
                            number 10.20 to Coinmach's Registration Statement on
                            Form S-1, file number 333-00620)


      10.16                 Amended  and  Restated   Management  and  Consulting
                            Services  Agreement,  dated as of November 30, 1995,
                            by and between GTCR Fund IV and SAS (incorporated by
                            reference  from  exhibit  number  10.42 to  Coinmach
                            Laundry's  Registration  Statement on Form S-1, file
                            number 333-03587)

      10.17                 Amended and Restated Stockholders  Agreement,  dated
                            as  of  November  30,   1995,   among  SAS  and  the
                            signatories thereto  (incorporated by reference from
                            exhibit   number   10.43   to   Coinmach   Laundry's
                            Registration  Statement  on Form  S-1,  file  number
                            333-03587)

      10.18                 Second  Amended and  Restated  1996  Employee  Stock
                            Option Plan of  Coinmach  Laundry  (incorporated  by
                            reference  from exhibit  10.1 to Coinmach  Laundry's
                            Form 10-Q for the quarterly  period ended  September
                            27, 1996 file number 1-11907)

      10.19                 Reclassification  Agreement  among Coinmach  Laundry
                            and the  signatories  thereto,  dated July 17,  1996
                            (incorporated  by reference  from  exhibit  10.45 to
                            Coinmach  Laundry's  Form  10-Q  for  the  quarterly
                            period ended June 28, 1996, file number 1-11907)

      10.20                 Option  Agreement  between  Coinmach Laundry and MCS
                            Capital,  Inc., dated July 23, 1996 (incorporated by
                            reference  from exhibit 10.46 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 28,
                            1996, file number 1-11907)

      10.21                 Option Agreement between Coinmach Laundry and Ronald
                            S.  Brody,  dated  July 23,  1996  (incorporated  by
                            reference  from exhibit 10.47 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 28,
                            1996, file number 1-11907)

      10.22                 Option Agreement  between Coinmach Laundry and James
                            N.  Chapman,  dated July 23, 1996  (incorporated  by
                            reference  from exhibit 10.48 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 28,
                            1996, file number 1-11907)

      10.23                 Option Agreement between Coinmach Laundry and Robert
                            M.  Doyle,  dated  July 23,  1996  (incorporated  by
                            reference  from exhibit 10.49 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 28,
                            1996, file number 1-11907)

      10.24                 Option   Agreement   between  Coinmach  Laundry  and
                            Michael E. Stanky, dated July 23, 1996 (incorporated
                            by  reference   from   exhibit   10.50  to  Coinmach
                            Laundry's  Form 10-Q for the quarterly  period ended
                            June 28, 1996, file number 1-11907)

      10.25                 Option Agreement  between Coinmach Laundry and David
                            A.  Siegel,  dated July 23,  1996  (incorporated  by
                            reference  from exhibit 10.51 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 28,
                            1996, file number 1-11907)

      10.26                 Option  Agreement  between  Coinmach  Laundry and R.
                            Daniel Osborne, dated July 23, 1996 (incorporated by
                            reference  from exhibit 10.52 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 28,
                            1996, file number 1-11907)

      10.27                 Option  Agreement  between Coinmach Laundry and John
                            E.  Denson,  dated July 23,  1996  (incorporated  by
                            reference  from exhibit 10.53 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period  ended June 28,
                            1996, file number 1-11907)

      10.28                 Form of  Option  Agreement  Relating  to the  Second
                            Amended and Restated 1996 Employee Stock Option Plan
                            (incorporated  by  reference  from  exhibit  10.2 to
                            Coinmach  Laundry's  Form  10-Q  for  the  quarterly
                            period  ended   September  27,  1996,   file  number
                            1-11907)

                                      -38-


<PAGE>



    EXHIBIT
    NUMBER(1)                                  DESCRIPTION
    ---------               ----------------------------------------------------

      10.29                 Omnibus Amendment to Option Agreements,  dated as of
                            September 17, 1996, by and among  Coinmach  Laundry,
                            MCS  Capital,   Inc.,  Ronald  S.  Brody,  James  N.
                            Chapman,  Robert M. Doyle,  Michael E. Stanky, David
                            E. Siegel, R. Daniel Osborne,  John E. Denson, James
                            McDonnell,   Russell  Harrison,  Charles  Prato  and
                            Michael E. Marrus  (incorporated  by reference  from
                            exhibit 10.3 to Coinmach Laundry's Form 10-Q for the
                            quarterly  period ended  September  27,  1996,  file
                            number 1-11907)

      10.30                 Option Agreement, dated as of September 17, 1996, by
                            and  between  Coinmach  Laundry and Arthur B. Laffer
                            (incorporated  by  reference  from  exhibit  10.4 to
                            Coinmach  Laundry's  Form  10-Q  for  the  quarterly
                            period  ended   September  27,  1996,   file  number
                            1-11907)

      10.31                 Option Agreement, dated as of September 17, 1996, by
                            and among  Coinmach  Laundry  and  Stephen  G. Cerri
                            (incorporated  by  reference  from  exhibit  10.5 to
                            Coinmach  Laundry's  Form  10-Q  for  the  quarterly
                            period  ended   September  27,  1996,   file  number
                            1-11907)

      10.32                 Waiver  of  Registration  Rights,  dated May 8, 1996
                            among Coinmach  Laundry and the signatories  thereto
                            (incorporated by reference from exhibit number 10.54
                            to Coinmach Laundry's Registration Statement on Form
                            S-1, file number 333-03587)

      10.33                 Voting  Agreement  among  Coinmach  Laundry  and the
                            signatories    thereto,    dated   July   23,   1996
                            (incorporated  by reference  from  exhibit  10.55 to
                            Coinmach  Laundry's  Form  10-Q  for  the  quarterly
                            period ended June 28, 1996, file number 1-11907)

      10.34                 Termination Agreement, dated as of July 23, 1996, by
                            and  between  GTCR  Fund  IV  and  Coinmach  Laundry
                            (incorporated  by reference  from  exhibit  10.56 to
                            Coinmach  Laundry's  Form  10-Q  for  the  quarterly
                            period ended June 28, 1996, file number 1-11907)

      10.35                 Commitment  Letter,  dated  November 22, 1996,  from
                            Bankers Trust Company ("Bankers Trust"), First Union
                            Bank of North  Carolina  ("First  Union") and Lehman
                            Commercial  Paper,  Inc.  ("Lehman"),  addressed  to
                            Coinmach  Laundry  (incorporated  by reference  from
                            exhibit 10.1 to Coinmach Laundry's Form 10-Q for the
                            quarterly  period  ended  December  27,  1996,  file
                            number 1-11907)

      10.36                 Stock Purchase  Agreement,  dated November 25, 1996,
                            by and among  Tamara  Lynn Ford,  Robert  Kyle Ford,
                            Traci  Lea  Ford,  Tucker F.  Enthoven,  Richard  F.
                            Enthoven,  Richard Franklin Ford, Jr., Trustee u/d/t
                            February 4, 1994,  KWL, Inc.,  Kwik-Wash  Laundries,
                            Inc.,  Kwik Wash  Laundries,  L.P. and Coinmach (the
                            "Stock   Purchase   Agreement")   (incorporated   by
                            reference  from exhibit  10.2 to Coinmach  Laundry's
                            Form 10-Q for the  quarterly  period ended  December
                            27, 1996, file number 1-11907)


      10.37                 First Amendment to Stock Purchase  Agreement,  dated
                            as of January  8, 1997  (incorporated  by  reference
                            from  exhibit 10.3 to Coinmach  Laundry's  Form 10-Q
                            for the  quarterly  period ended  December 27, 1996,
                            file number 1-11907)

      10.38                 Registration Rights Agreement, dated as of March 14,
                            1997,  between  Coinmach and Atlanta  Washer & Dryer
                            Leasing,   Inc.   (incorporated  by  reference  from
                            exhibit  10.51 to Coinmach  Laundry's  Form 10-K for
                            the fiscal  year ended March 28,  1997,  file number
                            1-11907)

      10.39                 Amended and Restated Employment Agreement,  dated as
                            of June 1, 1996, by and between Coinmach and John E.
                            Denson (incorporated by reference from exhibit 10.56
                            to Coinmach Laundry's Registration Statement on Form
                            S-1, file number 333-03587)

      10.40                 Promissory Note, dated February 11, 1997, of Stephen
                            R.  Kerrigan in favor of Coinmach  (incorporated  by
                            reference  from exhibit 10.53 to Coinmach  Laundry's
                            Form 10-K for the fiscal year ended March 28,  1997,
                            file number 1-11907)


                                      -39-

<PAGE>


    EXHIBIT
    NUMBER(1)                                  DESCRIPTION
    ---------               ----------------------------------------------------

      10.41                 Underwriting Agreement,  dated July 17, 1996, by and
                            among Coinmach  Laundry and Lehman  Brothers,  Inc.,
                            Dillon, Read & Co., Inc., Lazard and Fieldstone FPCG
                            Services, L.P. (collectively, the "Representatives")
                            (incorporated  by reference  from  exhibit  10.54 to
                            Coinmach  Laundry's  Form 10-K for the  fiscal  year
                            ended March 28, 1997, file number 1- 11907)

      10.42                 Lock-Up  Agreements,  dated  July  23,  1996,  among
                            Coinmach    Laundry    and    the    Representatives
                            (incorporated  by reference  from  exhibit  10.55 to
                            Coinmach  Laundry's  Form 10-K for the  fiscal  year
                            ended March 28, 1997, file number 1-11907)

      10.43                 Promissory  Note, dated January 8, 1997, of Coinmach
                            Laundry in favor of Richard  F.  Enthoven,  as agent
                            for Tamara Lynn Ford,  Richard Kyle Ford,  Traci Lea
                            Ford, Tucker F. Enthoven,  Richard F. Enthoven,  and
                            Richard  Franklin Ford, Jr.,  Trustee u/d/t February
                            4, 1994  (incorporated  by  reference  from  exhibit
                            10.56 to Coinmach Laundry's Form 10-K for the fiscal
                            year ended March 28, 1997, file number 1-11907)

      10.44                 Tax  Cooperation  Agreement,  dated as of January 8,
                            1997, by and among Kwik Wash  Laundries,  L.P., KWL,
                            Inc.,  Kwik-Wash  Laundries,  Inc., Coinmach and the
                            Sellers  (incorporated  by  reference  from  exhibit
                            10.57 to Coinmach Laundry's Form 10-K for the fiscal
                            year ended March 28, 1997, file number 1-11907)

      10.45                 Consulting Services  Agreement,  dated as of January
                            8, 1997,  by and  between  Richard F.  Enthoven  and
                            Coinmach  (incorporated  by  reference  from exhibit
                            10.58 to Coinmach Laundry's Form 10-K for the fiscal
                            year ended March 28, 1997, file number 1-11907)

      10.46                 Credit   Agreement  dated  January  8,  1997,  among
                            Coinmach,  the Lending  Institutions listed therein,
                            Bankers Trust, First Union and Lehman  (incorporated
                            by  reference   from   exhibit   10.59  to  Coinmach
                            Laundry's  Form 10-K for the fiscal year ended March
                            28, 1997, file number 1-11907)

      10.47                 Tranche A Term Notes, each dated January 8, 1997, by
                            Coinmach  in favor of each of Bankers  Trust,  First
                            Union, Lehman, Heller, The Nippon Credit Bank, Ltd.,
                            Credit  Lyonnais New York  Branch,  Bank of Scotland
                            and Bank of Boston  (incorporated  by reference from
                            exhibit  10.60 to Coinmach  Laundry's  Form 10-K for
                            the fiscal  year ended March 28,  1997,  file number
                            1-11907)

      10.48                 Tranche B Term Notes, each dated January 8, 1997, by
                            Coinmach  in favor of each of Bankers  Trust,  First
                            Union,  Lehman,  Fleet  National Bank,  Heller,  The
                            Nippon Credit Bank, Ltd., Bank of Scotland,  Bank of
                            Boston, Massachusetts Mutual Life Insurance Company,
                            Pilgrim  America  Prime  Rate  Trust,  Prime  Income
                            Trust,  The Ing Capital  Senior  Secured High Income
                            Fund,  L.P., and Merrill Lynch Senior  Floating Rate
                            Fund, Inc.  (incorporated  by reference from exhibit
                            10.61 to Coinmach Laundry's Form 10-K for the fiscal
                            year ended March 28, 1997, file number 1-11907)

      10.49                 Revolving  Notes,  each dated  January  8, 1997,  by
                            Coinmach in favor of each of Bank of Boston, Bankers
                            Trust,  First Union,  Lehman,  Fleet  National Bank,
                            Heller,   The  Nippon  Credit  Bank,  Ltd.,   Credit
                            Lyonnais  New  York  Branch,  and  Bank of  Scotland
                            (incorporated  by reference  from  exhibit  10.62 to
                            Coinmach  Laundry's  Form 10-K for the  fiscal  year
                            ended March 28, 1997, file number 1-11907)

      10.50                 Swing Line  Note,  dated  January  8,  1997,  in the
                            principal  amount of  $5,000,000 in favor of Bankers
                            Trust  (incorporated by reference from exhibit 10.63
                            to Coinmach  Laundry's Form 10-K for the fiscal year
                            ended March 28, 1997, file number 1-11907)


                                      -40-


<PAGE>


    EXHIBIT
    NUMBER(1)                                  DESCRIPTION
    ---------               ----------------------------------------------------

      10.51                 Holders  Pledge  Agreement,  dated  January 8, 1997,
                            made  by  Coinmach  Laundry  to  Bankers  Trust  and
                            Richard F. Enthoven,  as Seller Agent  (incorporated
                            by  reference   from   exhibit   10.64  to  Coinmach
                            Laundry's  Form 10-K for the fiscal year ended March
                            28, 1997, file number 1-11907)

      10.52                 Borrower  Pledge  Agreement,  dated January 8, 1997,
                            made by Coinmach to Bankers Trust  (incorporated  by
                            reference  from exhibit 10.65 to Coinmach  Laundry's
                            Form 10-K for the fiscal year ended March 28,  1997,
                            file number 1-11907)

      10.53                 Security  Agreement,  dated January 8, 1997, between
                            Coinmach  and Bankers  Trust and the  Assignment  of
                            Security  Interest in United States  Trademarks  and
                            Patents  (incorporated  by  reference  from  exhibit
                            10.66 to Coinmach Laundry's Form 10-K for the fiscal
                            year ended March 28, 1997, file number 1-11907)

      10.54                 Collateral  Assignment  of Leases,  dated January 8,
                            1997,   by  Coinmach  in  favor  of  Bankers   Trust
                            (incorporated  by reference  from  exhibit  10.67 to
                            Coinmach  Laundry's  Form 10-K for the  fiscal  year
                            ended March 28, 1997, file number 1-11907)

      10.55                 Collateral  Assignment  of  Location  Leases,  dated
                            January 8,  1997,  by  Coinmach  in favor of Bankers
                            Trust  (incorporated by reference from exhibit 10.68
                            to Coinmach  Laundry's Form 10-K for the fiscal year
                            ended March 28, 1997, file number 1-11907)

     10.56                  Amendment  to Investor  Purchase  Agreements,  dated
                            January 8, 1997, by and among Coinmach Laundry, GTCR
                            Fund IV,  Coinmach,  Heller,  Jackson  National Life
                            Insurance Company,  individually and as successor by
                            merger with Jackson National Life Insurance  Company
                            of Michigan (collectively, "JNL"), Harvard, James N.
                            Chapman  and  Michael  E.  Marrus  (incorporated  by
                            reference  from exhibit 10.69 to Coinmach  Laundry's
                            Form 10-K for the fiscal year ended March 28,  1997,
                            file number 1-11907)

      10.57                 Amendment  to  Investor  Purchase  Agreement,  dated
                            January 8, 1997, by and among Coinmach Laundry, GTCR
                            Fund IV, Heller,  JNL, Harvard,  MCS Capital,  Inc.,
                            James N. Chapman,  Michael E. Marrus, Mitchell Blatt
                            and Michael Stanky  (incorporated  by reference from
                            exhibit  10.70 to Coinmach  Laundry's  Form 10-K for
                            the fiscal  year ended March 28,  1997,  file number
                            1-11907)

      10.58                 Promissory  Note,  dated March 24, 1997,  of John E.
                            Denson  in  favor  of  Coinmach   (incorporated   by
                            reference  from exhibit 10.71 to Coinmach  Laundry's
                            Form 10-K for the fiscal year ended March 28,  1997,
                            file number 1-11907)

      10.59                 Deed of Trust,  Security  Agreement,  Assignment  of
                            Leases,  Rents and Profits,  Financing Statement and
                            Fixture  Filing,  made by Coinmach to Bankers Trust,
                            as executed on March 27, 1997 and recorded  with the
                            County  Clerk of  Dallas  County,  Texas on April 7,
                            1997  (incorporated  by reference from exhibit 10.72
                            to Coinmach  Laundry's Form 10-K for the fiscal year
                            ended March 28, 1997, file number 1-11907)

      10.60                 Asset  Purchase  Agreement,  dated July 17, 1997, by
                            and among Whitmer Vend-O-Mat Laundry Services, Inc.,
                            Stephen P. Close,  Kimberly A. Close, Ruth D. Close,
                            Kimberly  A.  Close,  Ruth D.  Close and  Stephen P.
                            Close, as trustees of the Alvin D. Close Trust,  SPC
                            Management,   Inc.  and  Coinmach  (incorporated  by
                            reference  from exhibit  number 10.57 to  Coinmach's
                            Form 10-Q for the quarterly  period ended  September
                            26, 1997, file number 1- 11907)

                                      -41-


<PAGE>


    EXHIBIT
    NUMBER(1)                                  DESCRIPTION
    ---------               ----------------------------------------------------

     10.61                 Stock Purchase Agreement, dated July 17, 1997, by and
                           among  Kimberly A. Close,  Stephen P. Close,  Ruth D.
                           Close,  Kimberly A. Close,  Ruth D. Close and Stephen
                           P. Close,  as  trustees of the Alvin D. Close  Trust,
                           National  Coin Laundry  Holding,  Inc,  National Coin
                           Laundry, Inc., National Laundry Equipment Company and
                           Coinmach  (incorporated  by  reference  from  exhibit
                           number  10.56  to   Coinmach's   Form  10-Q  for  the
                           quarterly  period  ended  September  26,  1997,  file
                           number 1-11907)

     10.62                 Amendment  No.  One and  Waiver,  dated as of June 2,
                           1997, to the Credit  Agreement dated as of January 8,
                           1997, among Coinmach,  Coinmach Laundry,  the lending
                           institutions  named  therein,  Bankers  Trust,  First
                           Union and  Lehman  (incorporated  by  reference  from
                           exhibit number 10.73 to Coinmach  Laundry's Form 10-Q
                           for the  quarterly  period ended June 27, 1997,  file
                           number 1-11907)

     10.63                 Amendment No. Two and Waiver,  dated as of October 7,
                           1997, to the Credit Agreement, dated as of January 8,
                           1997,  as amended by Amendment No. 1 dated as of June
                           2,  1997,  among  Coinmach,   Coinmach  Laundry,  the
                           lending  institutions  from  time  to  time  a  party
                           thereto,   Bankers  Trust,  First  Union  and  Lehman
                           (incorporated  by reference  from exhibit number 10.4
                           to  Coinmach  Laundry's  Form 8-K/A  Amendment  No. 1
                           dated October 8, 1997, file number 1-11907)

     10.64                 Indenture,  dated  as of  October  8,  1997,  by  and
                           between  Coinmach and State Street  ("State  Street")
                           (incorporated by reference from exhibit number 4.1 to
                           Coinmach  Laundry's  Form 8-K dated  October 8, 1997,
                           file number 1-11907)

     10.65                 Purchase  Agreement,  dated as of October 1, 1997, by
                           and  among  Coinmach,  Jefferies  and  Company,  Inc.
                           ("Jefferies"),  Lazard,  BT Alex. Brown  Incorporated
                           ("BT Alex.  Brown") and First Union  Capital  Markets
                           Corp. (incorporated by reference from exhibit 10.1 to
                           Coinmach  Laundry's  Form 8-K dated  October 8, 1998,
                           file number 1-11907)

     10.66                 Registration Rights Agreement, dated October 8, 1997,
                           by and among Coinmach,  Jefferies,  Lazard,  BT Alex.
                           Brown  and  First   Union   Capital   Markets   Corp.
                           (incorporated  by  reference  from  exhibit  10.2  to
                           Coinmach  Laundry's  Form 8-K dated  October 8, 1998,
                           file number 1- 11907)

     10.67                 Second Supplement  Indenture,  dated as of October 8,
                           1997  (Supplement  to Indenture  dated as of November
                           11,   1995)  from   Coinmach  to  State  Street  Bank
                           (incorporated  by  reference  from  exhibit  10.3  to
                           Coinmach  Laundry's  Form 8-K dated  October 8, 1998,
                           file number 1- 11907)

     10.68                 Amended  and  Restated  Employment  Agreement,  dated
                           September 5, 1996,  by and between John E. Denson and
                           Coinmach (incorporated by reference from exhibit 10.4
                           to Coinmach Laundry's  Registration Statement on Form
                           S-3, file number 333-37881)

     10.69                 Form of Underwriting Agreement, dated as of November,
                           1997, by and among Coinmach Laundry,  BT Alex. Brown,
                           Lehman  Brothers,  Inc.,  Raymond James & Associates,
                           Inc.,  Wheat,  First  Securities,  Inc. and Jefferies
                           (incorporated   by  reference  from  exhibit  1.1  to
                           Coinmach  Laundry's  Registration  Statement  on Form
                           S-3, file number 333-37881)

     10.70                 Purchase Agreement,  dated as of January 20, 1998, by
                           and among  Coinmach,  Matthew  A.  Spagat,  Jerome P.
                           Seiden,   Macke  Laundry   Service   Midwest  Limited
                           Partnership,   JPS  Laundry,   Inc.,   Macke  Laundry
                           Service,  Inc., Coin Controlled Washers,  Inc., Macke
                           Laundry  Service-Central  Limited Partnership,  Macke
                           Services-Texas,  Inc.,  Superior Coin, Inc., Superior
                           Coin II, Inc., and Advance/Macke  Domestic  Machines,
                           Inc. (incorporated by reference from exhibit 10.59 to
                           Coinmach Laundry's Form 8-K dated March 2, 1998, file
                           number 1-11907)



                                      -42-


<PAGE>


    EXHIBIT
    NUMBER(1)                                  DESCRIPTION
    ---------              -----------------------------------------------------

     10.71                 Amendment  No.  1,  dated  as of March  2,  1998,  to
                           Purchase Agreement,  dated as of January 20, 1998, by
                           and among  Coinmach,  Matthew  A.  Spagat,  Jerome P.
                           Seiden,   Macke  Laundry   Service   Midwest  Limited
                           Partnership,   JPS  Laundry,   Inc.,   Macke  Laundry
                           Service,  Inc., Coin Controlled Washers,  Inc., Macke
                           Laundry  Service-Central  Limited Partnership,  Macke
                           Services-Texas,  Inc.,  Superior Coin, Inc., Superior
                           Coin II, Inc., and Advance/Macke  Domestic  Machines,
                           Inc. (incorporated by reference from exhibit 10.60 to
                           Coinmach Laundry's Form 8-K dated March 2, 1998, file
                           number 1-11907)

     10.72                 Second Amended and Restated Credit  Agreement,  dated
                           as  of  March  2,  1998,  among  Coinmach,   Coinmach
                           Laundry,  First Union, as Syndication Agent,  Bankers
                           Trust, as  Administrative  Agent, and the Banks party
                           thereto (incorporated by reference from exhibit 10.61
                           to Coinmach  Laundry's  Form 8-K dated March 2, 1998,
                           file number 1-11907)

     10.73                 First  Amendment  to the Second  Amended and Restated
                           Credit  Agreement,  dated as of March 2, 1998,  among
                           Coinmach,   Coinmach   Laundry,   First   Union,   as
                           Syndication  Agent,  Bankers Trust, as Administrative
                           Agent,  and the Banks party thereto  (incorporated by
                           reference  from exhibit  10.62 to Coinmach  Laundry's
                           Form 8-K dated March 2, 1998, file number 1-11907)

     10.74                 Supply  Agreement,  dated as of May 13, 1997,  by and
                           among Coinmach,  SLEC and Raytheon  Appliances,  Inc.
                           (incorporated  by  reference  from  exhibit  10.58 to
                           Coinmach Laundry's Form 10-Q for the quarterly period
                           ended December 26, 1997, file number 1-11907)

     10.75                 Supply  Agreement,  dated as of May 1,  1998,  by and
                           among   Coinmach,   SLEC  and   Raytheon   Commercial
                           Laundries, LLC (certain portions of this exhibit were
                           omitted  pursuant  to  the  grant  of a  request  for
                           confidential treatment)

     10.76                 Agreement  and  Plan of  Merger,  dated as of May 12,
                           2000,   between  CLC   Acquisition   Corporation  and
                           Coinmach   Laundry   Corporation   (incorporated   by
                           reference from exhibit number 1 to Coinmach Laundry's
                           Schedule  14D-9  dated  May  26,  2000,  file  number
                           1-11907)

     16.1                  Letter, dated June 29, 1995, from Arthur Andersen LLP
                           to the Securities and Exchange  Commission  regarding
                           change in  certifying  accountants  (incorporated  by
                           reference  from  exhibit  number  16.1 to  Coinmach's
                           Registration  Statement on Form S-1, file number 333-
                           00620)

     21.1                  Subsidiaries of Coinmach Laundry

     27.1                  Financial Data Schedule

----------------
(1)  Exhibit  numbers are  referenced  to Item 601 of  Regulation  S-K under the
     Securities Exchange Act of 1934, as amended.



     (b)  Reports on Form 8-K.

              During the year ended March 31, 2000, the Company did not file any
          reports on Form 8-K.


     (c)  Exhibits -- See (a)(2) above.


     (d)  None.

                                      -43-


<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Roslyn,
State of New York on June 28, 2000.

                           COINMACH LAUNDRY CORPORATION


                           By:  /s/ STEPHEN R. KERRIGAN
                                -------------------------------
                                Stephen R. Kerrigan
                                Chief Executive Officer

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


Date: June 28, 2000        By: /s/ STEPHEN R. KERRIGAN
                               -------------------------------------------
                                       Stephen R. Kerrigan
                               Chairman of the Board of Directors and
                           Chief Executive Officer (Principal Executive Officer)


Date: June 28, 2000        By: /s/ MITCHELL BLATT
                                ------------------------------------------
                                             Mitchell Blatt
                           Director, President and Chief Operating Officer


Date: June 28, 2000        By: /s/ ROBERT M. DOYLE
                              --------------------------------------------
                                             Robert M. Doyle
                            Chief Financial Officer, Senior Vice President
                                        Secretary and Treasurer
                            (Principal Financial and Accounting Officer)


Date: June 28, 2000        By: /s/ JOHN E. DENSON
                               --------------------------------------------
                                              John E. Denson
                               Senior Vice President - Corporate Development


Date: June 28, 2000        By:  /s/ MICHAEL STANKY
                               --------------------------------------------
                                              Michael Stanky
                                           Senior Vice President



Date: June 28, 2000        By: /s/ DAVID A. DONNINI
                               --------------------------------------------
                                           David A. Donnini
                                              Director


                                      -44-


<PAGE>




Date: June 28, 2000        By:  /s/ JAMES N. CHAPMAN
                                --------------------------------------------
                                             James N. Chapman
                                                 Director



Date: June 28, 2000        By:  /s/ BRUCE V. RAUNER
                              --------------------------------------------
                                              Bruce V. Rauner
                                                 Director



Date: June 28, 2000        By:  /s/ STEPHEN G. CERRI
                              --------------------------------------------
                                             Stephen G. Cerri
                                                 Director


Date: June 28, 2000        By:  /s/ ARTHUR B. LAFFER
                              --------------------------------------------
                                             Arthur B. Laffer
                                                 Director



                                      -45-


<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

                   Index to Consolidated Financial Statements




Report of Independent Auditors..........................................  F-1

As of March 31, 2000 and March 31, 1999:
   Consolidated Balance Sheets..........................................  F-2
For the Years Ended March 31, 2000, 1999 and 1998:
   Consolidated Statements of Operations................................  F-3
   Consolidated Statements of Stockholders' Equity......................  F-4
   Consolidated Statements of Cash Flows................................  F-6
Notes to Consolidated Financial Statements..............................  F-8


<PAGE>



                         Report of Independent Auditors

To the Board of Directors of
   Coinmach Laundry Corporation

We have audited the accompanying consolidated balance sheets of Coinmach Laundry
Corporation and Subsidiaries  (the "Company") as of March 31, 2000 and 1999, and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash flows for each of the three years in the period ended March 31, 2000. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Coinmach Laundry
Corporation and  Subsidiaries  at March 31, 2000 and 1999, and the  consolidated
results of their  operations and their cash flows for each of the three years in
the period  ended March 31,  2000,  in  conformity  with  accounting  principles
generally accepted in the United States.


                                                         /s/ ERNST & YOUNG LLP



Melville, New York

May 17, 2000, except for paragraph 2 of Note 12,
  as to which the date is May 26, 2000



                                      F-1
<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

                           Consolidated Balance Sheets

                            (In thousands of dollars)
<TABLE>
<CAPTION>

                                                                                            March 31
                                                                                      2000             1999
                                                                                ----------------- ----------------
<S>                                                                              <C>               <C>
Assets
Cash and cash equivalents                                                         $     23,174      $     26,515
Receivables, less allowance of $638 and $618                                            10,206             8,107
Inventories                                                                             17,770            16,328
Prepaid expenses                                                                         6,977             6,552
Advance location payments                                                               77,212            79,705

Land, property and equipment:
   Laundry equipment and fixtures                                                      361,291           301,894
   Land, building and improvements                                                      41,693            34,830
   Trucks and other vehicles                                                            13,819            10,223
                                                                                ----------------- ----------------
                                                                                       416,803           346,947
   Less accumulated depreciation and amortization                                     (179,643)         (123,337)
                                                                                ----------------- ----------------
Net property and equipment                                                             237,160           223,610

Contract rights, net of accumulated amortization of $102,307
   and $70,602                                                                         384,680           413,014
Goodwill, net of accumulated amortization of $28,248 and $20,318                       101,253           109,025
Other assets                                                                            17,741            18,440
                                                                                ----------------- ----------------
Total assets                                                                       $   876,173       $   901,296
                                                                                ================= ================

Liabilities and Stockholders' Equity
Accounts payable                                                                   $    20,769       $    20,478
Accrued rental payments                                                                 28,445            26,888
Accrued interest                                                                        15,786            15,516
Other accrued expenses                                                                  12,972            13,366
Deferred income taxes                                                                   74,022            81,494
11-3/4% Senior Notes                                                                   296,655           296,655
Premium on 11-3/4% Senior Notes, net                                                     6,789             8,023
Credit facility indebtedness                                                           382,020           384,003
Other long-term debt                                                                     6,394             6,833

Stockholders' equity:
   Common stock                                                                            132               132
   Capital in excess of par value                                                      105,026           104,231
   Accumulated deficit                                                                 (72,693)          (56,104)
                                                                                ----------------- ----------------
                                                                                        32,465            48,259
   Treasury stock                                                                           (8)                -
   Receivables from stockholders                                                          (136)             (219)
                                                                                ----------------- ----------------
Total stockholders' equity                                                              32,321            48,040
                                                                                ----------------- ----------------
Total liabilities and stockholders' equity                                         $   876,173       $   901,296
                                                                                ================= ================
</TABLE>

See accompanying notes.


                                      F-2
<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

                      Consolidated Statements of Operations

                (In thousands of dollars, except per share data)

<TABLE>
<CAPTION>

                                                                       Year ended March 31
                                                            2000              1999              1998
                                                      ------------------------------------------------------
<S>                                                    <C>                <C>               <C>
Revenues                                                 $   527,079       $   505,323      $   324,887

Costs and expenses:
   Laundry operating expenses                                349,925           331,647          217,333
   General and administrative expenses                         8,441             8,017            6,194
   Depreciation and amortization                             123,002           113,448           75,453
   Stock based compensation charge                               783             1,269            1,446
                                                      ------------------------------------------------------
                                                             482,151           454,381          300,426
                                                      ------------------------------------------------------

Operating income                                              44,928            50,942           24,461

Interest expense, net                                         67,326            65,995           44,662
                                                      ------------------------------------------------------
Loss before income taxes                                     (22,398)          (15,053)         (20,201)
                                                      ------------------------------------------------------

Provision (benefit) for income taxes:
   Current                                                     1,743             1,264              299
   Deferred                                                   (7,552)           (4,343)          (5,633)
                                                      ------------------------------------------------------
                                                              (5,809)           (3,079)          (5,334)
                                                      ------------------------------------------------------
Net loss                                                 $   (16,589)      $   (11,974)     $   (14,867)
                                                      ======================================================

Basic and diluted net loss per share                     $     (1.26)      $     (0.91)     $     (1.32)
                                                      ======================================================

Weighted average common
   shares outstanding                                     13,171,868       13,167,783        11,242,006
                                                      ======================================================
</TABLE>

See accompanying notes.

                                      F-3
<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

                 Consolidated Statements of Stockholders' Equity

             (In thousands of dollars, except par value and shares)


<TABLE>
<CAPTION>

                                     Balance                  Issuance                    Net Activity     Balance
                                    March 28,                 of Common    Stock Based    in Loans to    March 31,
                                      1997        Net Loss      Stock      Compensation   Stockholders       1998      Net Loss
                                   -------------- ----------- ------------ -------------- -------------- ------------- ----------
<S>                                <C>            <C>         <C>          <C>            <C>             <C>          <C>
Voting Class A common stock,
   par value $.01: authorized
   shares--35,000,000; issued
   shares  end of
   period--12,687,135,                  $  100      $     -      $   27        $    -          $  -         $   127     $     -
   12,927,459 and 12,939,391
Non-voting Class B common
   stock, par value $.01:
   authorized shares--1,000,000;
   issued shares end of
   period--480,648, 240,324 and              5            -           -             -             -               5           -
   240,324
Capital in excess par value            53,160            -      48,576         1,342             -         103,078           -
Accumulated deficit                   (29,263)     (14,867)          -             -             -         (44,130)    (11,974)
                                  -------------- ----------- ------------ -------------- -------------- ------------- ----------
                                       24,002      (14,867)     48,603         1,342             -          59,080     (11,974)
Receivables from stockholders            (439)           -           -             -           104            (335)          -
                                  -------------- ----------- ------------ -------------- -------------- ------------- ----------
                                       $23,563     $(14,867)    $48,603       $1,342          $104         $58,745     $(11,974)
                                  ============== =========== ============ ============== ============== ============= ==========


                   Net
               Activity in                  Balance
 Stock Based     Loans to     Conversion   March 31,
 Compensation  stockholders    of Stock       1999
 ------------- ------------- ----------- -------------
<C>            <C>           <C>         <C>





      $   -         $   -        $  2       $   129





          -            -          (2)              3

     1,153             -           -       104,231
         -             -           -       (56,104)
 ------------- ------------- ----------- -------------
     1,153             -           -        48,259
         -           116           -          (219)
 ------------- ------------- ----------- -------------
     $1,153        $ 116        $  -       $48,040
 ============= ============= =========== =============
</TABLE>



See accompanying notes.

                                      F-4

<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

           Consolidated Statements of Stockholders' Equity (continued)

             (In thousands of dollars, except par value and shares)
<TABLE>
<CAPTION>


                                             Balance                                                             Net
                                          March 31, 1999              Issuance of                            Activity in   Balance
                                              Brought                   Common       Stock Based   Treasury    Loans to    March 31,
                                             Forward      Net Loss       Stock       Compensation    Stock   Stockholders    2000
                                         --------------- -----------  ------------  -------------  -------- -------------  ---------
<S>                                      <C>             <C>           <C>          <C>           <C>       <C>            <C>

Voting Class A common stock,
  par value $.01:
   Authorized shares--35,000,000;
     issued shares end of
     period--12,687,135,
     12,927,459 and 12,939,391             $     129     $       -       $   -         $   -       $      -       $  -     $    129
Non-voting Class B common stock,
  par value $.01: Authorized
  shares--1,000,000; issued shares
  end of period--480,648,
   240,324 and 240,324                              3             -           -             -              -          -           3
Capital in excess par value                   104,231             -          95           700              -          -     105,026
Accumulated deficit                           (56,104)      (16,589)          -             -              -          -     (72,693)
                                            ----------   -----------     ------        ------       --------       ----    ---------
                                               48,259       (16,589)         95           700              -          -      32,465
Purchase of Class A common stock                    -             -           -             -            (64)         -         (64)
Issuance of Class A common stock                    -             -           -             -             56          -          56
Receivables from stockholders                    (219)            -           -             -              -         83        (136)
                                            ----------   -----------     ------        ------        --------       ----   ---------
                                             $ 48,040     $ (16,589)      $  95         $ 700          $  (8)      $ 83    $ 32,321
                                            =========    ==========       =====        ======        ========       ====   =========

</TABLE>

See accompanying notes.
                                      F-5

<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

                      Consolidated Statements of Cash Flows

                            (In thousands of dollars)

<TABLE>
<CAPTION>

                                                                            Year ended March 31
                                                                   2000             1999               1998
                                                              -------------------------------------------------
<S>                                                            <C>            <C>                 <C>
Operating activities
Net loss                                                        $   (16,589)    $   (11,974)      $   (14,867)
Adjustments to reconcile net loss to net cash provided by
   operating activities:
     Depreciation and amortization                                   56,601          52,135            30,649
     Amortization of advance location payments                       24,622          20,339            11,280
     Amortization of intangibles                                     41,779          40,974            33,524
     Deferred income taxes                                           (7,552)         (4,343)           (5,633)
     Amortization of debt discount and deferred issue costs
                                                                      1,775           1,824             1,091
     Amortization of premium on 11-3/4% Senior Notes
                                                                     (1,234)         (1,235)             (617)
     Stock based compensation                                           783           1,269             1,446
     Change in operating assets and liabilities, net of
       businesses acquired:
         Other assets                                                (2,732)         (1,462)           (3,027)
         Receivables, net                                            (2,099)            469             1,406
         Inventories and prepaid expenses                            (1,588)         (1,596)           (2,898)
         Accounts payable                                               292           3,327               719
         Accrued interest, net                                          270           1,052             4,281
         Other accrued expenses, net                                 (4,070)          2,172             1,196
                                                              --------------- ----------------- --------------
Net cash provided by operating activities                            90,258         102,951            58,550
                                                              --------------- ----------------- --------------

Investing activities
Additions to property and equipment                                 (69,317)        (62,082)          (42,468)
Advance location payments to location owners                        (19,087)        (22,052)          (13,330)
Additions to net assets related to acquisitions of
   businesses (net of promissory notes of
   $2,250 in 1998)                                                        -         (97,531)         (295,676)
Sale of property and equipment                                            -               -               599
                                                              --------------- ----------------- --------------
Net cash used in investing activities                               (88,404)       (181,665)         (350,875)
                                                              --------------- ----------------- --------------
</TABLE>


                                      F-6
<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

                Consolidated Statements of Cash Flows (continued)

                            (In thousands of dollars)

<TABLE>
<CAPTION>

                                                                            Year ended March 31
                                                                   2000            1999             1998
                                                              -----------------------------------------------
<S>                                                            <C>              <C>               <C>
Financing activities
Debt transactions:
   Net (repayments) proceeds from credit facility               $  (1,983)      $  87,736        $  166,267
   Net (repayments) borrowings of bank and other borrowings
                                                                     (398)         (1,639)              396
   Principal payments on capitalized lease obligations
                                                                   (2,902)         (2,894)           (1,173)
   Deferred debt issuance costs                                         -            (430)           (9,015)
   Proceeds from issuance of 11-3/4% senior notes                       -               -           109,875
   Repayment of 9-7/8% promissory note                                                  -           (15,000)
Equity transactions:
   Net proceeds from public offering of common stock
                                                                        -               -            48,702
   Proceeds from issuance of common stock                              96               -                 -
   Purchase of treasury stock                                          (8)              -                 -
                                                              --------------- ----------------- --------------
Net cash (used in) provided by financing activities                (5,195)         82,773           300,052
                                                              --------------- ----------------- --------------
Net (decrease) increase in cash and cash equivalents               (3,341)          4,059             7,727
Cash and cash equivalents, beginning of year                       26,515          22,456            14,729
                                                              --------------- ----------------- --------------
Cash and cash equivalents, end of year                          $  23,174       $  26,515        $   22,456
                                                              =============== ================= ==============

Supplemental disclosure of cash flow information
Interest paid                                                   $  66,543       $  64,418        $   38,385
                                                              =============== ================= ==============
Income taxes paid                                               $   2,829       $     477        $      358
                                                              =============== ================= ==============

Noncash financing activities
Acquisition of fixed assets through capital leases              $   3,361       $   2,307        $    1,111
                                                              =============== ================= ==============
</TABLE>


See accompanying notes.


                                      F-7

<PAGE>


                  Coinmach Laundry Corporation and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 March 31, 2000



1. Summary of Significant Accounting Policies

Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Coinmach Laundry Corporation,  a Delaware corporation ("Coinmach Laundry"),  and
its  wholly-owned  subsidiaries  (collectively  the  "Company")  which  includes
Coinmach Corporation ("Coinmach").  The Company's core business involves leasing
laundry rooms from building owners and property management companies, installing
and  servicing the laundry  equipment and  collecting  revenues  generated  from
laundry   machines.   At  March  31,  2000,   the  Company  owned  and  operated
approximately  790,000 washers and dryers in  approximately  79,000 locations on
routes  throughout  the  United  States and in 184  retail  laundromats  located
throughout Texas and Arizona.  The Company provides  laundromat  services at all
such retail  locations.  Super Laundry  Equipment  Corp.  ("Super  Laundry"),  a
wholly-owned  subsidiary  of Coinmach,  is a laundromat  equipment  distribution
company.   The  Company  also  leases  laundry  equipment  and  other  household
appliances to corporate  relocation entities,  individuals,  property owners and
managers of multi-family housing properties.

All material  intercompany  accounts and  transactions  have been  eliminated in
consolidation.

Recognition of Revenues

The Company has  agreements  with various  property  owners that provide for the
Company's installation and operation of laundry machines at various locations in
return  for  a  commission.   These  agreements   provide  for  both  contingent
(percentage  of revenues) and fixed  commission  payments.  The Company  reports
revenues  from  laundry  machines on the accrual  basis and has accrued the cash
estimated to be in the machines at the end of each fiscal year.

                                      F-8
<PAGE>



                  Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Super Laundry's customers generally sign sales contracts pursuant to which Super
Laundry constructs and equips complete laundromat operations; including location
identification,  construction,  plumbing,  electrical  wiring  and all  required
permits.  Revenue is recognized on the completed  contract method. A contract is
considered   complete   when  all  costs  have  been  incurred  and  either  the
installation is operating  according to  specifications  or has been accepted by
the customer.  The duration of such  contracts is normally less than six months.
Sales of laundromats amounted to approximately $29.1 million,  $25.3 million and
$21.8 million in 2000, 1999 and 1998, respectively.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with original  maturities of
three months or less when purchased to be cash equivalents.

Inventories

Inventories are valued at the lower of cost (first-in,  first-out) or market and
consist of the following (in thousands):

                                       March 31
                                  2000              1999
                              ------------     ------------

Laundry equipment              $   13,273      $   11,785
Machine repair parts                4,497           4,543
                              ------------     ------------
                               $   17,770      $   16,328
                              ============     ============



                                      F-9
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Land, Property and Equipment

Property,  equipment  and  leasehold  improvements  are  carried at cost and are
depreciated  or  amortized  on a  straight-line  basis  over the  lesser  of the
estimated useful lives or lease life, whichever is shorter.

Laundry equipment, installation costs and fixtures              5 to 8 years
Leasehold improvements and decorating costs                     5 to 8 years
Trucks and other vehicles                                       3 to 4 years

Upon the sale or  retirement  of property  and  equipment,  the cost and related
accumulated  depreciation are eliminated from the respective  accounts,  and the
resulting  gain or loss is  included  in income.  Maintenance  and  repairs  are
charged to  operations  currently,  and  replacements  of laundry  machines  and
significant improvements are capitalized.

Goodwill and Contract Rights

Goodwill,  under  purchase  accounting,  represents the excess of cost over fair
value of net assets  acquired and is being  amortized on a  straight-line  basis
over periods ranging from 15 to 20 years.

Contract rights represent  amounts expended for location  contracts arising from
the  acquisition of laundry  machines on location.  These  amounts,  which arose
solely from purchase price allocations,  are amortized on a straight-line  basis
over the period of  expected  benefit  of 15 years and are based on  independent
appraisals or present valued future cash flows at prevailing discount rates.

Management  evaluates  the  realizability  of the goodwill  and contract  rights
balances  (if there are  indicators  of  impairment)  based  upon the  Company's
forecasted  undiscounted  cash flows and  operating  income.  Based upon present
operations  and  strategic  plans,  management  believes  that no  impairment of
goodwill or contract rights has occurred.


                                      F-10
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Advance Location Payments

Advance  location  payments to location  owners are amortized on a straight-line
basis over the contract term, which generally ranges from 5 to 10 years.

Loss Per Share

Basic and diluted loss per share for 2000,  1999 and 1998 was  calculated  based
upon the weighted  average  number of common shares  outstanding.  Conversion of
common equivalent shares (stock options) was not assumed since the results would
have been antidilutive.

Employee Stock Options

Financial  Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards ("SFAS") No. 123,  Accounting for Stock-Based  Compensation  defines a
fair value  method of  accounting  for the  issuance of stock  options and other
equity instruments.  Under the fair value method,  compensation cost is measured
at the grant date based on the fair  value of the award and is  recognized  over
the service period,  which is usually the vesting  period.  Pursuant to SFAS No.
123,  companies are permitted to continue to account for such transactions under
Accounting   Principles  Board  Opinion  No.  25,   Accounting  for  Stock-Based
Compensation  ("APB No.  25"),  but are  required to  disclose in the  financial
statement footnotes, pro forma net (loss) income and per share amounts as if the
Company had applied the new method of accounting for all grants made during 1996
and thereafter. SFAS No. 123 also requires increased disclosures for stock-based
compensation arrangements. The Company has elected to continue to follow APB No.
25 in accounting for stock options and has adopted the  disclosure  requirements
of SFAS No. 123 (see Note 7d).


                                      F-11
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Comprehensive Income

SFAS  No.  130,  Reporting  Comprehensive  Income,   establishes  standards  for
reporting  comprehensive  income and its  components  in  financial  statements.
Comprehensive  income, as defined,  includes all changes in equity, (net assets)
during a period from  non-owner  sources.  To date,  the Company has not had any
transactions that are required to be reported in comprehensive income.

Income Taxes

The Company  accounts for income taxes pursuant to the liability  method whereby
deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases. Any deferred tax assets  recognized for net operating loss  carryforwards
and other items are reduced by a valuation allowance when it is more likely than
not that the benefits may not be realized.  Deferred tax assets and  liabilities
are measured  using enacted tax rates expected to apply to taxable income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.

Advertising

The Company expenses advertising costs as incurred. Advertising expense was $1.8
million, $1.3 million and $1.2 million, for 2000, 1999 and 1998, respectively.

Impairment of Long-Lived Assets

In accordance  with SFAS No. 121,  Accounting  for the  Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be Disposed Of the Company  evaluates  the
requirement  to  recognize  impairment  losses  on  long-lived  assets  used  in
operations when indicators of impairment are present and the  undiscounted  cash
flows  estimated  to be  generated  by those  assets  are less than the  assets'
carrying  amount.   Company  management  believes  that  no  impairment  to  its
long-lived assets has occurred.


                                      F-12
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Derivative Instruments and Hedging Activities

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities,  which is  required to be adopted for all
fiscal  quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133
will require the Company to recognize  all  derivatives  on the balance sheet at
fair value.

If the derivative is a hedge that is eligible for special accounting,  depending
on the nature of the hedge, changes in the fair value of derivatives will either
be offset against the change in fair value of the hedged assets, liabilities, or
firm commitments  through earnings or recognized in other  comprehensive  income
until the hedged item is recognized in earnings.  The  ineffective  portion of a
derivative's change in fair value will be immediately recognized in earnings.

Currently,  the  Company's  only exposure to  derivatives  is interest rate swap
transactions (see Note 4b) and, therefore, the Company does not believe SFAS No.
133 will have a significant impact on the earnings and financial position of the
Company.  The Company will adopt the Statement as required for its first quarter
filing of the year ending March 31, 2001.

Recently Issued Pronouncement

In March 2000,  the FASB issued  Interpretation  No. 44,  Accounting for Certain
Transactions Involving Stock Compensation,  an interpretation of APB Opinion No.
25.  Interpretation  No. 44 provides  additional  guidance on the recognition of
compensation  expense,  the definition of an employee,  stock option repricings,
and the impact of other modifications  related to stock options.  Interpretation
No. 44 is effective July 1, 2000 and should  generally be applied  prospectively
to grants of options after July 1, 2000. The Company has adopted  Interpretation
No. 44 and such adoption had no effect on operations or the financial  condition
of the Company.


                                      F-13
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. Summary of Significant Accounting Policies (continued)

Fiscal Year

On  March 6,  1998,  the  Company  changed  its  fiscal  year end to the  twelve
consecutive months ending March 31. The Company's fiscal year had been the 52 or
53 week period ending on the last Friday in March.  The impact of this change in
1998 was not material to the financial  statements  taken as a whole.  The years
ended  March 31,  1998,  1999 and 2000 are  referred  to as  "1998",  "1999" and
"2000", respectively.

2. Business Combinations

a. The G&T Acquisition--1999

On June 5, 1998, the Company  completed the acquisition (the "G&T  Acquisition")
of  Gordon  &  Thomas  Company,  Inc.  ("G&T")  for a  cash  purchase  price  of
approximately $58 million, excluding transaction expenses, and the assumption of
certain liabilities.  G&T operated  approximately 36,000 washers and dryers, and
provided  outsourced  laundry  equipment  services  to  multi-family  properties
throughout New York and New Jersey.  The excess of cost over net tangible assets
acquired of approximately $50.2 million has been allocated to contract rights.

b. The Macke Acquisition--1998

On March 2, 1998,  Coinmach  completed the  acquisition of Macke Laundry Service
Limited  Partnership  and  substantially  all of the assets of  certain  related
entities (collectively "Macke") for an aggregate purchase price of approximately
$213 million (the "Macke Acquisition"),  excluding  transaction expenses.  Macke
operated  approximately  236,000  washers and dryers,  and  provided  outsourced
laundry  equipment  services to  multi-family  properties  throughout the United
States.   The  excess  of  cost  over  the  net  tangible   assets  acquired  of
approximately $135.9 million has been allocated to contract rights.


                                      F-14
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


2. Business Combinations (continued)

c. Other Acquisitions

During the 1999 fiscal year,  the Company  made  acquisitions  of several  small
route  businesses  for cash  purchase  prices  aggregating  approximately  $39.5
million.   The  excess  of  cost  over  the  net  assets  acquired  amounted  to
approximately  $33.1  million  of which  approximately  $26.7  million  has been
allocated to contract rights and  approximately  $6.4 million has been allocated
to goodwill.

During the 1998 fiscal year,  the Company  made  acquisitions  of several  small
route  businesses  or assets of  businesses  with  purchase  prices  aggregating
approximately $84 million, of which the Company paid approximately $81.8 million
in cash and $2.3 million in  promissory  notes issued by the Company,  which are
included  in other  long-term  debt.  The  excess  of cost  over the net  assets
acquired amounted to approximately  $63.6 million of which  approximately  $47.1
million has been allocated to contract  rights and  approximately  $16.5 million
has been allocated to goodwill.

All acquisitions have been accounted for as purchases and,  accordingly,  assets
and  liabilities  have been recorded at their estimated fair values at the dates
of  acquisition  and the results of operations  are included  subsequent to that
date.

The following table reflects  unaudited pro forma combined results of operations
of the Company and the 1999 and 1998 acquired  businesses  described above as if
the acquisitions had taken place at the beginning of 1998 (in thousands,  except
per share data):
                                                      Year ended March 31,
                                                     1999               1998
                                                 ------------      -------------

Revenues                                         $   516,898       $   500,489
Net loss                                             (12,248)          (18,615)
Basic and diluted net loss per common share             (.93)            (1.66)

These unaudited pro forma results have been presented for  comparative  purposes
only and include certain adjustments,  such as increased interest expense on the
related  acquisition  debt and  additional  amortization  expense of  intangible
assets,  offset by the  capitalization  of installation  and decorating costs to
conform to the accounting policy of the Company.


                                      F-15
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


2. Business Combinations (continued)

In management's  opinion, the unaudited pro forma combined results of operations
are not  indicative  of the actual  results  that would  have  occurred  had the
acquisitions described above been consummated at the beginning of 1998 or of the
results of future  operations of the combined  companies under the ownership and
management of the Company.


3. Receivables

Receivables consist of the following (in thousands):

                                                    March 31,
                                             2000            1999
                                          ------------   ------------

Trade receivables                         $    9,725     $   7,220
Notes receivable                                 257           469
Other                                            862         1,036
                                          ------------   ------------
                                              10,844         8,725
Allowance for doubtful accounts                  638           618
                                          ------------   ------------
                                          $   10,206     $   8,107
                                          ============   ============

Notes  receivable,  which  arise  from the  construction  of  laundromats,  bear
interest at a weighted  average rate of  approximately  10% per annum and mature
through 2004. The notes are  collateralized by the underlying laundry equipment.
The  Company  periodically  sells  notes  receivable  arising  from  the sale of
laundromats to third party finance companies.  Included in other receivables are
finance reserves,  which arise when the Company sells notes and a portion of the
proceeds are retained by the finance  company.  As the notes are collected,  the
finance companies remit a portion of the collections to the Company. Many of the
notes  receivable are sold with recourse to the Company (see Note 8). Control of
the notes  sold with  recourse  is  surrendered  by the  Company  on the date of
transfer.  The Company  generally sells its notes  receivables  with recourse at
cost, recognizing no gain or loss.


                                      F-16
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


4. Debt

Debt consists of the following (in thousands):
                                                        March 31,
                                                 2000                 1999
                                              -------------      ---------------

11-3/4% Senior Notes due 2005                  $   296,655        $   296,655
Premium on 11-3/4% Senior Notes, net                 6,789              8,023
Credit facility indebtedness                       382,020            384,003
Obligations under capital leases                     4,748              4,291
Other long-term debt with varying
   terms and maturities                              1,646              2,542
                                               ------------       -------------
                                               $   691,858        $   695,514
                                               ============       =============

a. 11-3/4% Senior Notes

On October 8, 1997, Coinmach completed a private placement (the "Bond Offering")
of $100 million aggregate  principal amount of its 11-3/4% Series C Senior Notes
due  2005  (the  "Series  C  Notes")  on  substantially  identical  terms as its
outstanding  Series B 11-3/4% Senior Notes due 2005 (the "Series B Notes").  The
gross  proceeds  from the Bond Offering  were  $109.875  million,  of which $100
million   represented  the  principal  amount  outstanding  and  $9.875  million
represented  the  payment of a premium  for the Series C Notes.  The  premium is
being  amortized  as a reduction  of interest  expense  through  November  2005.
Coinmach  used  approximately  $105.4  million of the net proceeds from the Bond
Offering  to  repay   indebtedness   outstanding   under  its  senior  financing
arrangement.  On December 23, 1997, Coinmach commenced an offer to exchange (the
"Exchange  Offer") up to $296.7 million of its  registered  11-3/4% Senior Notes
due 2005 (the "11-3/4%  Senior Notes") for any and all of its Series C Notes and
its Series B Notes.  The Exchange  Offer expired on February 6, 1998,  and as of
such date the  holders  of 100% of the  outstanding  Series B Notes and Series C
Notes tendered such notes in the Exchange Offer.

Interest  on the 11-3/4%  Senior  Notes is payable  semi-annually  on May 15 and
November 15. The 11-3/4%  Senior Notes are  redeemable at the option of Coinmach
at any time after  November  15, 2000 at a price equal to 105-7/8%  declining to
par if redeemed  after  November 15,  2002.  The 11-3/4%  Senior  Notes  contain
certain  financial  covenants  and  restrict  the payment of certain  dividends,
distributions or other payments from Coinmach to Coinmach Laundry.


                                      F-17
<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


4. Debt (continued)

b. Credit Facility

The Company's  existing  credit  facility with Bankers Trust Company  ("Banker's
Trust"), First Union National Bank of North Carolina ("First Union") and certain
other  lending  institutions,  as amended  (the  "Amended  and  Restated  Credit
Facility"),  provides  for an  aggregate  of $435  million of secured  financing
consisting of: (i) a $160 million  revolving credit facility  currently  bearing
interest  at an annual rate of LIBOR plus  1.75%;  (ii) a $75 million  Tranche A
term loan facility  currently  bearing  interest at an annual rate of LIBOR plus
2.25% and (iii) a $200 million  Tranche B term loan facility  currently  bearing
interest at an annual rate of LIBOR plus 2.50%.  The Amended and Restated Credit
Facility  also  provides  for up to $10 million of letter of credit  financings.
These interest rates are subject to change from time to time and may increase by
25 basis  points or decrease up to 75 basis  points  based on certain  financial
ratios set forth in the Amended and Restated Credit Facility.  Under the Amended
and Restated Credit  Facility,  the working capital revolver and the acquisition
revolver  mature on December 31, 2003, the Tranche A term loan facility  matures
on December  31, 2004 and the Tranche B term loan  facility  matures on June 30,
2005.

On January 12,  2000,  the  Amended and  Restated  Credit  Facility  was further
amended to provide,  among other  things,  that the  working  capital  revolving
credit facility and the acquisition revolving credit facility be combined into a
single revolving  credit facility without  increasing the total aggregate amount
of such revolving credit facility ($160 million) which revolving credit facility
is available for general corporate purposes, including acquisitions.

Interest on the  Company's  borrowings  under the Amended  and  Restated  Credit
Facility is payable quarterly in arrears with respect to Base Rate Loans and the
last day of each applicable interest period with respect to Eurodollar Loans and
at a rate per annum no greater than the sum of the  Applicable  Base Rate Margin
plus the  Base  Rate or the sum of the  Applicable  Eurodollar  Margin  plus the
Eurodollar  Rate (in each case,  as defined in the Amended and  Restated  Credit
Facility).  Subject to the terms and  conditions  of the  Amended  and  Restated
Credit  Facility,  the Company  may, at its option  convert Base Rate Loans into
Eurodollar loans.


                                      F-18
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


4. Debt (continued)

At March 31, 2000, the monthly  variable  LIBOR interest rate was  approximately
6.13%.

The Company  entered into swap agreements to reduce its exposure to fluctuations
in interest rates relating to its variable rate debt portfolio.  On February 23,
1998, Coinmach entered into a 33 month $75 million notional amount interest rate
swap  transaction  with Bankers Trust, to fix the monthly LIBOR interest rate at
5.71% on the Amended and Restated Credit  Facility.  The fair value of this swap
transaction  at March 31,  2000,  as estimated  by a dealer,  was  approximately
$328,000  unfavorable  and at  March  31,  1999  it was  approximately  $584,000
unfavorable.

On March 2, 1998, Coinmach entered into a 32 month, $100 million notional amount
interest  rate swap  transaction  with First  Union,  to fix the  monthly  LIBOR
interest rate at 5.83% on a portion of the Amended and Restated Credit Facility.
On September 15, 1998, the Company amended the March 2, 1998 swap agreement with
First Union to increase  the  notional  amount to $175 million and to reduce the
fixed  monthly  LIBOR rate to 5.515%.  The new  expiration  date is November 15,
2002. The fair value of this swap transaction at March 31, 2000, as estimated by
a dealer,  was approximately $5.1 million favorable and at March 31, 1999 it was
approximately $203,000 unfavorable.

On April 7, 1998,  the Company  entered  into a 31 month,  $75 million  notional
amount  interest rate swap  transaction  with Bankers Trust,  to fix the monthly
LIBOR interest rate at 5.75% on the Amended and Restated  Credit  Facility.  The
fair value of this swap transaction at March 31, 2000, as estimated by a dealer,
was   approximately   $308,000   unfavorable  and  at  March  31,  1999  it  was
approximately $633,000 unfavorable.

Indebtedness under the Amended and Restated Credit Facility is secured by all of
the Company's real and personal property.  Under the Amended and Restated Credit
Facility,  the Company has pledged to Bankers Trust,  as Collateral  Agent,  its
interests  in all of the  issued  and  outstanding  shares of  capital  stock of
Coinmach.  In addition to certain terms and  provisions,  events of default,  as
defined,  and customary  restrictive  covenants and agreements,  the Amended and
Restated Credit Facility contains certain covenants  including,  but not limited
to, a maximum leverage ratio, a minimum  consolidated  interest  coverage ratio,
and limitations on indebtedness, capital expenditures, advances, investments and
loans,  mergers and  acquisitions,  dividends,  stock issuances and transactions
with affiliates.  Also, the indenture governing the 11-3/4% Senior Notes and the
Amended and Restated Credit Facility limit Coinmach's ability to pay dividends.


                                      F-19
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


4. Debt (continued)

Debt outstanding under the Amended and Restated Credit Facility consisted of the
following (in thousands):

                                                            March 31,
                                                      2000             1999
                                                   -----------   ---------------
   Term loan A, quarterly payments of $250
     increasing to $5,000 on March 31,
      2003 and $12,500 on March 31, 2004
      (Interest rate of approximately
      8.38% at March 31, 2000)                     $    72,750    $    73,750
   Term loan B, quarterly payments of $500
     with the final payment of $186,000 on
     June 30, 2005 (Interest rate of
     approximately 8.63% at March 31, 2000)            196,000        198,000
   Acquisition revolving line of credit                      -         94,646
   Working capital revolving line of credit            113,270         17,607
                                                   ------------   ------------
                                                   $   382,020    $   384,003
                                                   ============   ============

5. Retirement Savings Plans

Coinmach maintains several defined  contribution plans meeting the guidelines of
Section 401(k) of the Internal Revenue Code. All of the plans require  employees
to meet certain age, employment status and minimum entry requirements as allowed
by law.

The Company made  contributions  for 2000,  1999 and 1998 to pension  plans that
cover its union  employees.  These plans provide defined benefits based on union
members'  earnings and period of coverage  under the  respective  plans.  In the
event these plans terminate, or if the Company discontinues its participation in
these  plans,  the  Company  may be liable for a portion of the plans'  unfunded
vested benefits, the amounts of which, if any, have not been determined.

Contributions to all the plans for 2000, 1999 and 1998 amounted to approximately
$395,000, $339,000 and $281,000, respectively.

The Company does not provide any other post-retirement benefits.


                                      F-20
<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


6. Income Taxes

The  components  of the  Company's  deferred tax  liabilities  and assets are as
follows (in thousands):

                                                   March 31,
                                           2000               1999
                                       -----------         -----------
Deferred tax liabilities:
   Accelerated depreciation and
     contract rights                   $   92,493          $   95,882
   Other, net                               2,624               3,057
                                       ----------          -----------
                                           95,117              98,939
                                       ----------          -----------
Deferred tax assets:
   Net operating loss carryforwards        16,328              14,032
   Stock compensation expense               1,760               1,460
   AMT credit                               2,499               1,156
   Covenant not to compete                    508                 797
                                       -----------         -----------
                                           21,095              17,445
                                       -----------         -----------
Net deferred tax liability             $   74,022          $   81,494
                                       ===========         ===========

The net operating  loss  carryforwards  of  approximately  $40 million,  after a
reduction to reflect the limitation imposed under the provisions of the Internal
Revenue Code  regarding  change of ownership,  expire  between fiscal years 2001
through  2020.  In  addition,  the net  operating  losses are  subject to annual
limitations  imposed under the provisions of the Internal Revenue Code regarding
changes in ownership.

The benefit for income taxes consists of (in thousands):

                              Year ended March 31
                  2000               1999                1998
              -------------------------------------------------------

Federal        $  (4,841)         $  (2,561)          $  (4,265)
State               (968)              (518)             (1,069)
              -------------------------------------------------------
               $  (5,809)         $  (3,079)          $  (5,334)
              =======================================================



                                      F-21
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


6. Income Taxes (continued)

The effective  income tax rate differs from the amount  computed by applying the
U.S. federal  statutory rate to loss before taxes as a result of state taxes and
permanent book/tax differences as follows (in thousands):
<TABLE>
<CAPTION>

                                                               Year ended March 31
                                                   2000               1999               1998
                                            ----------------------------------------------------------
<S>                                          <C>                 <C>                 <C>
Expected tax benefit                           $   (7,839)        $   (5,269)        $   (7,070)
State tax benefit, net of federal taxes              (629)              (314)              (690)
Permanent book/tax differences:
   Goodwill                                         2,600              2,552              2,289
   Other                                               59                (48)               137
                                            ----------------------------------------------------------
Tax provision/(benefit)                        $   (5,809)        $   (3,079)        $   (5,334)
                                            ==========================================================
</TABLE>


7. Stockholders' Equity

a. Secondary Offering

On December 19,  1997,  Coinmach  Laundry  completed a secondary  offering  (the
"Secondary  Offering") of 4,600,000  shares of Common Stock at a price of $19.75
per share  (including  the  issuance of 600,000  shares in  connection  with the
exercise  of  an  underwriters'  over-allotment  option  granted  in  connection
therewith).  In connection with the Secondary  Offering,  2,665,000  shares were
sold by Coinmach Laundry and 1,935,000 shares were sold by certain  stockholders
of the Company. The Company did not receive any proceeds from the sale of shares
by selling stockholders.

Proceeds generated from the Secondary Offering were approximately $49.9 million,
after underwriting discounts and commissions and before expenses.

b. Stock Based Compensation

Prior to its public  offering,  the  Company  issued,  in  privately  negotiated
transactions,  79,029  shares of its Class B common stock to certain  members of
management.  The Company recorded a stock based compensation charge in an amount
of approximately $887,000 attributable to the issuance of such stock in 1997. In
addition, approximately $104,000 of outstanding receivables relating to loans to
management in connection with


                                      F-22
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


7. Stockholders' Equity (continued)

prior purchases of the Company's  common stock were forgiven.  This  forgiveness
and  subsequent   forgivenesses   have  been  accounted  for  as  a  stock-based
compensation charge in 2000, 1999 and 1998.

c. Convertible Stock

At March 31, 1997, the Company had 480,648  shares of not-voting  Class B common
stock  ("Class B stock")  outstanding.  During  fiscal  1999 a holder of 240,324
shares of Class B stock exercised the conversion  option to convert those shares
into 240,324  shares of voting  Class A common  stock.  Subsequent  to March 31,
2000,  the holders of the remaining  240,324  shares of Class B stock  exercised
their  option to convert  those  shares into  240,324  shares of voting  Class A
common stock (see Note 12).

d. Stock Option Plan

Prior to its public offering, the Company adopted the 1996 Employee Stock Option
Plan (as amended and restated,  the "Stock Option Plan") which provides that the
Company may grant stock  options for the purchase of up to  1,109,147  shares of
Common  Stock to key  employees  of the Company  over a period not to exceed ten
years.  The Company may grant  incentive  stock options at an exercise price per
share not less than 100% of the fair  market  value of the  Common  Stock at the
date of grant and stock options at an exercise price per share not less than the
average  closing  price of the Common Stock for the thirty  consecutive  trading
days  immediately  preceding the date of grant.  All stock options granted under
the Stock  Option  Plan vest over four  years in five  equal  installments  (20%
immediately) and expire ten years from the date of grant.

During July and  September  1996, in connection  with its public  offering,  the
Company  granted  certain  nonqualified  stock  options (the "1996  Options") to
certain members of management  (collectively,  the "Option Holders") to purchase
up to 739,437 shares of Common Stock at 85% of the initial offering price of the
Common  Stock.  The 1996 Options vest in equal annual  installments  (20% vested
immediately  on the date of grant and the  remainder  over a four  year  period)
commencing  on  July  23,  1996,  the  effective  date of the  Company's  public
offering.


                                      F-23
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


7. Stockholders' Equity (continued)

On  September  17,  1996,  the  Company  granted  to two  of  its  disinterested
directors,  each of whom was  appointed by the Board of Directors of the Company
on such date to serve as  independent  directors,  stock options  entitling each
such director to purchase up to 60,000 shares of Common Stock (the  "Independent
Director  Options").  The  Independent  Director  Options  vest in equal  annual
installments (25% vest immediately on the date of grant and the remainder over a
three year  period),  commencing  on September  17, 1996,  and entitle each such
director to purchase shares of Common Stock at the initial public offering price
of the Common Stock.

On September 5, 1997,  Coinmach Laundry granted to certain members of management
certain  non-qualified  options  (the "1997  Options") to purchase up to 200,000
shares of Common Stock at an exercise price of $11.90 per share of Common Stock.
The 1997 Options vest in equal annual  installments (20% vest immediately on the
date of grant and the  remainder  vest over a four year  period)  commencing  on
September 5, 1997.

During May and July 1998,  the  Company  granted  to certain  employees  248,500
non-qualified  stock  options  pursuant  to the  Stock  Option  Plan and  31,244
non-qualified stock options (collectively,  the "1998 Options") to a director of
the Company at exercise  prices  ranging  from $22.31 to $23.05 per share.  Such
options vest in equal annual  installments  (20% vest immediately on the date of
grant and the remainder vest over a four year period).

On May 5, 1999, the Company repriced  197,000  nonqualified  options  previously
granted to employees  under the Plan such that the exercise  price per share was
changed from $22.31 to $14.00 per share. The repriced  options  otherwise remain
governed in accordance with the terms and conditions set forth in the agreements
pursuant to which such options were granted.

The Company  records the  difference  between the exercise  price of all options
granted and the  respective  initial  offering price or the fair market value of
the Common Stock on the date of grant as a stock-based  compensation charge over
the applicable vesting period.


                                      F-24
<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


7. Stockholders' Equity (continued)

For 2000, 1999 and 1998, the Company recorded  stock-based  compensation charges
of approximately $700, $1,153 and $1,342, respectively (in thousands),  relating
to the options mentioned above.

The Company has elected to comply with APB No. 25 and related interpretations in
accounting  for its employee  stock  options  because the  alternate  fair value
accounting  provided  for under SFAS No. 123  requires  use of option  valuation
models which were not developed for use in valuing such employee  stock options.
Under APB No. 25,  compensation  expense is  recognized  only when the  exercise
price of the Company's  employee  stock options is less than the market price of
the underlying stock on the date of grant.

In accordance  with SFAS No. 123, pro forma  information  regarding net loss and
loss per common share has been  determined  as if the Company had  accounted for
its employee stock options under the fair value method required by SFAS No. 123.
The fair value for these options was estimated at the date of each grant using a
Black-Scholes   option  pricing  model  with  the  following   weighted  average
assumptions for 2000, 1999 and 1998:  risk-free interest rate of 5.9%, 5.2% and,
5.9 %: dividend yields of 0%,  volatility factor of the expected market price of
the Company's common stock of 24.5% and a weighted-average  expected life of the
options of five years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including  the  expected  stock  price  volatility.  In
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options due to changes in
subjective  input  assumptions  which  may  materially  affect  the  fair  value
estimate,  and because the Company's employee stock options have characteristics
significantly different from those of traded options.


                                      F-25
<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


7. Stockholders' Equity (continued)

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the options'  vesting  periods.  The  Company's pro
forma net loss and net loss per share are as follows:

<TABLE>
<CAPTION>

                                                                            Year ended March 31
                                                                  2000             1999              1998
                                                            ----------------------------------------------------
<S>                                                           <C>               <C>                 <C>
 Pro forma net loss (in thousands)                               $(18,327)        $(12,897)         $(15,890)
 Pro forma basic and diluted net loss per share                   $(1.39)           $(.98)             $(1.41)

</TABLE>


Information with respect to options for 2000, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                                                 Weighted       Weighted Average
                                                                                 Average         Fair Value of
                                                                              Exercise Price    Options Granted
                                                                 Options
                                                              --------------- --------------- -------------------
<S>                                                            <C>              <C>               <C>
Options outstanding at March 29, 1997                            1,040,687        $ 12.51          $   6.17
Options granted:
   Nonqualified options issued at market price                      72,500          14.00              2.92
   Nonqualified options issued at below market price               200,000          11.90             12.53
Options exercised                                                  (17,857)         11.90              -
                                                              ---------------
Options outstanding at March 28, 1998                            1,295,330          12.51              6.98
Options granted:
   Nonqualified options issued at below market price               279,744          18.61              5.97
                                                              ---------------
Options outstanding at March 31, 1999                            1,575,074          13.59              6.80
Options granted:
   Nonqualified options issued at market price                     138,744          11.67              3.98
  Nonqualified options issued at below market price                120,000          10.56              5.59
Options forfeited from terminated employees                        (18,000)         14.00              4.02
                                                              ---------------
Options outstanding at March 31, 2000                            1,815,818          13.24              6.53
                                                              ===============

Options exercisable at March 28, 1998                              464,918          12.56              6.71

Options exercisable at March 31, 1999                              789,507          12.98              6.76

Options exercisable at March 31, 2000                            1,156,639          13.06              6.71
</TABLE>


                                      F-26


<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


7. Stockholders' Equity (continued)

Exercise prices for options  outstanding and for options exercisable as of March
31, 2000 were as follows:

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

     1,180,324              $11.74             745,441            $11.85        $10.56--$11.90
       489,250               14.00             352,700             14.00         14.00
       146,244               22.81              58,498             22.81         22.31--23.05
---------------------                   -------------------
     1,815,818                               1,156,639
=====================                   ===================
</TABLE>


The  weighted   average   remaining   contractual   life  of  those  options  is
approximately 7.2 years.

Shares of Common Stock reserved for future  issuance as of March 31, 2000 are as
follows:

                                                        Number of Shares
                                                      ---------------------

Stock options                                               1,923,227
Employee Stock Purchase Plan                                  982,336
Conversion shares                                             240,324
                                                      ---------------------
                                                            3,145,887
                                                      =====================

e. Employee Stock Purchase Plan

In July 1999, the Company implemented an Employee Stock Purchase Plan as part of
its  voluntary  defined  contribution  plan for all  employees  meeting  certain
eligibility criteria.  Under the plan, employees may elect to purchase shares of
Common Stock through payroll  deductions not to exceed 10% of their base salary.
The Company has reserved  1,000,000  shares of Common  Stock for issuance  under
this plan.


                                      F-27
<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


7. Stockholders' Equity (continued)

Under such plan,  shares of Common Stock are  purchased by  participants  on the
last day of each calendar  quarter at the lesser of 85% of the fair market value
on the first day of the quarter, or 85% of the fair market value on the last day
of the quarter. For the quarters ended September 30, 1999, December 31, 1999 and
March  31,  2000,   participants   purchased  4,410,  7,522  and  5,732  shares,
respectively, at a share price of $8.23, $7.81 and $8.53, respectively.

On June 9, 2000, the Employee Stock Purchase Plan was terminated. For the period
April 1, 2000  through  June 9, 2000,  participants  purchased  5,472  shares of
Common Stock at a share price of $8.58.

8. Commitments and Contingencies

Rental  expense for all operating  leases,  which  principally  cover office and
warehouse facilities, laundromats and vehicles, was approximately $8,163, $7,227
and $4,483 for 2000, 1999 and 1998, respectively (in thousands).

Future minimum rental  commitments  under all capital leases and  noncancellable
operating leases as of March 31, 2000, are as follows (in thousands):

                                          Capital          Operating
                                       --------------   ---------------

2001                                     $   2,657         $    6,675
2002                                         1,739              5,409
2003                                           945              4,544
2004                                            41              3,200
2005                                             8              2,179
Thereafter                                       -              5,312
                                       --------------    --------------
Total minimum lease payments                 5,390         $   27,319
                                                         =============
Less amounts representing interest             642
                                       --------------
                                         $   4,748
                                       ==============

The Company is contingently  liable on receivables sold with recourse to finance
companies. The total amount of such receivables outstanding as of March 31, 2000
is approximately $800,000.


                                      F-28
<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


8. Commitments and Contingencies (continued)

The Company utilizes third party letters of credit to guarantee certain business
transactions,  primarily certain insurance  activities.  The total amount of the
letters of credit at March 31, 2000 and 1999 were approximately $3.4 million and
$4.9 million, respectively.

On April 8, 1999,  Sand v.  Coinmach  Laundry  Corporation,  et. al, a purported
class action  securities fraud lawsuit,  was filed in the Federal District Court
for the Eastern  District of New York (the "Federal  Securities  Action") naming
the Company and certain of its  executive  officers as  defendants.  The Federal
Securities  Action was purportedly  brought on behalf of all shareholders of the
Company who purchased or otherwise  acquired the  Company's  common stock during
the period  August 6, 1997 to September  29, 1998.  The complaint in the Federal
Securities  Action  alleges  violations  of  various  federal  securities  laws,
including  misrepresentations  of certain  information  about the  Company.  The
complaint in the Federal Securities Action alleges that the defendants  violated
various  securities  laws and seeks damages in unspecified  amounts.  On June 1,
2000,  the court  dismissed  the  complaint  in its entirety on grounds that the
applicable  statute of  limitations  had  passed  prior to the date on which the
complaint was filed.

On November  18,  1999,  K. Reed  Hinrichs  v.  Stephen R.  Kerrigan,  et al., a
purported  class action  lawsuit,  was filed in the Delaware  Court of Chancery,
Newcastle  County naming the Company,  GTCR Fund IV, GTCR Golder Rauner,  L.L.C.
and certain of its executive officers as defendants.  Plaintiffs allege that the
defendants  proposal  to acquire  between  80% and 90% of the  Common  Stock for
$13.00 per share was inadequate and that the defendants breached their fiduciary
duty to the Company's  public  shareholders.  The defendants' time to respond to
the complaint has been adjourned indefinitely by mutual agreement of the parties
(see Note 12).

The Company is also party to various legal  proceedings  arising in the ordinary
course of business. Although the ultimate disposition of such proceedings is not
presently determinable,  management does not believe that adverse determinations
in any or all such  proceedings  would have a material  adverse  effect upon the
financial condition, results of operations or cash flows of the Company.


                                      F-29
<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


8. Commitments and Contingencies (continued)

In connection  with insurance  coverages,  which include  workers  compensation,
general  liability and other  coverages,  annual premiums are subject to limited
retroactive adjustment based on actual loss experience.

9. Fair Value of Financial Instruments

The  Company is  required to disclose  fair value  information  about  financial
instruments,  whether or not  recognized in the balance  sheet,  for which it is
practicable  to estimate the value.  In cases where quoted market prices are not
available,  fair  values are based on  estimates  using  present  value or other
valuation techniques.

The carrying amounts of cash and cash equivalents,  receivables, the Amended and
Restated  Credit  Facility,  and other  long-term debt  approximates  their fair
market value at March 31, 2000.

The carrying amount,  and related estimated fair value for the Company's 11-3/4%
Senior Notes are as follows (in thousands):
                                                    Carrying      Estimated
                                                     Amount       Fair Value
                                                   -----------   -------------
11-3/4% Senior Notes at March 31, 2000
   (including premium of $6,789)                    $303,444       $292,205

11-3/4% Senior Notes at March 31, 1999
   (including premium of $8,023)                    $304,678       $326,706

The fair value of the 11-3/4% Senior Notes is based on quoted market prices.




                                      F-30
<PAGE>



               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


10. Other Assets

In  connection  with  the  Company's  establishment  of a  corporate  office  in
Charlotte,  North  Carolina,  and the relocation of an executive  officer of the
Company to such office in September  1996,  the Company  extended a loan to such
officer  in the  principal  amount  of  $500,000  payable  in ten  equal  annual
installments commencing in July 1997 (each payment date, a "Payment Date"), with
interest  accruing at a rate of 7.5% per annum.  The Company has authorized that
payment of principal  and interest  will be forgiven on each Payment  Date.  The
balance of such loan of $350,000  and $400,000 is included in other assets as of
March 31, 2000 and 1999, respectively.

On May 5,  1999,  the  Company  extended a loan to an  executive  officer of the
Company in the principal  amount of $250,000 to be repaid in a single payment on
the third  anniversary  of such loan with interest  accruing at a rate of 8% per
annum.  The balance of such loan of  $230,000 is included in other  assets as of
March 31, 2000.


11. Quarterly Results of Operations (Unaudited)

<TABLE>
<CAPTION>

                                                June 30,       September 30,     December 31,      March 31,
           For the Quarter Ended                  1999             1999              1999             2000
-----------------------------------------------------------------------------------------------------------------
                                                    (In thousands of dollars, except per share amounts)
<S>                                            <C>             <C>               <C>               <C>

Revenues                                      $    133,538     $    130,060      $    130,713     $    132,768
Operating income                              $     14,153     $     10,894      $     10,111     $      9,770
Loss before income taxes                      $     (2,587)    $     (5,955)     $     (6,934)    $     (6,922)
Net loss                                      $     (2,434)    $     (4,833)     $     (4,960)    $     (4,362)

Basic and diluted net loss per share          $      (0.18)    $      (0.37)     $      (0.38)    $      (0.33)
Weighted average shares outstanding             13,167,783       13,167,831        13,172,274       13,179,706
</TABLE>


<TABLE>
<CAPTION>

                                                June 30,       September 30,     December 31,      March 31,
           For the Quarter Ended                  1998             1998              1998             1999
-----------------------------------------------------------------------------------------------------------------
                                                    (In thousands of dollars, except per share amounts)
<S>                                            <C>             <C>                <C>             <C>

Revenues                                      $    117,934     $    124,975      $    130,736     $    131,678
Operating income                              $     11,305     $     12,189      $     13,776     $     13,672
Loss before income taxes                      $     (4,262)    $     (4,678)     $     (3,126)    $     (2,987)
Net loss                                      $     (3,114)    $     (3,595)     $     (2,698)    $     (2,567)

Basic and diluted net loss per share          $      (0.24)    $      (0.27)     $      (0.20)    $      (0.19)
Weighted average shares outstanding             13,167,783       13,167,783        13,167,783       13,167,783
</TABLE>




                                      F-31

<PAGE>


               Coinmach Laundry Corporation and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


12. Subsequent Events

On May 12, 2000,  the Company  entered into an Agreement and Plan of Merger (the
"Merger  Agreement") with CLC Acquisition  Corporation  ("CLC  Acquisition"),  a
newly formed Delaware  corporation  formed by Bruce V. Rauner, a director of the
Company  and a  principal  of the  indirect  general  partner of Golder,  Thoma,
Cresscy,  Rauner Fund IV, L.P. ("GTCR Fund IV"), the largest  stockholder of the
Company. Pursuant to the Merger Agreement, CLC Acquisition agreed to acquire all
of  the  Company's   outstanding   Common  Stock  and  Non-Voting  Common  Stock
(collectively,  the  "Shares")  for $14.25  per Share in a two-step  transaction
consisting of a tender offer (the "Offer") followed by a merger transaction (the
"Merger")  of CLC  Acquisition  with and into  Coinmach  Laundry.  The  Offer is
conditioned  upon,  among other  things,  there being  validly  tendered and not
withdrawn,  prior to expiration date of Offer, that number of Shares which, when
combined  with the Shares owned by CLC  Acquisition,  result in CLC  Acquisition
owning at least 51% of the  outstanding  Shares  on the date of  purchase.  Upon
consummation  of the  Merger,  each  Share not  tendered  in the  offer  will be
canceled  and  converted  into the right to receive an amount per Share equal to
$14.25.

On May 26, 2000,  CLC  Acquisition  announced  its offer to purchase any and all
Shares  (except for certain  Shares held by some  members of  management  of the
Company and GTCR Fund IV). The Offer period  during which shares may be tendered
is scheduled to expire on July 3, 2000 (the "Expiration Date"), unless extended.
Assuming the  conditions to the offer are satisfied or waived,  the Company will
provide for a subsequent offering period commencing on July 5, 2000 and expiring
on July 7, 2000,  unless extended.  The Company reserves the right to extend the
subsequent offering period for up to an additional 17 business days.



                                      F-32
<PAGE>



                                                                   Exhibit 21.1

                  Coinmach Laundry Corporation and Subsidiaries

                              List of Subsidiaries


             Name                                                   Jurisdiction
            -----                                                   ------------

Coinmach Corporation.............................................     Delaware
Grand Wash & Dry Launderette, Inc................................     New York
Super Laundry Equipment Corp.....................................     New York
Coinmach Laundromat GP Corp......................................     New York
Coinmach Laundromat LP Corp......................................     New York
Coinmach Laundromat Holding, LP..................................     New York
Maquilados Automaticos SA de CV..................................     Mexico
Automatica SA de CV..............................................     Mexico