<PAGE>   1
                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 (FEE REQUIRED)

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
                                                       OR
[ ]      TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         FOR THE TRANSITION PERIOD FROM _______________ TO _______________
         COMMISSION FILE NO. 0-6079

                               AMELCO CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               CALIFORNIA                               99-0068616
    (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

     19208 SOUTH VERMONT AVENUE
         GARDENA, CALIFORNIA                               90248
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 327-3070

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

<TABLE>
<CAPTION>
        <S>                                  <C>
                                             NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS                   ON WHICH REGISTERED
        -------------------                  ---------------------
             NONE                                    NONE
</TABLE>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         COMMON STOCK, WITHOUT PAR VALUE
                                (TITLE OF CLASS)

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


          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such 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 [ ]

          The aggregate market value of Common Stock held by non-affiliates on
December 2, 1996 was $598,000.

          As of December 2, 1996, there were 1,443,088 shares of Common Stock
outstanding. 

                      DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the Registrant's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year (September 30, 1996) are incorporated by reference in Part III.


<PAGE>   2

                                     PART I






Forward-Looking Statements


          In addition to historical information, this Annual Report contains
forward-looking statements. The forward-looking statements contained herein are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. Amelco Corporation undertakes
no obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that arise after the date hereof. Readers should
carefully review the risk factors described in other documents the Company files
from time to time with the Securities and Exchange Commission, including the
Quarterly Reports on Form 10-Q to be filed by the Company in 1997 and any
Current Reports on Form 8-K by the Company.





Item 1.     BUSINESS


          Amelco Corporation (the "Company") was organized in 1967 to become the
parent of existing operating companies. The Company, through its subsidiaries,
engages in specialty construction work (primarily electrical and mechanical
construction). Construction operations are conducted in the western continental
United States, Hawaii and Guam.



OPERATIONS


          The Company's contracting subsidiaries primarily act as specialty
contractors, and are capable of providing the full range of services in the
construction and installation of electrical and mechanical systems. These
activities are performed in the commercial and industrial construction market,
primarily in connection with the construction, rebuilding or renovation of
commercial buildings, industrial plants, convention buildings, wastewater
treatment plants, hotels, hospitals, hydroelectric dams, refineries, power
generating facilities, security systems, highway lighting and military
facilities.

          Over the years, profit has been dependent upon management's ability to
accurately estimate costs to be incurred on projects which are competitively bid
and to effectively control costs of work in progress. Costs ultimately incurred
are affected by the incidence of such events and conditions

                                       1

<PAGE>   3

as labor shortages, time extensions, weather, latent geological conditions,
delays caused by others and fluctuations in the prices of materials. Because of
the large number of variables affecting costs (many of which are not
controllable), increased revenues in a particular accounting period do not
necessarily result in increased operating profits; losses may occur even when
revenues increase.

          The subsidiaries operate in a highly competitive industry. They
compete with numerous other local, regional and national contractors, both
smaller and larger than the subsidiaries, none of which are considered to be
dominant in the construction markets in which the subsidiaries operate.
Substantially all of the subsidiaries' construction contracts are awarded on the
basis of competitive bidding. Because of the degree of competition in the
industry, which is primarily based on the price of construction services
rendered, there is a greater likelihood that the subsidiaries will be an
unsuccessful bidder rather than a successful bidder.

          Substantially all of the construction contracts have been fixed-price
contracts. Substantially greater risks are involved in fixed-price contracts
than in cost-plus-fee and target-estimate contracts since the contractor assumes
responsibility for completing the work for the contract price regardless of
ultimate costs. The ability of the subsidiaries to mitigate these risks is
largely dependent upon management's ability to accurately estimate construction
costs at the time of bid preparation and to effectively manage and control costs
of work in progress during the course of contract performance.

          The Company has no major customers, the loss of which would have a
material adverse impact on the Company.

          In connection with these contracting activities, the subsidiaries,
from time to time, assert claims for compensation in excess of the contract
price because of delays, owner-caused changed conditions or interruptions,
improper or revised specifications or disagreements with respect to the
contracted scope of work. Claims for additional compensation may arise in any
accounting period and may or may not be material to operations. All costs of
construction which give rise to a claim are expensed in the period in which they
were incurred. However, the amount of any claim is not recognized as revenue
until a settlement has been concluded. Claim settlements in 1996, 1995 and 1994
were not significant. Various other claims have been filed. No assurance can be
given that such claims will be allowed nor is the extent of any potential
recovery presently estimable.

          The subsidiaries have numerous suppliers for materials and equipment,
none of which are individually dominant, and have experienced no significant
difficulty in obtaining the materials needed to pursue the contracted work.

                                       2
<PAGE>   4

          The backlog of uncompleted contracting work was approximately
$89,517,000 on contracts in force as of September 30, 1996, compared with
$87,661,000 as of September 30, 1995, inclusive of the Company's proportionate
share of contract backlog from joint ventures amounting to $26,000 and $40,000
at September 30, 1996 and 1995, respectively. The Company estimates that 70% of
the September 30, 1996 backlog will be substantially completed during fiscal
1997. Contracting backlog at any given time is subject to change due to
modifications to the projects concerned. While backlog is an indication of
future revenues, no assurance can be given that earnings will be realized from
performance of contracts reflected in the backlog.

          The Company, through its subsidiaries, participates in joint venture
arrangements from time to time where the joint venturers undertake to bid and
complete, if awarded, a construction contract. These arrangements typically
provide for the sharing of profit or losses in the same relationship as the
capital contributions of the joint venturers and joint and several
responsibility for contract performance. Further information on joint venture
participations is contained in note 10 to the consolidated financial statements
in Item 8, Part II of this report, which is incorporated herein by reference.

          The Company's Hawaii-based contracting subsidiaries perform various
maintenance and repair services relating primarily to electrical and
air-conditioning installations. Revenues derived from maintenance and repair
services are not material to the consolidated financial statements.

          Employees: As of September 30, 1996, the Company had approximately 440
employees, of whom approximately 360 were engaged in operational activities and
approximately 80 were in supervisory, administrative and clerical positions.
Portions of the construction work for which the Company is responsible are
carried out by subcontractors who separately employ additional personnel. The
number of employees engaged in operational activities fluctuates continuously
based upon the number and size of projects. A number of labor unions represent
employees, of which local unions of the International Brotherhood of Electrical
Workers are considered to be dominant. No one union is the sole bargaining
agent.

          Employee benefits for non-bargaining employees include a 401(k) plan
and group medical, dental, disability and life insurance programs.

          Energy, Supply, Production and Environmental Matters:

          The Company is not in an energy intensive business.

          The Company experienced no significant problems in fiscal 1996
relating to the availability or price of construction materials.

                                        3
<PAGE>   5

            Construction operations are primarily located in Hawaii and the
western continental United States and, therefore, are not normally subject to
the effects of significant seasonal variations.

            The Company's operations are such that compliance with environmental
legislation and regulations is not a significant factor. The Company, to some
extent, benefits from construction work resulting from compliance with
environmental requirements by other industries.

                                       4

<PAGE>   6


Item 2.     PROPERTIES


          The following table summarizes properties occupied by the Company and
its subsidiaries. All properties utilized in construction operations have
combined uses as offices and warehouses. Management believes that these
facilities are in good condition, well maintained and adequate to serve the
needs of the Company:

                                      IMPROVEMENTS --
                                   APPROXIMATE SQUARE       OWNED OR
              LOCATION                    FOOTAGE             LEASED
        -------------------------  ---------------------   ----------

        Gardena, California (1)             25,000           Leased
        San Leandro, California              7,000            Owned
        San Diego, California                7,000            Owned
        Honolulu, Hawaii (2)                36,000           Leased
        Barrigada, Guam (3)                 36,300            Owned


       (1)    In addition to office and warehouse facilities for the Los Angeles
              construction operations, this property houses the corporate
              offices of the Company. This property is presently being rented
              from a related party on a quarter-to-quarter basis.

       (2)    This property serves as the central office for the Hawaii
              construction operations. This leasehold property has been pledged
              as collateral for short-term debt of the Company. The lease
              expires in 2029.

       (3)    This property has been pledged as security for an eight-year
              $2,000,000 mortgage loan obtained by the Company in August 1993.
              Further information with respect to the mortgage is provided in
              note 4 to the consolidated financial statements in Item 8, Part II
              of this report, which is incorporated herein by reference.




Item 3.     LEGAL PROCEEDINGS


          There are no material legal proceedings to which the Company or any of
its subsidiaries are a party which would, in management's opinion, have a
material impact on the consolidated financial statements taken as a whole.



                                       5

<PAGE>   7


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


          None.



EXECUTIVE OFFICERS OF THE REGISTRANT


          The following table sets forth the names and ages of the Company's
executive officers, together with all positions and offices held with the
Company by such executive officers. Officers are appointed by the Board of
Directors to serve at the pleasure of the Board.

           NAME           AGE           POSITION(S) WITH THE COMPANY/OTHER
---------------------  --------    --------------------------------------------

Samuel M. Angelich        72        Vice President - Continental U.S. and
                                    Director (October 1982 to June 1986)
                                    Senior Vice President and Director (June 
                                    1986 to January 1988) President and Chairman
                                    of the Board (since January 1988)

John M. Carmack           59        Director and Secretary (since January 1988)
                                    Partner in the law firm of Gill and Baldwin 
                                    (since 1966)

Mark S. Angelich          40        Vice President of Administration of Amelco
                                    Industries (August 1986 to January 1988)
                                    Executive Vice President and Director (since
                                    January 1988) Mr. Angelich is the son of
                                    Samuel Angelich

Patrick T. Miike          46        Treasurer (since March 1985) Vice President 
                                    - Finance (since January 1988)


                                       6

<PAGE>   8

                                     PART II



Item 5.     MARKET FOR THE REGISTRANT'S COMMON EQUITY
            AND RELATED STOCKHOLDER MATTERS

          The only equity securities outstanding are shares of common stock,
without par value, which are traded over-the-counter. During each quarter of the
last two fiscal years, high and low bid prices for common stock, as reported by
a stockbroker, were as follows:

                                    FISCAL YEAR ENDED SEPTEMBER 30
                     -----------------------------------------------------------
                                 1995                            1996
                     -----------------------------    --------------------------
                         HIGH             LOW            HIGH             LOW
                     -------------    ------------    ------------    ----------
Quarter:
    First                 3-7/8            2-1/2           3               3
    Second                2-1/2            2-1/2           3-1/4           3
    Third                 2-1/2            2-1/2           4               3
    Fourth                2-1/2            2-1/2           4-1/8           3-5/8


          The reported bid price on December 2, 1996 was 4-1/4.

          These quotations were provided by a single stockbroker (Abel-Behnke
Corporation) known to make a market in the Company's common stock and reflect
bids only, without retail markup, markdown or commission and may not necessarily
represent actual transactions.

          The Company has paid cash dividends on its common stock of $0.15,
$0.10, $0.15, $0.25, $0.15, $0.25 and $0.25 on February 15, 1996, February 15,
1995, March 25, 1994, February 12, 1993, March 16, 1992, November 15, 1990 and
September 25, 1989, respectively. The payment of dividends requires the consent
of the Company's bonding surety and its bank. Future dividends, if any, are
dependent on the profitability of the Company and are not assured.

          As of December 16, 1996, the approximate number of holders of record
of the Company's common stock was 294.


                                       7


<PAGE>   9




Item 6.     SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>


                                                            YEARS ENDED SEPTEMBER 30
                                                ----------------------------------------------
                                                  1996      1995      1994     1993    1992
                                                --------  --------  -------- -------- --------  
<S>                                                <C>      <C>        <C>     <C>      <C>   

                                                   (In thousands, except per share amounts)
Operations:
    Total construction revenue             $     115,718   126,221   114,131   95,554   90,843
                                                ========  ========  ======== ======== ========  

    Net earnings                           $         703     1,015       804      910      700
                                                ========  ========  ======== ======== ========  

    Net earnings per share                 $         .49       .70       .56      .63      .48
                                                ========  ========  ======== ======== ========  

Financial position:
    Total assets                           $      40,046    43,629    40,789   29,659   28,221
                                                ========  ========  ======== ======== ========  

    Long-term debt                         $       2,079     1,863     1,911    1,956     --
                                                ========  ========  ======== ======== ========  
Cash dividends declared per common share
                                           $         .15       .10       .15      .25      .15
                                                ========  ========  ======== ======== ========  

</TABLE>


          Total construction revenue includes the Company's proportionate share
of revenue from construction joint ventures amounting to $559,000, $6,661,000,
$5,854,000, $2,513,000 and $2,283,000 in fiscal 1996, 1995, 1994, 1993 and 1992,
respectively.

          Additional information on dividends is contained in Item 5, Part II
which is incorporated herein by reference.



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


CAPITAL RESOURCES AND LIQUIDITY


          In 1996, operating activities generated $1,250,000 in cash. This
increase was offset by cash utilized in financing and investing activities of
$391,000 and $881,000, respectively.

          Financing activities in 1996 consumed $391,000 of cash, consisting
primarily of a $300,000 reduction in short-term borrowings under the Company's
line of credit, the repayment of a short-term note payable for $102,000 and the
payment a $217,000 dividend to stockholders in February 1996. This decrease was
offset by the acquisition of a mortgage note of $281,000 in connection with the


                                       8

<PAGE>   10

purchase of a house for $363,000 used to provide accommodations to certain
construction project personnel.

          Investing activities consumed cash of $881,000, primarily for the
acquisition of property, plant and equipment aggregating $945,000. Investment
activities included the purchase of the $363,000 house as noted above, and
various construction-related equipment acquired in connection with specific
projects. This was partially offset by cash received from notes receivable
aggregating $28,000 and proceeds from sale of assets of $23,000.

          The Company's backlog of future construction work at September 30,
1996 approximated $89,517,000, inclusive of the Company's proportionate share of
contract backlog from joint venture participations aggregating $26,000.
Geographically, contract backlog approximating $66,009,000 is in California,
$8,645,000 is in Hawaii and Guam and $14,863,000 is in other continental U.S.
states.

          The Company maintains short-term working capital lines of credit
aggregating $7,000,000. These credit facilities are primarily used to fund
short-term cash needs resulting from customer payment periods which are
frequently longer than payment periods for the Company's vendors. Management
believes that the present liquidity of the Company together with the
availability of the lines of credit are adequate to provide the working capital
to fund the Company's operations in 1997.

         The Company's short-term lines of credit are indexed to the prime rate.
Although the Company has mitigated its exposure to interest rate movements by
the addition of long-term fixed rate debt in 1993, further significant changes
in the prime rate, either up or down, may have a significant impact on the
Company.

          The Company's operations are such that significant investment in
property, plant and equipment is generally not required. However, certain
construction projects may require the purchase of specialized types of equipment
from time to time. A need for substantial equipment acquisitions is not foreseen
in 1997 and capital expenditures in the future should consist primarily of the
replacement or renovation of existing equipment.

          The Financial Accounting Standards Board recently issued Statements of
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and Assets to be Disposed of" and No. 123, "Accounting for Stock Based
Compensation" which are required to be adopted by the Company in fiscal year
1997. It is believed that the adoption of these standards will not have a
material effect on the Company's financial statements.


                                       9


<PAGE>   11


RESULTS OF OPERATIONS


Fiscal 1996 Compared to 1995

          Consolidated revenues decreased by $10,503,000 in 1996. The change
reflects a decrease in revenue of approximately $5.0 million in California, $2.4
million in Hawaii and Guam and $3.1 million in other continental U.S. states.
Changes in revenue volume reflect primarily the degree of success in bidding on
new work as well as the scheduling requirements of the customer, and are not
necessarily indicative of revenue volume or profitability in future periods.
There are no major contracts which were completed in 1996 or which will be
completed in 1997 upon which the Company is dependent.

          Gross profit increased from $10,073,000 in 1995 to $10,464,000 in
fiscal 1996. Gross profit as a percentage of revenues improved from 8.0% in 1995
to 9.0% in 1996. The change results from an improvement in gross profits on
construction work in both the California and Hawaii operations. The Company and
its subsidiaries have experienced highly competitive conditions in the
industrial and commercial construction markets in which it does business. This
is expected to continue in the near future. Management's ability to enhance
profit margins in its business is largely limited to its ability to identify
profitable bidding opportunities, estimate accurately during the initial bidding
stage and upon award, to effectively manage jobsite labor and material
installation.

          General and administrative expenses increased from $8,338,000 in 1995
to $9,252,000 in 1996, due primarily to increases in staffing levels and
compensation costs. In the current year, the Company had an increase in
estimators and project management personnel, largely the result of the general
increase in revenue levels over the past three years. The Company also added an
upper-level management position which is responsible for the Hawaii and Pacific
area of the Company's operation.

          Interest income increased by $96,000 in 1996 as compared to the
previous year due primarily to higher levels of cash maintained in interest
bearing accounts in the current year. Interest expense increased by $70,000 in
1996 due primarily to higher levels of borrowings under the Company's lines of
credit offset by changes in the bank prime rates which decreased from 8.75% to
8.25% at September 30, 1995 and 1996, respectively. Changes in other components
of other income and expense from the prior year were not significant.

                                       10

<PAGE>   12

Fiscal 1995 Compared to 1994

          Consolidated revenues increased by $12,090,000 in 1995. The change
reflects an increase in revenue of approximately $19.1 million in California
which was partially offset by decreases in revenue approximating $4.9 million in
Hawaii and Guam and $2.1 million in other western U.S. states. Changes in
revenue volume reflect primarily the degree of success in bidding on new work as
well as the scheduling requirements of the customer, and are not necessarily
indicative of revenue volume or profitability in future periods. There are no
major contracts which were completed in 1995 or which will be completed in 1996
upon which the Company is dependent.

          Gross profit increased from $9,285,000 in 1994 to $10,073,000 in
fiscal 1995. Gross profit as a percentage of revenues decreased from 8.1% in
1994 to 8.0% in 1995. The change reflects primarily a decrease in gross profits
on construction work in the Hawaii operations which was offset by increased
profits from joint venture participations in 1995. Gross margins applicable to
California operations were largely unchanged in the current year. The Company
and its subsidiaries have experienced highly competitive conditions in the
industrial and commercial construction markets in which it does business. This
is expected to continue in the near future. Management's ability to enhance
profit margins in its business is largely limited to its ability to identify
profitable bidding opportunities, estimate accurately during the initial bidding
stage and upon award, to effectively manage jobsite labor and material
installation.

          General and administrative expenses increased from $7,848,000 in 1994
to $8,338,000 in 1995. However, as a percentage of revenue, general and
administrative expense decreased from 6.9% in 1994 to 6.6% in 1995. The change
reflects primarily the additional costs of project management and administrative
staff, together with related office support expenses, incurred during the
current year in response to the higher levels of construction operations.

          Interest income increased by $58,000 in 1995 as compared to the
previous year due primarily to higher levels of cash maintained in interest
bearing accounts in the current year. Interest expense decreased by $10,000 in
1995 due primarily to lower levels of borrowings under the Company's lines of
credit offset by changes in the bank prime rates which increased from 7.75% to
8.75% at September 30, 1994 and 1995, respectively. Changes in other components
of other income and expense from the prior year were not significant.




                                       11


<PAGE>   13




Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


            Amelco Corporation and Subsidiaries:
                 Independent Auditors' Report
                 Consolidated Balance Sheets - September 30, 1996 and 1995
                 Consolidated Statements of Earnings - Three years ended
                   September 30, 1996 
                 Consolidated Statements of Stockholders' Equity -
                    Three years ended September 30, 1996
                 Consolidated Statements of Cash Flows - Three years ended
                    September 30, 1996
                 Notes to Consolidated Financial Statements













                                       12



<PAGE>   14













                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                           September 30, 1996 and 1995

                   (With Independent Auditors' Report Thereon)
















                                       13

<PAGE>   15



                          INDEPENDENT AUDITORS' REPORT





The Board of Directors and Stockholders

Amelco Corporation:



We have audited the consolidated financial statements of Amelco Corporation and
subsidiaries as listed in the accompanying index. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Amelco Corporation
and subsidiaries as of September 30, 1996 and 1995 and the results of their
operations and their cash flows for each of the years in the three-year period
ended September 30, 1996 in conformity with generally accepted accounting
principles.





                                                     s/ KPMG Peat Marwick LLP

Los Angeles, California

December 17, 1996







                                       14

<PAGE>   16



                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           September 30, 1996 and 1995




<TABLE>
<CAPTION>
                                 ASSETS                                      1996            1995
                                                                         ------------    ------------
<S>                                                                        <C>            <C>  



Current assets:
    Cash (including restricted time deposits of $2,252,000 in 1996 and
      $1,616,000 in 1995)                                                $  3,841,000       3,863,000

    Receivables (notes 3 and 4):
      Contract and trade receivables                                       17,148,000      21,345,000
      Contract retentions, due upon completion and acceptance of work
                                                                            6,521,000       5,521,000
      Notes and other receivables                                             695,000         318,000
                                                                         ------------    ------------
                                                                           24,364,000      27,184,000
      Less allowance for doubtful receivables                                (879,000)       (285,000)
                                                                         ------------    ------------

              Net receivables                                              23,485,000      26,899,000
                                                                         ------------    ------------

    Inventories  (note 4)                                                      62,000         175,000
    Investment in and advances to joint ventures (note 10)                    138,000          78,000
    Costs and recognized profits in excess of billings on uncompleted
      contracts (note 11)                                                   6,121,000       6,541,000
    Deferred tax assets (note 5)                                              216,000         231,000
    Prepaid expenses and other current assets                                 174,000         339,000
                                                                         ------------    ------------

              Total current assets                                         34,037,000      38,126,000
                                                                         ------------    ------------

Note receivable from related party - noncurrent (note 2)                    3,271,000       3,306,000
Other notes receivable and noncurrent investments                             307,000         300,000

Property, plant and equipment, at cost (note 4):
    Land                                                                      383,000         304,000
    Buildings and leasehold improvements                                    2,561,000       2,253,000
    Construction and other equipment                                        5,213,000       5,018,000
                                                                         ------------    ------------
                                                                            8,157,000       7,575,000
    Less accumulated depreciation and amortization                         (5,884,000)     (5,803,000)
                                                                         ------------    ------------

              Net property, plant and equipment                             2,273,000       1,772,000
                                                                         ------------    ------------

Other assets                                                                  158,000         125,000
                                                                         ------------    ------------
                                                                         $ 40,046,000      43,629,000
                                                                         ============    ============
</TABLE>



                                       15

<PAGE>   17


                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                     Consolidated Balance Sheets, Continued

                           September 30, 1996 and 1995


<TABLE>
<CAPTION>


                  LIABILITIES AND STOCKHOLDERS' EQUITY                       1996             1995
                                                                          ------------    ------------
<S>                                                                        <C>             <C>   

Current liabilities:
    Short-term borrowings (note 4)                                        $    600,000         900,000
    Current installments of long-term debt (note 4)                             61,000          48,000
    Short-term note payable (note 4)                                              --           102,000
    Trade accounts payable                                                  11,942,000      15,986,000
    Accrued expenses:
      Insurance                                                                803,000         996,000
      Salaries and wages                                                       891,000         564,000
      Employee benefits and other                                            1,109,000       1,271,000
    Billings in excess of costs and recognized profits on uncompleted
      contracts (note 11)                                                    7,000,000       6,548,000
    Other                                                                      281,000         550,000
                                                                          ------------    ------------

           Total current liabilities                                        22,687,000      26,965,000
                                                                          ------------    ------------

Long-term debt, excluding current portion (note 4)                           2,079,000       1,863,000
Deferred tax liability (note 5)                                                   --            19,000
Minority interest in subsidiary (note 9)                                        28,000          15,000

Stockholders' equity:
    Common stock, without par value 
    Authorized 10,000,000 shares; issued 2,214,008 shares                    5,535,000       5,535,000
    Additional paid-in capital                                               7,427,000       7,427,000
    Retained earnings                                                        5,302,000       4,816,000
                                                                          ------------    ------------
                                                                            18,264,000      17,778,000
    Less cost of shares in treasury (770,920 shares in 1996 and 770,466
      shares in 1995)                                                       (3,012,000)     (3,011,000)
                                                                          ------------    ------------

           Net stockholders' equity                                         15,252,000      14,767,000

Commitments and contingencies (notes 7 and 8)
                                                                          ------------    ------------

                                                                          $ 40,046,000      43,629,000
                                                                          ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.





                                       16


<PAGE>   18


                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                       Consolidated Statements of Earnings

                      Three years ended September 30, 1996

<TABLE>
<CAPTION>

                                                           1996           1995           1994
                                                       ------------   ------------   ------------
<S>                                                      <C>           <C>            <C>  


Construction revenues (note 10)                        $115,718,000    126,221,000    114,131,000
Cost of construction                                    105,254,000    116,148,000    104,846,000
                                                       ------------   ------------   ------------

              Gross profit                               10,464,000     10,073,000      9,285,000

General and administrative expenses                       9,252,000      8,338,000      7,848,000
                                                       ------------   ------------   ------------

              Operating income                            1,212,000      1,735,000      1,437,000
                                                       ------------   ------------   ------------

Other income:
    Interest                                                237,000        141,000         83,000
    Other                                                   265,000        249,000        290,000
                                                       ------------   ------------   ------------
                                                            502,000        390,000        373,000
                                                       ------------   ------------   ------------
Other expenses:
    Interest                                                387,000        317,000        327,000
    Other                                                   114,000        102,000        103,000
                                                       ------------   ------------   ------------
                                                            501,000        419,000        430,000
                                                       ------------   ------------   ------------

              Earnings before income taxes and
                minority interest                         1,213,000      1,706,000      1,380,000

Income taxes (note 5)                                       497,000        691,000        545,000
Minority interest in earnings of subsidiary (note 9)         13,000           --           31,000
                                                       ------------   ------------   ------------

              Net earnings                             $    703,000      1,015,000        804,000
                                                       ============   ============   ============



              Net earnings per common share            $        .49            .70            .56
                                                       ============   ============   ============

Weighted average number of shares outstanding             1,443,000      1,444,000      1,444,000
                                                       ============   ============   ============

</TABLE>






  

See accompanying notes to consolidated financial statements.


                                       17

<PAGE>   19


                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity

                      Three years ended September 30, 1996



<TABLE>
<CAPTION>


                                                 ADDITIONAL                                        NET
                                  COMMON STOCK PAID-IN CAPITAL    RETAINED   TREASURY STOCK   STOCKHOLDERS'
                                                                  EARNINGS                       EQUITY
                                  -----------    -----------    -----------    -----------    -----------
<S>                               <C>             <C>            <C>             <C>            <C>   

Balance, September 30, 1993       $ 5,535,000      7,427,000      3,358,000     (3,011,000)    13,309,000

Dividends paid ($.15 per share)          --             --         (217,000)          --         (217,000)

Net earnings                             --             --          804,000           --          804,000
                                  -----------    -----------    -----------    -----------    -----------

Balance, September 30, 1994         5,535,000      7,427,000      3,945,000     (3,011,000)    13,896,000

Dividends paid ($.10 per share)          --             --         (144,000)          --         (144,000)

Net earnings                             --             --        1,015,000           --        1,015,000
                                  -----------    -----------    -----------    -----------    -----------

Balance, September 30, 1995         5,535,000      7,427,000      4,816,000     (3,011,000)    14,767,000

Dividends paid ($.15 per share)          --             --         (217,000)          --         (217,000)

Repurchase of  454 shares                --             --             --           (1,000)        (1,000)

Net earnings                             --             --          703,000           --          703,000
                                  -----------    -----------    -----------    -----------    -----------

Balance, September 30, 1996       $ 5,535,000      7,427,000      5,302,000     (3,012,000)    15,252,000
                                  ===========    ===========    ===========    ===========    ===========

</TABLE>


See accompanying notes to consolidated financial statements.














                                       18

<PAGE>   20


                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                      Three years ended September 30, 1996

                Increase (Decrease) in Cash and Cash Equivalents



<TABLE>
<CAPTION>

 
                                                                                  1996          1995            1994
                                                                              -----------    -----------    -----------
<S>                                                                             <C>           <C>            <C> 

Cash flows from operating activities:
    Net earnings                                                              $   703,000      1,015,000        804,000
                                                                              -----------    -----------    -----------

    Adjustments to reconcile net earnings to net cash provided by (used in)
      operating activities:
        Depreciation and amortization                                             424,000        403,000        393,000
        Provision for doubtful accounts                                           594,000        187,000        (41,000)
        Gain on sale of assets                                                     (3,000)       (13,000)        (1,000)
        (Increase) decrease in assets and increase
          (decrease) in liabilities:
            Receivables, net                                                    3,197,000     (1,525,000)    (9,496,000)
            Notes and other receivables                                          (377,000)        35,000           --
            Investment in and advances to joint ventures                          (60,000)     1,042,000       (838,000)
            Inventories                                                           113,000        (49,000)        18,000
            Costs and recognized profits in excess of
               billings on uncompleted contracts                                  420,000       (970,000)    (1,677,000)
            Prepaid expenses and other current assets                             165,000       (169,000)       230,000
            Deferred tax assets                                                    15,000        (63,000)      (168,000)
            Other assets                                                          (33,000)       (22,000)       (20,000)
            Accounts payable and accrued expenses                              (4,072,000)     1,149,000      6,273,000
            Billings in excess of costs and recognized
               profits on uncompleted contracts                                   452,000        135,000      4,352,000
            Income taxes payable and deferred liability                           (19,000)      (233,000)       (40,000)
            Other liabilities                                                    (269,000)       (23,000)        86,000
                                                                              -----------    -----------    -----------
                    Total adjustments                                             547,000       (116,000)      (929,000)
                                                                              -----------    -----------    -----------

                    Net cash provided by (used in) operating
                      activities                                                1,250,000        899,000       (125,000)
                                                                              -----------    -----------    -----------

Cash flows from investing activities:
    Proceeds from sale of assets                                                   23,000         15,000          3,000
    Change in notes receivable and investments                                     28,000       (158,000)        61,000
    Capital expenditures                                                         (945,000)      (380,000)      (310,000)
    Increase (decrease) in minority interest                                       13,000        (16,000)        31,000
                                                                              -----------    -----------    -----------

                    Net cash used in investing activities                     $  (881,000)      (539,000)      (215,000)
                                                                              -----------    -----------    -----------
</TABLE>




                                   (Continued)







                                       19

<PAGE>   21


                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

                Increase (Decrease) in Cash and Cash Equivalents




<TABLE>
<CAPTION>


                                                                   1996           1995           1994
                                                               -----------    -----------    -----------
<S>                                                            <C>             <C>            <C>   

Cash flows from financing activities:
    Net borrowings (repayments) under line of credit           $  (300,000)       900,000           --
    Borrowings of short-term notes payable                            --          696,000        292,000
    Repayments of short-term notes payable                        (102,000)      (594,000)      (292,000)
    Borrowings under long-term debt                                281,000           --             --
    Repayments of long-term debt                                   (52,000)       (45,000)      (159,000)
    Dividends paid                                                (217,000)      (144,000)      (217,000)
    Repurchase of common stock                                      (1,000)          --             --
                                                               -----------    -----------    -----------

                    Net cash provided by (used in) financing
                      activities                                  (391,000)       813,000       (376,000)
                                                               -----------    -----------    -----------

                    Net increase (decrease) in cash and cash
                      equivalents                                  (22,000)     1,173,000       (716,000)



Cash and cash equivalents at beginning of year                   3,863,000      2,690,000      3,406,000
                                                               -----------    -----------    -----------

Cash and cash equivalents at end of year                       $ 3,841,000      3,863,000      2,690,000
                                                               ===========    ===========    ===========

</TABLE>




See accompanying notes to consolidated financial statements.








                                       20


<PAGE>   22
                               AMELCO CORPORATION
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           September 30, 1996 and 1995





(1)    Summary of Significant Accounting Policies

       Company's Activities and Operating Cycle

       Amelco Corporation (the "Company") was organized in 1967 to become the
       parent of existing operating companies. The Company, through its
       subsidiaries, engages in specialty construction work, primarily
       electrical and mechanical construction. Work is generally performed under
       fixed-price contracts and is undertaken by the Company's subsidiaries
       alone, with subcontractors or in partnership with other contractors
       through joint ventures.

       The length of the construction contracts varies, but typically ranges
       from one to two years. In accordance with the operating cycle concept,
       the Company and its subsidiaries classify all contract-related assets and
       liabilities as current items.

       Basis of Consolidation

       The consolidated financial statements include the accounts of the Company
       and all subsidiaries. The consolidated statements of earnings include the
       accounts of the Company, all subsidiaries and its pro rata share of the
       results of operations from its construction joint ventures. All
       significant intercompany transactions have been eliminated in
       consolidation.

       Reclassifications

       Certain accounts in the 1995 and 1994 financial statements have been
       restated to conform with the 1996 format. These reclassifications have no
       effect on net income as previously reported.

       Revenue Recognition on Long-Term Construction Contracts

       Income from construction operations and joint venture participations is
       recorded using the percentage-of-completion method of accounting. Under
       this method, that portion of the total contract price which is allocable,
       on the basis of the Company's estimate of the percentage of completion,
       to contract costs incurred and work performed is accrued. Recognition of
       profits is deferred until work on the contract has reached a state of
       completion sufficient for management to reasonably forecast the ultimate
       realizable profit. If estimated total costs on any contract or joint
       venture participation indicate a loss, the Company provides currently for
       the total loss anticipated on the contract. For long-term contracts which
       extend over one or more years, revisions in cost and profit estimates
       during the course of the work are reflected in the accounting period in
       which facts requiring the revision become known.

       Contract costs include all direct material, labor and subcontract
       costs and those indirect costs related to contract performance, such
       as indirect labor, tools, supplies, repairs and depreciation cost.
       General and administrative costs are charged to expense as incurred.

       The asset "costs and recognized profits in excess of billings on
       uncompleted contracts" represents revenues recognized in excess of
       amounts billed. The liability "billings in excess of costs and recognized
       profits on uncompleted contracts" represents billings in excess of
       revenues recognized.


                                       21

<PAGE>   23

       Income from claims for additional contract compensation is recorded upon
       settlement of the disputed amount. Claim settlements in 1996, 1995 and
       1994 were not significant. Certain subsidiaries of the Company had
       outstanding claims and claims in process of being filed at September 30,
       1996. The extent of recovery, if any, on these pending claims is not
       presently estimable.

       Use of Estimates

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

       Applying the percentage -of -completion method of recognizing revenues
       requires the Company to estimate the outcome of its long-term contracts.
       The Company forecasts such outcomes to the best of its knowledge and
       belief of current and expected conditions, and its expected course of
       action. Differences between the Company's estimates and actual results
       often occur resulting in changes to reported revenues and earnings. Such
       changes could have a material effect on future financial statements.

       Cash Equivalents


       For purposes of the consolidated statements of cash flows, the Company
       considers all highly liquid debt instruments purchased with a maturity of
       three months or less to be cash equivalents.

       Cash balances at September 30, 1996 and 1995 include approximately
       $2,252,000 and $1,616,000, respectively, in short-term time deposits
       maintained in lieu of retention which will be released upon completion of
       the related construction projects. Interest income on these deposits is
       credited to the Company.

       Inventories

       Inventories are stated at the lower of cost (primarily first-in,
       first-out) or market (net realizable value).

       Depreciation and Amortization

       The Company and its subsidiaries provide for depreciation and
       amortization of property, plant and equipment using the straight-line
       method based on the estimated useful lives of the assets (4 to 40 years)
       or, if applicable, the remaining terms of the leases, whichever is
       shorter.

       The cost and accumulated depreciation applicable to assets sold or
       otherwise disposed of are eliminated from the asset and accumulated
       depreciation accounts. Gain or loss on disposition is reflected in other
       income or expenses.



                                       22


<PAGE>   24

       Income Taxes

       The Company accounts for income taxes under the provisions of Statement
       of Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
       which requires recognition of deferred tax liabilities and assets for the
       expected future tax consequences of events that have been included in the
       financial statements or tax returns. Under this method, deferred tax
       liabilities and assets are determined based on the difference between the
       financial statement and tax bases of assets and liabilities using enacted
       rates in effect for the year in which the differences are expected to
       reverse.

       Earnings per Share

       Earnings per share is based on the weighted average number of common
       shares outstanding during the year.


(2)    Note Receivable from Related Party


       The Company has a note receivable from Halau Corporation which is owned
       by three principal stockholders and an officer of the Company. The
       promissory note is payable over 30 years with quarterly principal and
       interest payments of $87,000 computed at 9.5% per annum and is secured by
       a deed of trust on real estate and a security interest in the corporate
       assets of the Buyer.


(3)    Receivables

       Contract receivables represent only those amounts which actually have
       been billed for work performed. Contract retentions are collectible upon
       the owners' approval of contract performance. Based upon anticipated
       contract completion dates, these retainages are expected to be collected
       as follows during the fiscal years ending September 30:

                        1997      $       5,827,000
                        1998                694,000
                                 ------------------

                                  $       6,521,000
                                 ==================


                                       23
<PAGE>   25



(4)    Long-Term Debt and Short-Term Credit Facilities

       Long-term debt consists of the following at September 30, 1996 and 1995:

<TABLE>
<CAPTION>


                                                                                1996        1995
                                                                            ----------   ----------
<S>                                                                         <C>          <C>  

Bank mortgage payable, secured by first mortgage on real property,
    payable over 8 years, with monthly installments based on a 20-year
    amortization, with unpaid principal balance due August 2001. Monthly
    principal and interest payments of $17,643 from September 1996 to
    August 1997 based on a fixed rate of 8.75%; option thereafter for a
    fixed rate based on market rate or variable rate at 1-3/4% over prime   $1,863,000    1,911,000

Bank mortgage payable, secured by first mortgage on real property,
    payable over 15 years, with monthly installments based on a 15-year
    amortization, with initial fixed interest rate of 7.75% per annum and
    monthly principal and interest payments of $2,643 commencing June
    1996 to May 2001; thereafter for a variable rate at 2.75% over the
    yield of the one-year US Treasury Security, with unpaid principal
    balance due June 2011                                                      277,000         --
                                                                            ----------   ----------
                                                                             2,140,000    1,911,000
Less current installments of long-term debt                                     61,000       48,000
                                                                            ----------   ----------

         Long-term debt, excluding current installments                     $2,079,000    1,863,000
                                                                            ==========   ==========
</TABLE>


       At September 30, 1996, annual maturities of long-term debt for the next
five years are as follows:


<TABLE>
<CAPTION>

       <C>                              <C>  

       1997                            $   61,000
       1998                                70,000
       1999                                82,000
       2000                                89,000
       2001                             1,623,000
       Thereafter                         215,000
                                       ---------- 
                                       $2,140,000
                                       ========== 

</TABLE>



       Short-Term Credit Facilities

       Amelco Industries (Industries), a wholly owned contracting subsidiary of
       the Company, has a $5,000,000 revolving line of credit with a bank for
       working capital purposes. At September 30, 1996, Industries had
       outstanding borrowings of $600,000 under this line. There were no
       borrowings under this line at September 30, 1995. Borrowings under this
       agreement bear interest at 3/8% over the prime rate (8.25% and 8.75% at
       September 30, 1996 and 1995, respectively) and are secured by receivables
       and retentions of Industries and a corporate guarantee by the Company.
       The line of credit is subject to renewal by the bank in February 1997.

       The Company has a $2,000,000 revolving line of credit with a bank for
       working capital purposes. At September 30, 1996, the Company had no
       outstanding borrowings under this line. At September 30, 1995, the
       Company had outstanding borrowings of $900,000 under this line.
       Borrowings under this line are secured by accounts receivable, inventory,
       contract rights, furniture, fixtures and equipment and leasehold property
       of the Company's operations in





                                       24


<PAGE>   26



       Hawaii. Advances under the line bear interest at the bank's prime rate
       of interest . The Company also has a $250,000 line of credit for the
       issuance of letters of credit. There were no letters of credit
       outstanding at September 30, 1996. These credit arrangements are
       subject to renewal by the bank in March 1997.

       Interest Paid

       Interest payments made during fiscal years 1996, 1995 and 1994 totaled
       $387,000, $317,000 and $327,000, respectively.


(5)    Income Taxes

       Income tax expense for the years ended September 30, 1996, 1995 and 1994
       is comprised of the following components:

<TABLE>
<CAPTION>


                                     1996         1995          1994
                                  ---------    ---------    ---------
<S>                               <C>           <C>         <C> 

Current tax expense:
    U.S. Federal                  $ 421,000      723,000      671,000
    State and U.S. possessions       79,000      146,000      115,000
                                  ---------    ---------    ---------
                                    500,000      869,000      786,000
                                  ---------    ---------    ---------
Deferred tax expense (benefit):
    U.S. Federal                     (4,000)    (154,000)    (222,000)
    State and U.S. possessions        1,000      (24,000)     (19,000)
                                  ---------    ---------    ---------
                                     (3,000)    (178,000)    (241,000)
                                  ---------    ---------    ---------
                                  ---------    ---------    ---------

                                  $ 497,000      691,000      545,000
                                  =========    =========    =========

</TABLE>


       Net income taxes paid for fiscal years 1996, 1995 and 1994 were $575,000,
       $1,122,000 and $692,000, respectively.

       Significant components of the Companys' deferred income tax assets
       (liabilities) at September 30, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>


                                                 1996         1995
                                              ---------    ---------
<S>                                           <C>           <C> 

Deferred tax assets:
   Insurance accruals                         $ 321,000      333,000
   State taxes                                   74,000      118,000
   Vacation                                      72,000       80,000
   Depreciation                                  15,000        3,000
   Other                                          4,000        5,000
                                              ---------    ---------
                                                486,000      539,000
Valuation allowance for deferred tax assets     (83,000)    (148,000)
                                              ---------    ---------
      Total deferred tax assets                 403,000      391,000
                                               ---------    ---------

Deferred tax liabilities:
   Installment gain on sale of real estate      187,000      179,000
                                              ---------    ---------

      Net deferred tax asset                  $ 216,000      212,000
                                              =========    =========


</TABLE>






                                       25

<PAGE>   27



<TABLE>
<CAPTION>


                                                   1996      1995
                                                --------   --------
<S>                                             <C>        <C>   

Included in accompanying consolidated balance
  sheets under the following
   captions:
      Deferred tax assets                       $216,000    231,000
      Deferred tax liability                        --      (19,000)
                                                ========   ========
      Net deferred tax asset                    $216,000    212,000
                                                ========   ========
</TABLE>


       The valuation allowance for deferred tax assets as of September 30, 1996
       and 1995 was $83,000 and $148,000, respectively. The net change in the
       total valuation allowance for the year ended September 30, 1996 was a
       decrease of $65,000. In assessing the realizability of deferred tax
       assets, management considers whether it is more likely than not that some
       portion or all of the deferred tax assets will not be realized. The
       ultimate realization of deferred tax assets is dependent upon the
       generation of future taxable income during the periods in which those
       temporary differences become deductible.

       Income tax expense differed from the amounts computed by applying the
       U.S. Federal income tax rate of 34% in 1996, 1995 and 1994 to earnings
       before income taxes as follows:

<TABLE>
<CAPTION>

                                                               1996        1995          1994
                                                            ---------    ---------    ---------
<S>                                                          <C>         <C>          <C>  



Computed "expected" tax expense                             $ 412,000      580,000      469,000
Increase (decrease) in taxes resulting from:
    State income tax expense, net of Federal income taxes      54,000       81,000       79,000
    Nondeductible portion of entertainment expense             32,000       39,000        8,000
    Other miscellaneous items, net                             (1,000)      (9,000)     (11,000)
                                                            ---------    ---------    ---------

                                                            $ 497,000      691,000      545,000
                                                            =========    =========    =========

</TABLE>



(6)    Employee Retirement Plans

       The Company and its subsidiaries contribute to multi-employer pension
       plans, primarily defined benefit plans, as required by collective
       bargaining agreements. Amounts charged to construction cost and
       contributed to these plans in 1996, 1995 and 1994 aggregated $1,973,000,
       $1,567,000 and $1,839,000, respectively.

       The Company sponsors a defined contribution plan. All qualified
       non-bargaining U.S. employees of the Company are eligible to participate
       in the plan and may make voluntary contributions to the plan subject to
       certain limitations and restrictions. The amount of voluntary
       contributions and investment income thereon is fully vested and
       non-forfeitable; however, the interest of each participant in the
       Company's contributions and earnings on investments, less expenses, is
       vested in accordance with the plan. There is 100% vesting at retirement,
       disability or death of a participant.

       Under the terms of the plan, the accumulated balance of vested benefits
       in each participant's account is paid to the individual upon termination,
       retirement or death. Payment may be made in lump sum or in annual
       installments over a period not to exceed the participant's life
       expectancy. Any amounts forfeited upon termination or retirement are used
       to reduce future contributions of the Company in accordance with the
       plan.


                                     26

<PAGE>   28



       The Company's contribution under the defined contribution plan is a
       percentage of each employee's contribution. Amounts charged to general
       and administrative expense by the Company related to the plan for the
       years ended September 30, 1996, 1995 and 1994 were $40,000, $40,000 and
       $41,000, respectively.


(7)    Leases

       Operating Leases

       The Company and its subsidiaries lease various properties and equipment
       under long-term agreements which expire at varying dates through 2029,
       including a lease of land on which an office building and warehouse have
       been constructed. Real property leases generally provide for the Company
       to pay for taxes, maintenance and insurance applicable to the leased
       properties, and certain of these leases provide for re-negotiation of
       annual rentals at specified dates.

       At September 30, 1996, minimum rental obligations under noncancelable
       operating leases (primarily real property) in excess of one year are as
       follows:

<TABLE>
<CAPTION>

                 <S>                           <C>   


                 1997                         $     640,000
                 1998                               473,000
                 1999                               370,000
                 2000                               287,000
                 2001                               232,000
                 2002 and thereafter              6,327,000
                                              -------------
                                              $   8,329,000
                                              =============

</TABLE>

       Rent expense on operating leases, including leases less than one year,
       for 1996, 1995 and 1994 was $2,127,000, $2,104,000 and $1,437,000,
       respectively.

       The Company and its subsidiaries have leased certain owned real property
       to others including primarily a lease of land and improvements under a
       noncancelable lease which expires in 2000. The lease provides for the
       lessee to pay for taxes, maintenance and insurance applicable to the
       leased property and, at the end of the fixed term, provides an option to
       the lessee to extend for four successive terms of five years each at a
       rent to be agreed upon. At September 30, 1996, minimum future lease
       rentals to be received by the Company are as follows:
<TABLE>

                     <S>                      <C>  

                     1997                     $         178,000
                     1998                               178,000
                     1999                               178,000
                     2000                               178,000
                     2001                                44,000
                                              -----------------
                                              $         756,000
                                              =================
</TABLE>


(8)    Litigation

       There are various lawsuits pending against and claims being pursued by
       the Company and its subsidiaries arising out of the normal course of
       business. It is management's present opinion that the outcome of these
       proceedings will not have a material effect on the Company's consolidated
       financial statements taken as a whole.



                                       27


<PAGE>   29



(9)    Minority Interest

       Minority interest represents the minority stockholder's proportionate
       share of the equity and the income or loss of an 89%-owned consolidated
       subsidiary. The Company purchased a 79% interest in this contracting
       company in August 1992 for $79,000 and acquired an additional 10%
       interest in March 1995 for $15,000.


(10)   Investment in and Advances to Joint Ventures

       The Company has had interests in various construction joint ventures with
       other parties under arrangements which provide for the sharing of profits
       or losses ranging from 49% to 50%. Investments in these joint ventures
       are stated at cost plus the equity in undistributed earnings. Combined
       financial information of the joint ventures in summary form as of and for
       the years ended September 30, 1996, 1995 and 1994 follows:

<TABLE>
<CAPTION>
                                               1996          1995          1994
                                           -----------    ----------   -----------
<S>                                        <C>             <C>          <C> 
Combined information:
    Current assets (primarily cash and
      receivables)                         $   344,000       105,000     5,638,000
    Equipment                                    8,000          --         161,000
    Less liabilities (primarily accounts
      payable)                                (253,000)      (16,000)   (3,524,000)
                                           -----------    ----------   -----------

           Net assets                      $    99,000        89,000     2,275,000
                                           ===========    ==========   ===========

    Revenues                               $ 1,138,000    13,294,000    11,908,000
                                           ===========    ==========   ===========

    Net income                             $    46,000     5,473,000     1,817,000
                                           ===========    ==========   ===========


Company's interest:
    Share of revenues                      $   559,000     6,661,000     5,854,000
                                           ===========    ==========   ===========

    Share of net income                    $    24,000     2,576,000       893,000
                                           ===========    ==========   ===========

    Share of net assets                    $    50,000        78,000     1,120,000
    Advances to joint venture                   88,000          --            --
                                           ===========    ==========   ===========
       Investment in and advances to
         joint venture                     $   138,000        78,000     1,120,000
                                           ===========    ==========   ===========


</TABLE>
       The Company's proportionate share of revenues and operating income from
       these construction joint ventures has been included in the consolidated
       statements of earnings.




                                       28


<PAGE>   30



(11)   Costs and Estimated Earnings on Uncompleted Contracts

<TABLE>
<CAPTION>
                                                                  1996              1995
                                                               -------------    -------------
            <S>                                                <C>              <C> 
            Costs incurred on uncompleted contracts            $ 233,086,000      202,485,000
            Estimated earnings to date                            15,837,000       12,879,000
                                                               -------------    -------------
                                                                 248,923,000      215,364,000
            Less billings to date                                249,802,000      215,371,000
                                                               -------------    -------------
            
                                                               $    (879,000)          (7,000)
                                                               =============    =============
            
            Included in accompanying consolidated
            balance sheets under the following
                captions:
                  Costs and recognized profits in excess of
                    billings on uncompleted contracts          $   6,121,000        6,541,000
                  Billings in excess of costs and recognized
                    profits on uncompleted contracts              (7,000,000)      (6,548,000)
                                                               -------------    -------------

                                                               $    (879,000)          (7,000)
                                                               =============    =============
</TABLE>



(12)   Fair Value of Financial Instruments

       The carrying amounts of cash, receivables, costs and recognized profits
       in excess of billings on uncompleted contracts, short-term borrowings,
       short-term note payable, trade accounts payable and billings in excess of
       costs and recognized profits on uncompleted contracts approximate fair
       value because of the short-term maturity of these instruments.

       Note receivable from related party - noncurrent

       The carrying amount of the Company's note receivable to related party-
       noncurrent approximates fair value because the interest rate approximates
       currently available borrowing rates for similar types of debt.

       Long-term debt

       The carrying amount of the long-term debt approximates fair value because
       of the variable rate provisions of the bank mortgages.



                                       29

<PAGE>   31


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


            None.

                                    PART III






Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


          Information required by this item with respect to directors will be
contained in the Company's 1997 Proxy Statement and is incorporated herein by
reference.

          Information concerning the executive officers of the Company is
provided following Item 4, Part I and is incorporated herein by reference.



Item 11.    EXECUTIVE COMPENSATION


          Information required by this item will be contained in the Company's
1997 Proxy Statement and is incorporated herein by reference.



Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


          Information required by this item will be contained in the Company's
1997 Proxy Statement and is incorporated herein by reference.



Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


          Information required by this item will be contained in the Company's
1997 Proxy Statement and is incorporated herein by reference.






                                       30
<PAGE>   32

                                     PART IV






Item 14.    EXHIBITS, FINANCIAL STATEMENTS,
            AND REPORTS ON FORM 8-K


(A)    1.  Consolidated Financial Statements -
                Included in Item 8, Part II of this Form 10-K
                   Amelco Corporation and Subsidiaries:
                      Independent Auditors' Report
                      Consolidated Balance Sheets - September 30, 1996
                      and 1995 Consolidated Statements of Earnings -
                      Three years ended
                           September 30, 1996
                      Consolidated Statements of Stockholders' Equity - Three
                           years ended September 30, 1996
                      Consolidated Statements of Cash Flows - Three years ended
                           September 30, 1996
                      Notes to Consolidated Financial Statements

(B)        Report on Form 8-K -
                     None.









                                       31


<PAGE>   33

Schedules Omitted:

Schedules are omitted because they are not required or are not applicable.

(C)       3.       Exhibits -
Exhibit    (3)      (3.1)  Articles of Incorporation effective November 8, 1988
                           incorporating the Registrant in the State of 
                           California filed as Exhibit 3(iii)a to Form 10-K for 
                           the year ended September 30, 1989 are incorporated
                           herein by reference.
                    (3.2)  Bylaws of the Registrant relating to the
                           incorporation in the State
                           of California effective November
                           8, 1988 filed as Exhibit 3(iii)b
                           to Form 10-K for the year ended
                           September 30, 1989 are
                           incorporated herein by reference.
           (4)      Instruments defining the rights of
                    security holders, including indentures -
                    Reference is made to the Articles of
                    Incorporation and Bylaws filed as Exhibit
                    (3).
           (9)      Voting trust agreement - none.
           (10)     Material Contracts -
                    (10.4)  Memorandum of Employment
                            Agreement between Amelco
                            Corporation and Mark S. Angelich
                            dated September 21, 1989 filed as
                            Exhibit (10.4) to Form 10-K for
                            the year ended September 30, 1990
                            is incorporated herein by
                            reference.
                    (10.5)  Real Property Lease Agreement
                            between the Trustees Under the
                            Will and Estate of Samuel M.
                            Damon and Amelco Corporation
                            dated April 24, 1979 filed as
                            Exhibit (10.5) to Form 10-K for
                            the year ended September 30, 1990
                            is incorporated herein by
                            reference.
                    (10.8)  Credit Agreement between Amelco
                            Corporation and Bank of Hawaii
                            dated June 26, 1989 filed as
                            Exhibit (10.8) to Form 10-K for
                            the year ended September 30, 1990
                            is incorporated herein by
                            reference.
                    (10.9)  Agreement for Purchase and Sale
                            of Real Property between Amelco
                            Industries and Halau Corporation
                            dated August 30, 1991 filed as
                            Exhibit (10.9) to Form 10-K for
                            the year ended September 30, 1991
                            is incorporated herein by
                            reference.




                                       32
<PAGE>   34
                    (10.11)   Lease Agreement between Halau Corporation and
                              Amelco Industries dated October 1, 1993 filed as
                              Exhibit (10.11) to Form 10-K for the year ended
                              September 30, 1993 is incorporated herein by
                              reference.

                    (10.12)   Death Benefit Agreement between Amelco Corporation
                              and Samuel M. Angelich dated March 7, 1994 filed
                              as Exhibit (10.12) to Form 10-K for the year ended
                              September 30, 1994 is incorporated herein by
                              reference.

                    (10.13)   Credit Agreement between Amelco Industries and
                              Imperial Bank dated February 28, 1994 filed as
                              Exhibit (10.13) to Form 10-K for the year ended
                              September 30, 1994 is incorporated herein by
                              reference.

                    (10.14)   Amendment to Credit Agreement between Amelco
                              Corporation and Bank of Hawaii dated May 16, 1990
                              filed as Exhibit (10.14) to Form 10-K for the year
                              ended September 30, 1994 is incorporated herein by
                              reference.

                    (10.15)   Second Amendment to Credit Agreement between
                              Amelco Corporation and Bank of Hawaii dated
                              February 25, 1994 filed as Exhibit (10.15) to Form
                              10-K for the year ended September 30, 1994 is
                              incorporated herein by reference.

          (11)      Statement re computation of per share earnings - not
                    applicable.

          (12)      Statements re computation of ratios - not applicable.

          (13)      Annual report to security holders - not applicable.

          (18)      Letter re change in accounting principles - not applicable.

          (19)      Previously unfiled documents - none.

          (22)      Subsidiaries of the Registrant - Exhibit 22.

          (23)      Published report regarding matters submitted to vote of
                    security holders - none. 

          (24)      Consents of experts and counsel - not applicable. 

          (25)      Power of attorney - not applicable. 

          (27)      Financial Data Schedule (EDGAR version only)




                                       33
<PAGE>   35
                                   SIGNATURES




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


                                               AMELCO CORPORATION (Registrant)




Date:  December 20, 1996                  By  /s/ Patrick T. Miike
                                          --------------------------------------
                                          Patrick T. Miike
                                          Vice President - Finance and Treasurer
                                          (Principal Financial and Accounting
                                          Officer of the Registrant)


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


/s/ Samuel M. Angelich     Chairman of the Board,            December 20, 1996
------------------------
Samuel M. Angelich         President and Chief Executive
                           Officer

/s/ Mark S. Angelich       Director and Executive Vice       December 20, 1996
------------------------
Mark S. Angelich           President

/s/ Patrick T. Miike       Vice President - Finance          December 20, 1996
------------------------
Patrick T. Miike           and Treasurer

/s/ John M. Carmack        Director and Secretary            December 20, 1996
------------------------
John M. Carmack





                                       34