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                                  United States

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

          (Mark one) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999
                                             -----------------
                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ____________ to __________
                         Commission file number 33-75154

                           J.B. POINDEXTER & CO., INC.

             (Exact name of registrant as specified in its charter)

            Delaware                                 76-0312814

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

            1100 Louisiana
              Suite 5400
            Houston, Texas                                 77002
         --------------------                             -------
(Address if principal executive offices)                 (Zip Code)


   (Registrant's telephone number, including area code) (713)655-9800

        Securities registered pursuant to Section 12(b) of the Act: None
                  Name of each exchange where registered: None

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


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

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant: $ 0

The number of shares  outstanding of each of the registrants'  classes of common
stock as of February 25, 2000: 3059

Documents Incorporated by Reference:  None


<PAGE>


                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES

PART I.

Item 1.  Business

     J.B.  Poindexter & Co., Inc.  ("JBPCO")  operates  primarily  manufacturing
businesses.   JBPCO's  operating   subsidiaries  are  Morgan  Trailer  Mfg  Co.,
("Morgan"), Truck Accessories Group, Inc., ("TAG"), EFP Corporation, ("EFP") and
Magnetic  Instruments Corp., ("MIC Group").  The JBPCO subsidiaries also include
Lowy Group, Inc., ("Lowy" or "Lowy Group"), the remaining  operations,  of which
were sold effective June 7, 1999.

       Unless the context  otherwise  requires,  the  "Company"  refers to JBPCO
together with its consolidated  subsidiaries.  The Company is controlled by John
B. Poindexter.  In May 1994, the Company completed an initial public offering of
$100 million, 12 1/2% Senior Notes due 2004 (sometimes referred to herein as the
"Note Offering").  Concurrent with the Note Offering, the Company acquired, from
John B. Poindexter and various minority interests,  TAG, Lowy Group, EFP and MIC
Group.  During 1998,  the Company's  management  made the strategic  decision to
concentrate resources on the Company's manufacturing  operations.  Consequently,
the retail and wholesale distribution operations of TAG and Lowy Group were sold
or closed  down and are  treated as  discontinued  operations  for all  relevant
periods in the  Consolidated  Financial  Statements of the Company.  The Company
manages  its  assets on a  decentralized  basis,  with a small  corporate  staff
providing strategic direction and support.

       The Company  considers each of its operating  subsidiaries as an industry
segment. See Note 3 to the Consolidated Financial Statements of the Company.

Morgan

       Morgan is the nation's  largest  manufacturer  of  commercial  van bodies
("van bodies") for medium-duty  trucks.  Morgan  products,  which are mounted on
truck chassis  manufactured and supplied by others, are used for general freight
and deliveries, moving and storage and distribution of refrigerated consumables.
Its 98  authorized  distributors,  seven  manufacturing  plants and six  service
facilities  are in  strategic  locations  to provide  nationwide  service to its
customers,  including rental companies, truck dealers and companies that operate
fleets  of  delivery  vehicles.  Formed  in 1952,  Morgan  is  headquartered  in
Morgantown, Pennsylvania, and was acquired in 1990.

       Morgan's van bodies are  manufactured  and  installed  on truck  chassis,
which are  classified  by hauling  capacity  or gross  vehicular  weight  rating
("GVWR").  There  are  eight  classes  of GVWR.  Morgan  generally  manufactures
products for Classes 3 through 7, those having a GVWR of between  10,001  pounds
(light-duty  dry  freight  vans) and  33,000  pounds  (medium-duty  trucks).  It
generally does not  manufacture  products for Classes 1 or 2 (pickup  trucks) or
Class 8. The principal products offered by Morgan are the following:

       Dry  Freight  Bodies  (Classes  3-7).  Dry freight  bodies are  typically
fabricated with pre-painted  aluminum or fiberglass  reinforced  plywood ("FRP")
panels,  aerodynamic  front-end  treatment,  hardwood  floors and  various  door
configurations to accommodate end-user loading and unloading requirements. These
products are used for diversified dry freight  transportation and represent more
than one-half of Morgan's sales.

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       Refrigerated  Van Bodies  (Classes 3-7).  Refrigerated  vans are equipped
with insulated  aluminum or FRP bodies that accommodate  controlled  temperature
and  refrigeration  needs of  end-users.  These  products are used  primarily on
trucks that transport dairy products, frozen foods and meats.

        Cutaway  Van Bodies  (Classes  3-5).  Aluminum or FRP cutaway van bodies
(which  differ  from  conventional  vans  generally  by having  different  floor
configurations and shorter lengths) are installed only on cutaway chassis, which
are  available  with or without  access to the cargo area from the cab.  Cutaway
bodies  are  used  primarily  for  local   delivery  of  parcels,   freight  and
perishables.

        Stake Bodies and Flatbeds.  Morgan also manufactures stake bodies, which
are flatbeds with various  configurations  of removable sides.  Stake bodies are
used for the  movement  of a  variety  of  materials  for the  agricultural  and
construction industries, among others.

        Gem Top Pickup Truck Caps.  Pickup truck caps are fabricated  enclosures
that fit over the beds of pickup trucks,  converting the beds into  weatherproof
storage areas.  Effective June 30, 1997,  Morgan  acquired the operations of Gem
Top from  TAG.  Gem Top  services  primarily  commercial  customers.  For a more
detailed discussion of the truck accessories business see TAG below.

        Beltrami Door Company.  During the year ended December 31, 1999,  Morgan
acquired the assets of the Beltrami Door Company,  which  manufactures  overhead
doors  for  use  on  van  bodies   produced  by  Morgan  and  other  truck  body
manufacturers.   Beltrami   manufactures  standard  overhead  doors  constructed
primarily of laminated wood;  however, it has developed a door manufactured from
composite  material,  which  Morgan  intends to introduce as part of its product
offering.

        Some of the components of Morgan's  products,  such as certain  patented
methods for making curtained doors for vehicle bodies,  are proprietary.  Morgan
also offers certain products manufactured by others, including those distributed
by Morgan's  Advanced  Handling Systems Division that facilitate the loading and
unloading of cargo.  Morgan  distributes  spare parts through and offers limited
service  programs at some of its own  facilities  and through its 98  authorized
distributors.

        Customers and Sales. The truck body industry has two major categories of
customers:  (1)  customers  operating  their own fleets of vehicles or who lease
their vehicles to third parties (collectively,  "fleet/leasing customers");  and
(2) truck dealers and  distributors  who sell vehicles to others  (collectively,
"dealer/distributor customers").

        Morgan's net sales  constituted  59%, 54% and 53% of the Company's total
net sales in 1999, 1998 and 1997, respectively. Morgan's revenue is generated by
five sources: (1) sales to commercial divisions of leasing companies,  companies
with fleets of delivery  vehicles,  truck dealers and distributors  ("Commercial
Sales");  (2) sales to consumer rental companies  ("Consumer Rental Sales"); (3)
parts; (4) service and (5) the Advanced Handling Systems Division.

        Consumer  Rental Sales are composed of sales to companies  that maintain
large  fleets of one-way and local  moving  vehicles  available  for rent to the
general public.  Procurement  contracts for Consumer Rental Sales are negotiated

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<PAGE>

annually,  usually in late summer to early fall and tend to be the most volatile
and price sensitive aspect of Morgan's business.

        Morgan's two largest  customers,  Ryder Truck  Leasing,  Inc. and Penske
Truck Leasing,  L.P., have,  together,  historically  represented  approximately
40-55% of  Morgan's  total net  sales.  Each has been a  customer  of Morgan for
approximately 20 years and management  considers relations with each to be good.
Sales  to  these  customers  represented  31%,  26%  and  24% of  the  Company's
consolidated net sales during the years 1999, 1998, and 1997, respectively.

        Morgan  sells   products   through  its  own  sales  force  and  through
independent distributors.  Most of the distributors sell a wide variety of truck
related equipment to truck dealers and end-users.

        Manufacturing and Supplies. Morgan operates manufacturing, body mounting
and service facilities in Pennsylvania,  Wisconsin,  Georgia, Texas and Arizona.
It also  has  sales,  service  and  body  mounting  facilities  in  Florida  and
California. Its Gem Top division is located in Oregon.

        Generally,  all van bodies manufactured by Morgan are produced to order.
The shipment of a unit is dependent upon receipt of the chassis  supplied by the
customer  and the  customer's  arrangements  for  delivery of  completed  units.
Revenue is  recognized  and the customer is billed upon final body  assembly and
quality inspection. Because contracts for Consumer Rental Sales are entered into
in the summer or fall but production does not begin until the following January,
Morgan  generally has a significant  backlog of Consumer  Rental Sales orders at
the end of each year that is processed  through May of the  following  year.  In
addition,  Morgan typically maintains a significant backlog of Commercial Sales.
At December 31, 1999 and 1998,  Morgan's total backlog was  approximately  $70.3
million and $83.9  million,  respectively.  All of the products under the orders
outstanding at December 31, 1999 are expected to be shipped during 2000.

        Morgan  maintains an inventory of raw  materials  necessary to build van
bodies according to customers' orders. Raw materials are acquired from a variety
of sources and Morgan has not experienced  significant shortages of materials in
recent  years.   Fiberglass  reinforced  plywood  panels,  which  are  important
components  of some of Morgan's  products,  are  acquired  principally  from two
suppliers.  The  loss of  either  of  those  suppliers  could  disrupt  Morgan's
operations  until a  replacement  source  could be located.  Morgan's  customers
purchase  their truck  chassis  from major truck  manufacturing  companies.  The
delivery  of  a  chassis  to  Morgan  is  dependent  upon  truck  manufacturers'
production  schedules,  which are  beyond  Morgan's  control.  Delays in chassis
deliveries can disrupt Morgan's  operations and can increase its working capital
requirements.

        Industry.  Industry  revenue and growth are  dependent  primarily on the
demand for delivery vehicles in the general freight,  moving and storage, parcel
delivery and food  distribution  industries.  Replacement  of older  vehicles in
fleets represents an important revenue source,  with replacement  cycles varying
from  approximately  four to six  years,  depending  on  vehicle  types.  During
economic  downturns,  replacement  orders are often  deferred or, in some cases,
older vehicles are retired without replacement.

        Competition.  The van body manufacturing industry is highly competitive.
Morgan competes with a limited number of large  manufacturers and a large number
of smaller  manufacturers.  Some of Morgan's  competitors operate from more than
one location.  Certain  competitors are publicly owned with substantial  capital

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<PAGE>

resources. Competitive factors in the industry include product quality, delivery
time,  geographic proximity of manufacturing  facilities to customers,  warranty
terms, service and price.

TAG

         TAG is primarily a  manufacturing  operation  consisting of Leer,  20th
Century  Fiberglass  (Century) and Raider  Industries Inc.,  (Raider).  TAG also
operates  Midwest Truck  AfterMarket  (MTA),  which is a wholesale  distribution
business and three  retail  stores,  two of which are integral  parts of certain
manufacturing facilities.  During 1999, the Company completed the disposition of
the  distribution  business of TAG (TAG  Distribution),  which is,  accordingly,
treated as discontinued in the Consolidated Financial Statements. See Note 12 to
the Consolidated Financial Statements of the Company.

         TAG is the  nation's  largest  manufacturer  of pickup  truck  caps and
tonneau covers and its products are marketed under the brand names Leer, Raider,
LoRider and Century.  Caps and tonneau covers are fabricated enclosures that fit
over the beds of pickup trucks,  converting the beds into  weatherproof  storage
areas.  TAG's seven  manufacturing  plants and  network of over 600  independent
dealers  provide a national  network  through which its products are marketed to
individuals,  small businesses and fleet operators.  TAG's net sales constituted
29% of the  Company's  total  net  sales  during  each of 1999,  1998 and  1997,
respectively.  Formed in 1971, TAG is headquartered in Elkhart,  Indiana and was
acquired in 1987.

         Customer and Sales.  Most end users of TAG's products  (purchased  from
dealers) are  individuals.  TAG's products are sold through its national network
of  independent  dealers.  TAG also sells its products in Canada and Europe.  In
1999, foreign sales (primarily in Canada) represented approximately 10% of TAG's
total sales or less than 3% of the Company's total net sales.  During 1999, 1998
and 1997, TAG had  intercompany  sales of $4.6 million,  $13.1 million and $13.8
million, respectively, to TAG Distribution.

         Manufacturing  and  Supplies.  TAG  designs and  manufactures  caps and
tonneau covers in seven manufacturing facilities located in California, Indiana,
Pennsylvania  and  Saskatchewan,  Canada.  TAG  maintains  an  inventory  of raw
materials necessary to manufacture its products. Raw materials are obtained from
a variety  of  sources  and TAG has not  experienced  significant  shortages  of
materials in recent years.  TAG purchases a substantial  majority of its windows
for caps  from a single  supplier.  Although  the  loss of that  supplier  would
disrupt  TAG's  production  activities  until a  replacement  supplier  could be
located,  management  does not  believe  that such loss  would  have a  material
adverse effect on the Company.  TAG's products are typically  manufactured  upon
receipt of an order by the dealer and,  consequently,  backlog at TAG represents
between one and two weeks production or approximately $3 million.

         TAG has  developed  and recently  began  shipments  of a tonneau  cover
manufactured  from a polymer based product produced by the B.F. Goodrich company
and marketed under the name Telene.

         Industry. Sales of caps and tonneaus tend to correspond to the level of
new pickup truck  sales.  Cap sales are  seasonal,  with sales  typically  being
higher in the spring and fall than in the summer and winter.

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<PAGE>

     Competition.  The cap and tonneau  cover  industry  is highly  competitive.
Competitive factors include product availability, quality and price.

EFP

         EFP molds and markets  expandable  foam plastics used  primarily by the
automotive,  electronics, furniture and appliance industries as packaging, shock
absorbing and materials handling products.  Management  believes that EFP is the
nation's third largest producer and marketer of custom-shaped, molded expandable
plastics.  Management  believes  that EFP's  competitive  strengths  include its
ability to  manufacture  high  quality  products  for  competitive  prices while
providing  excellent  service to its  customers,  including  timely  delivery of
products.  EFP's net sales  made up 8%, 10% and 10% of the  Company's  total net
sales during each of the last three years, respectively. Founded in 1954, EFP is
headquartered in Elkhart, Indiana and was acquired in 1985.

         Products.  EFP's products are manufactured from expandable  polystyrene
("EPS"),  expandable  polypropylene  ("EPP"),  expanded  polyethylene ("EPE"), a
copolymer of polyethylene  and polystyrene  ("Copolymer")  and certain high heat
resistant resins ("Resins"). EPP, EPE, Copolymer and Resins are each tougher and
more resilient, or have higher temperature  tolerances,  than EPS. Products made
from expandable  foams are lightweight and durable,  capable of absorbing shocks
and impacts, provide thermal insulation and are chemically neutral.

         EFP manufactures and markets the following products:

         o   Packaging and Shock Absorbing Products. EFP sells these products to
             manufacturers who use them to package and ship a wide assortment of
             industrial  and consumer  products,  such as computers,  television
             sets,  toys,  furniture,  appliances and cameras.  Virtually all of
             these  products are  custom-made to fit the shape of the particular
             product  or item for which  EFP's  product  is being  manufactured.
             These  products are  manufactured  from EPS and EPP, with EPP being
             used for  more  fragile  products.  Sales of  packaging  and  shock
             absorbing  products  represent  approximately  75% of  EFP's  total
             sales.

         o   Material Handling  Products.  These products include reusable trays
             or containers that are used for transporting  components to or from
             a   customer's   manufacturing   facility.   EFP  also  offers  its
             Thin-Wall(TM)  products,  which are used as parts positioning trays
             for  robotic  or  automatic   product   assembly   such  as  camera
             manufacturing.  Material handling  products  generally are produced
             from EPS, EPP or Copolymer.

         o   Components. EFP provides materials manufactured from EPP, which are
             used as energy absorbing components of automobile bumpers. EFP also
             manufacturers  a line of its  Styro-Cast(R)  foam foundry  patterns
             used by foundries in the "lost foam" or  evaporative  casting metal
             casting  process.  During 1996,  EFP began the  production  of door
             cores,  with a molded-in  metal  frame,  for use in the mobile home
             manufacturing industry.

     Customers  and  Sales.   EFP's   products  are  sold  to  the   automotive,
electronics, furniture, appliance and marine industries, among others. EFP has a
reasonably diversified customer base.

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         EFP   utilizes  an  in-house   sales  force  and  engages   independent
representatives to provide  supplemental sales support in the marketing of EFP's
packaging and shock absorbing  products.  EFP also employs an engineering  staff
that  assists  customers  in the  production,  design and  testing of  products.
Because  expanded  foams  are very  bulky,  freight  costs  impose  geographical
limitations  on sales of those  products.  Generally,  EFP  considers its target
market  to be  limited  to a  300-mile  radius  surrounding  each  manufacturing
facility.  In certain  circumstances,  however,  EFP has  shipped  its  products
greater distances.

         Manufacturing and Supplies. EFP manufactures its products at facilities
located in  Indiana,  Wisconsin,  Alabama,  Tennessee  and Texas.  The Texas and
Tennessee   facilities   manufacture  products  primarily  for  Compaq  Computer
Corporation and Toshiba  Corporation,  respectively,  although EFP utilizes both
facilities to manufacture  products for other customers as well.  EFP's business
is typically not seasonal. At December 31, 1999 and 1998, EFP's backlog was $3.4
million and $2.9 million, respectively.

         As is customary in the industry, EFP purchases its raw materials from a
variety  of  sources on a purchase  order  basis and not  pursuant  to long term
supply  contracts.  Raw material prices  fluctuate and EFP historically has been
affected  by price  increases  in the past but has not  experienced  significant
shortages of raw materials in recent years.

         EFP is QS 9000 and ISO  9000  certified  at its  facility  in  Elkhart,
Indiana and is seeking  certification  at its other  locations.  QS 9000 and ISO
9000 are an internationally  recognized  certifications of production  practices
and techniques employed in manufacturing  processes.  QS 9000 is a certification
generally related to the automotive industry.

         Industry.  Because most of EFP's products are  manufactured  for use by
other  industries,  economic  conditions that affect those other industries will
generally affect EFP's  operations.  In particular,  growth or a downturn in the
automotive,  electronics,  furniture or appliance  industries generally would be
expected  to have a  corresponding  effect on EFP's  business,  as those are the
principal industries served by its packaging and shock absorbing products. Sales
of EFP's products  typically are not seasonal,  other than a slight reduction in
shipments during the latter part of December and early January.

         Competition.   EFP  competes  with  other  molded,  expandable  plastic
producers  and  with   manufacturers  of  alternative   packaging  and  handling
materials,  including  paper,  corrugated boxes and other foam products (such as
soft urethane). Many of these competitors, particularly the paper companies, are
large  companies  having greater  financial  resources  than EFP.  Certain other
expandable  plastic  manufacturers have multiple  facilities.  EFP also competes
with other companies in the foundry patterns market. Competitive factors include
price, quality and the timely delivery of products.

MIC Group

         MIC Group is a  manufacturer,  caster and assembler of precision  metal
parts used in the  worldwide  oil and gas,  aerospace  and  general  industries.
Formed in 1963, MIC Group is located in Brenham, Texas and was acquired in 1992.
MIC Group operates an electronic assembly and testing facility in Houston, which
operates under the name ElectroSpec. MIC Group's net sales made up less than 10%
of the Company's net sales, during each of the last three years.

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<PAGE>

         Products.  MIC Group  manufactures  various  precision  metal parts and
electro-mechanical  devices that are utilized primarily in a variety of oilfield
applications  but  also  in the  aerospace  and  other  industries.  Most of the
precision parts  currently  manufactured by MIC Group are utilized in connection
with the  exploration  for oil and gas. Parts produced by MIC Group are utilized
for complex  functions,  such as well bore logging,  perforation and fracturing.
Its products are also applicable to many seismic and geophysical activities.

         ElectroSpec   assembles   electronic   printed   circuit   boards   and
instrumentation  packages  for the  same  or  similar  applications.  Electronic
assembly   provides   additional  sales   opportunities  by  providing   turnkey
value-added  assemblies to its  customers,  who  incorporate  machined parts and
electronics in the manufacture of their products.

         Customers.  MIC Group sells its  products  primarily  to  international
oilfield  services and  aerospace  companies.  MIC Group has one  customer  that
represented  approximately  39%, 37% and 24% of its total net sales during 1999,
1998 and 1997,  respectively.  The customer has purchased  products and services
from MIC Group for more than five years and management  considers relations with
the customer to be good.

         Manufacturing  and  Supplies.  MIC Group  manufactures  its products in
Brenham,  Texas.  ElectroSpec is located in Houston,  Texas. Management believes
that MIC Group's manufacturing  capabilities are among the most sophisticated in
the   industry.    It   performs   a   broad   range   of   services   including
computer-controlled  precision  machining and welding,  electrostatic  discharge
machining,  electron beam welding,  trepanning and gun drilling.  MIC Group also
performs  investment  casting  services.  At December  31, 1999 and 1998,  MIC's
backlog was $6.1 million and $5.4 million, respectively.

         MIC  Group  is ISO  9002  certified.  ISO  9002  is an  internationally
recognized  certification  of production  practices and  techniques  employed in
manufacturing processes.

         Products are manufactured  primarily from non-magnetic stainless steel,
alloy  steels,  nickel-based  alloys,  titanium,  brass  and  beryllium  copper.
Materials  are  obtained  from a  variety  of  sources  and  MIC  Group  has not
experienced significant shortages in materials in recent years.

         Industry.  Because a  significant  portion of MIC Group's  products are
sold to large  international  oilfield service  companies,  MIC is not dependent
solely on the domestic oil and gas  industry.  Rather,  demand for equipment and
services  supplied by those oilfield  service  companies and, in turn,  sales of
related parts manufactured by MIC Group and ElectroSpec, are directly related to
the level of worldwide oil and gas drilling activity.

         Competition.  MIC Group competes with other  businesses  engaged in the
machining,  casting and manufacturing of parts and equipment utilized in the oil
and gas  exploration  industry,  aerospace and general  industry.  Technological
know-how  and  production  capacity are the primary  competitive  factors in MIC
Group's industry.

Trademarks and Patents

         The Company owns rights to certain  presentations  of Leer's name (part
of TAG), which the Company  believes is valuable insofar as management  believes
that it is  recognized  as being a leading  "brand  name." The Company also owns

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rights  to  certain  other   trademarks  and   tradenames,   including   certain
presentations  of  Morgan's  name.  Although  these  and  other  trademarks  and
tradenames  used by the Company help  customers  differentiate  Company  product
lines from those of  competitors,  the Company  believes that the  trademarks or
tradenames  themselves  are less  important to customers than the quality of the
products and services. The Company's  subsidiaries,  principally Morgan and EFP,
hold  patents on  certain  products  and  components  used in the  manufacturing
processes.

Employees

              At  February  28,  2000,  the  Company  had  approximately   3,200
full-time employees. Personnel are unionized in: EFP's Decatur, Alabama facility
(covering  approximately 65 persons,  with a contract  expiring in August 2000);
and TAG's  Raider  Industries  facility in Canada  (covering  approximately  170
persons,  with a contract  expiring in November 2000). The Company believes that
relations with its employees are good.

Environmental Matters

         The Company's operations are subject to numerous environmental statutes
and  regulations,  including  laws and  regulations  affecting  its products and
addressing materials used in manufacturing the Company's products.  In addition,
certain of the  Company's  operations  are subject to  federal,  state and local
environmental  laws and regulations that impose  limitations on the discharge of
pollutants  into the air and water.  The Company  also  generates  non-hazardous
wastes. The Company has received occasional notices of noncompliance,  from time
to time,  with  respect  to its  operations,  which are  typically  resolved  by
correcting  the  conditions  and the  payment  of  minor  fines,  none of  which
individually  or in the  aggregate  has had a  material  adverse  effect  on the
Company.  However,  the Company  expects that the nature of its operations  will
continue to make it subject to increasingly stringent  environmental  regulatory
standards.  Although  the  Company  believes  it  has  made  sufficient  capital
expenditures to maintain  compliance with existing laws and regulations,  future
expenditures may be necessary,  as compliance  standards and technology  change.
Unforeseen significant expenditures required to maintain such future compliance,
including unforeseen liabilities,  could limit expansion,  or otherwise,  have a
material adverse effect on the Company's business and financial condition.

        Since 1989,  Morgan has been named as a  potentially  responsible  party
("PRP") with respect to the  generation of hazardous  materials  alleged to have
been handled or disposed of at two Federal  Superfund sites in Pennsylvania  and
one in Kansas. Although a precise estimate of liability cannot currently be made
with  respect  to  these  sites,  the  Company  currently   believes  that  it's
proportionate  share,  if any, of the ultimate  costs  related to any  necessary
investigation  and remedial work at those sites will not have a material adverse
effect on the Company.  To date,  Morgan's  expenditures  related to those sites
have not been significant.

         Since the 1980s and early 1990s,  products manufactured from expandable
polystyrene,  such as some  of the  products  manufactured  by  EFP,  have  been
criticized as being allegedly  harmful to the environment.  Management  believes
that more recent  information  suggests that  expandable  polystyrene  is not as
harmful  to  the  environment  as  reported  earlier.  In the  future,  negative
publicity  relating to expandable  polystyrene has had and could have an adverse

                                       9
<PAGE>

effect on EFP's business, although this publicity has not had a material adverse
effect on EFP's results of operations in the past.

Item 2.   Properties

         The  Company  owns or leases the  following  manufacturing,  office and
sales facilities as of February 25, 2000:

<TABLE>
<CAPTION>
                                                                                           Owned
                                                                            Approximate      or          Lease
            Location                            Principal Use               Square Feet    Leased     Expiration
            --------                            -------------               -----------    ------     ----------
<S>                                       <S>                                <C>         <S>            <C>
 Morgan:
 Ehrenberg, Arizona                        Manufacturing                      125,000     Owned             --
 Atlanta, Georgia                          Parts & service                     20,000     Leased          2004
 Rydal, Georgia                            Manufacturing                       85,000     Leased          2004
 Clackamas, Oregon                         Manufacturing                       82,000     Leased          2003
 Ephrata, Pennsylvania                     Manufacturing                       50,000     Owned             --
 Morgantown, Pennsylvania                  Manufacturing                       62,900     Leased          2000
 Morgantown, Pennsylvania                  Office & manufacturing             261,500     Owned             --
 Morgantown, Pennsylvania                  Office                              12,000     Leased          2000
 Morgantown, Pennsylvania                  Office/Warehouse                   110,000     Leased          2009
 Corsicana, Texas                          Manufacturing                       60,000     Owned             --
 Janesville, Wisconsin                     Manufacturing                       38,000     Leased          2000
 Janesville, Wisconsin                     Manufacturing                       60,000     Leased          2009
 Nuevo Leon, Mexico                        Manufacturing                       25,000     Owned             --
 Denver, Colorado                          Parts & service                     15,000     Leased          2004
 Tampa, Florida                            Parts & service                     13,500     Owned             --
 Bemidji, Minnesota                        Manufacturing                       10,000     Leased          2001
 TAG:
 Woodland, California                      Manufacturing                       92,000     Leased          2001
 Woodland, California                      Reaearch and design                 10,000     Leased          2001
 Elkhart, Indiana                          Office & research                   17,500     Owned             --
 Elkhart, Indiana                          Manufacturing                      139,000     Leased          2001
 Milton, Pennsylvania                      Manufacturing/Retail               102,000     Leased          2001
 Elkhart, Indiana                          Manufacturing                       91,900     Owned             --
 Elkhart, Indiana                          Office & manufacturing              18,400     Leased          2000
 Drinkwater, Saskatchewan, Canada          Office & manufacturing              72,000     Owned             --
 Moose Jaw, Saskatchewan, Canada           Manufacturing                       87,000     Leased          2005
 Tulsa, Oklahoma                           Warehouse                           32,500     Leased          2002
 Tyler, Texas                              Warehouse                           22,000     Leased          2001
 Clackamas, Oregon                         Retail                              10,000     Leased          2003
 Houston, Texas                            Retail                              10,000     Leased          2002
 Milton, Pennsylvania                      Retail                              10,000     Leased          2005
 EFP:
 Decatur, Alabama                          Manufacturing                      175,000     Leased          2002
 Elkhart, Indiana                          Office & manufacturing             211,600     Owned             --
 Gordonsville, Tennessee                   Manufacturing                       40,000     Leased          2001
 Lebanon, Tennessee                        Warehouse                           18,000     Leased          2002
 Marlin, Texas                             Manufacturing                       73,000     Leased          2001
 Waukesha, Wisconsin                       Manufacturing                       13,850     Leased          2000
 MIC Group:
 Brenham, Texas                            Office & manufacturing              75,500     Owned             --
 Houston, Texas                            Manufacturing                        9,600     Leased          2000
</TABLE>


         The Company  utilizes  principally  all of its  facilities and believes
that its  facilities are adequate for its current needs and are capable of being
utilized at higher capacities to supply increased demand, if necessary.

Item 3. Legal Proceedings

         The  Company  is  involved  in  various  lawsuits,  which  arise in the
ordinary course of business. In the opinion of management,  the ultimate outcome
of these lawsuits will not have a material adverse effect on the Company.

                                       10
<PAGE>

         EFP is subject to a lawsuit concerning the supply of natural gas to one
of its  manufacturing  plants.  The utility  company  has  alleged  that EFP was
under-billed by approximately  $500,000 over a four-year  period, as a result of
errors  made by the  utility  company.  EFP was  granted  a motion  for  summary
judgment  dismissing the suit effective  April 20, 1999. The utility company has
appealed  the motion for  summary  judgment  and the  Company  will  continue to
aggressively  defend the suit.  Management believes that the ultimate resolution
of this matter will not have a material adverse effect on the Company.

Item 4. Submission of Matters to a Vote of Security Holders

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year covered by this report.

PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         The  registrant's  common  equity is  privately  held and not  publicly
traded.  As of February 25, 2000, one individual  owned all of the  registrant's
issued and outstanding common equity.  During the last three fiscal years, JBPCO
paid no cash dividends.

         The Senior  Note  Indenture,  dated as of May 23, 1994 and the Loan and
Security  Agreement,  dated as of  February  25,  2000 with  Congress  Financial
Corporation,  restricts the registrant's  ability to pay dividends on its common
equity.

Item 6.  Selected Financial Data

         The  historical  financial data  presented  below,  for the years ended
December  31,  1999,  1998,  1997,  1996 and 1995,  are derived from the audited
Consolidated  Financial  Statements  of the Company.  The data  presented  below
should be read in  conjunction  with  Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations  and the  Consolidated  Financial
Statements  of  the  Company  and  notes  thereto.   The  historical   financial
information  presented  below has been  restated to reflect the  disposal of the
Lowy Group and the distribution operations of TAG, which have been classified as
discontinued in all periods presented. The financial information is not directly
comparable due to the acquisitions of Century and Raider in June 1995.

                                       11
<PAGE>
<TABLE>
<CAPTION>

                                                                                           Year Ended December 31,
                                                                             (Dollars in Millions, Except Per Share Amounts)
                                                                  1999          1998            1997             1996         1995
                                                                  ----          ----            ----             ----         ----
<S>                                                              <C>            <C>             <C>             <C>          <C>
Operating Data:
Net sales ............................................         $  436.8       $  375.4        $  341.6        $  314.9      $ 332.7
Cost of sales ........................................            356.7          316.7           281.6           259.8        285.7
Selling, general and
   administrative expense ............................             56.0           50.0            49.5            45.5         44.5
Closed and excess facility costs .....................              --             0.3             1.4             1.0          --
Other (income) expense ...............................              --            (0.1)           (0.1)            0.1         (1.0)
                                                                 ------         -------         ------          ------       ------
Operating income ....................................              24.1            8.5             9.2             8.5          3.5
Interest expense ....................................              13.8           15.7            15.8            14.5         14.2
Income tax provision (benefit) ......................               1.5            0.7             1.0            (1.0)        (2.9)
                                                                 ------         -------         ------          ------       ------
Income (loss) before extraordinary
   loss and discontinued operations .................               8.8           (7.9)           (7.6)           (5.0)        (7.8)
Income (loss) from discontinued
   operations .......................................                --           (4.2)             --            (1.1)        (0.7)
Extraordinary gain (loss) ...........................               0.2             --              --            (0.3)          --
                                                                 ------         -------         ------          ------       ------
Net income (loss) ...................................        $      9.0       $  (12.1)        $  (7.6)       $   (6.4)      $ (8.5)
                                                                 ======        ========         =======         =======      ======

Earnings (loss) per share ...........................           $  2,942      $ (3,972)       $ (2,467)       $ (2,092)   $ (2,779)
                                                                 =======       ========        ========         =======     =======
Cash dividends per share ............................           $   --        $   --          $   --          $   --      $   --
                                                                 =======       ========        ========         =======     =======


Balance Sheet Data
    (at period end):
Working capital ......................................         $   19.0       $   14.7         $   1.9        $    1.4    $    7.1
Total assets .........................................            136.7          137.8           165.9           162.9       169.0
Total long-term obligations ..........................             88.7          104.5           105.8           103.7       105.6
Stockholder's equity (deficit) .......................         $   (8.0)      $  (17.2)        $  (4.7)       $    3.0    $    9.5

Cash Flow Data:
    Net cash provided by (used in)
       operating activities ..........................         $   12.9       $   11.7         $  (2.5)       $   10.7    $   (8.2)
    Capital expenditures .............................             (8.2)          (6.2)           (7.3)           (8.1)      (11.9)
    Net cash provided by (used in)
        investing activities .........................              4.6           10.3            (6.4)           (7.5)      (19.0)
    Net cash provided by (used in)
        financing activities .........................            (18.8)         (23.1)           (9.5)           (2.3)       19.8
    Depreciation and amortization (a).................             10.4           10.6            11.6            11.2        10.5

Other Data:

    EBITDA (b)........................................         $   34.2       $   18.0         $  20.3         $  17.6    $   10.9
    Consolidated EBITDA
           Coverage Ratio (c).........................              2.5            1.2             1.3             1.2         0.8
</TABLE>

(a)      Depreciation  and amortization  excludes  amortization of debt issuance
         cost of $0.7 million, $0.9 million, $0.8 million, $0.7 million and $0.7
         million in 1999, 1998, 1997, 1996 and 1995, respectively.

                                       12
<PAGE>
 (b)     "EBITDA" is net income from continuing operations increased by the sum
          of interest expense,  income taxes,  depreciation and amortization and
          other  non-cash  items as defined in the  Indenture  pertaining to the
          Senior  Notes.  EBITDA is not included  herein as  operating  data and
          should  not  be  construed  as  an  alternative  to  operating  income
          (determined   in  accordance   with  generally   accepted   accounting
          principles)  as an indicator of the Company's  operating  performance.
          The Company has included EBITDA because it is relevant for determining
          compliance  under the  Indenture  and because the Company  understands
          that it is one  measure  used by  certain  investors  to  analyze  the
          Company's  operating cash flow and  historical  ability to service its
          indebtedness.

(c)      "Consolidated  EBITDA  Coverage  Ratio" is the ratio of EBITDA of JBPCO
         and its subsidiaries that guarantee the Notes, to interest expense that
         is used in the Indenture to limit the amount of  indebtedness  that the
         Company  may  incur.  Certain  of the  Company's  subsidiaries  are not
         guarantors of the Notes, see Note 7 of Notes to Consolidated  Financial
         Statements.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

         The  following  discussion  of the  Company's  financial  condition and
results  of  operations  should  be read in  conjunction  with the  Consolidated
Financial Statements of the Company and the notes thereto.

Basis of Financial Statements

         During 1999,  the Company  completed the disposal of the  operations of
Lowy Group and the distribution  operations of TAG. Accordingly,  the operations
of  Lowy  and  the  distribution  operations  of TAG  have  been  classified  as
discontinued operations in the Consolidated Financial Statements for all periods
presented.

         The  Company  committed  to the  plan to  dispose  of its  distribution
operations  during  1998 and as a  result,  recorded  a loss  from  discontinued
operations of $4.2  million,  net of taxes in 1998.  The  components of this net
loss are  discussed  further under the captions  "Discontinued  Operations - TAG
Distribution" and  "Discontinued  Operations - Lowy Group" and in Note 12 to the
Consolidated Financial Statements.

Overview

         The Company  operates in various  industries  and considers each of its
main operating  subsidiaries  a separate  business  segment.  The businesses are
dependent on various factors  reflecting general economic  conditions  including
corporate profitability,  consumer spending patterns, sales of truck chassis and
new pickup trucks and the level of oil and gas exploration  activity.  Net sales
at Morgan and TAG increased 43% and 27%, respectively over the three-year period
ended December 31, 1999, as each segment  experienced  increased  demand for its
products.  EFP  experienced  a 9% increase in sales over the  three-year  period
despite a 5%  decline  in sales  during  1999  compared  to 1998.  The MIC Group
business segment  experienced a significant decline in activity during 1999 as a
result  of the  decline  in the  level  of  world-wide  oil and gas  exploration
activity.

                                       13
<PAGE>

         The following  table  represents  the net sales,  operating  income and
operating margins for each business segment and on a consolidated basis.

                                                 Years Ended December 31,
                                              1999           1998         1997
                                              ----           ----         ----
                                                    (Dollars in Millions)
Net Sales:
Morgan ...............................       $  258.9        $201.1    $  181.7
TAG ..................................          126.1         110.3        98.8
EFP ..................................           36.1          38.0        33.0
MIC Group ............................           16.7          26.9        28.6
Intersegment Elimination .............           (1.0)         (0.9)       (0.5)
                                               ------        ------      ------
Consolidated .........................       $  436.8      $  375.4    $  341.6
                                               ======        ======      ======
Operating Income (Loss):
Morgan ...........................           $   21.3       $   2.8      $  8.5
TAG ..............................                4.5           3.0        (4.3)
EFP ..............................                3.3           4.0         3.0
MIC Group ........................               (0.5)          1.5         4.7
JBPCO ............................               (4.5)         (2.8)       (2.7)
                                                 -----         ----        ----
Consolidated .....................           $   24.1        $  8.5      $  9.2
                                                 =====         ====        ====
Operating Margins:
Morgan ..........................                 8%            1%           5%
TAG .............................                 4%            3%          (4)%
EFP .............................                 9%           11%           9%
MIC Group .......................                (3)%           6%          16%
Consolidated ....................                 6%            2%           3%

         Net sales  include $4.6  million,  $13.2  million and $13.8  million in
1999, 1998 and 1997,  respectively,  from intercompany sales to the distribution
operations  of  TAG,  which  have  been  disposed  of  and  thus  classified  as
discontinued  operations.  As a result,  operating income includes approximately
$1.0 million, $2.9 million and $3.0 million, respectively, related to profits on
these sales.  Since the operating results of the distribution  operations of TAG
are classified as  discontinued,  the  intercompany  sales do not eliminate on a
line  item  basis in the  accompanying  consolidated  statement  of  operations.
However, on a consolidated basis, such intercompany  transactions are eliminated
in the  accompanying  Consolidated  Statement  of  Operations  for  each  period
presented.

         During 1998,  MIC Group closed a facility and incurred  charges of $0.3
million,   which  was  included  in  operating   income  for  the  period.   TAG
Manufacturing  operating income included $0.8 million of charges during the year
ended December 31, 1997,  associated  with the closure or write-down in carrying
value of certain excess facilities.  During 1997, Morgan wrote down the carrying
value of its facility in Mexico by $0.5 million.

                                       14
<PAGE>

Results of Continuing Operations

Consolidated Operating Results from Continuing Operations

Comparison of 1999 to 1998

          Net sales  increased  $61.4  million or 16% to $436.8  million for the
year ended  December  31,  1999  compared to $375.4  million  during  1998.  The
increase was due primarily to Morgan whose sales increased 29% or $57.8 million.
Unit  shipments at Morgan  increased  24% to 32,953  units,  which include a 32%
increase in commercial product shipments.  Morgan's backlog at December 31, 1999
was $70.3  million  compared to $83.9  million at December 31,  1998.  TAG sales
increased $15.8 million or 14% to $126.1 million due to improved product mix and
a 10% increase in unit shipments.  EFP sales decreased $1.9 million or 5% mainly
due to a decrease in the  Styrocast  and  tooling  products  businesses  of $3.3
million offset by increased  shipments of packaging products  principally to the
electronics  industry  of $2.2  million.  Backlog at EFP  increased  17% to $3.4
million at December 31, 1999  compared to December 31, 1998.  Sales at MIC Group
declined  $10.2 million or 38% due to the  depressed  level of spending by MIC's
customers in the oilfield  services  business during most of 1999. MIC's backlog
at December 31, 1999  increased 14% to $6.1 million  compared to $5.4 million at
December 31, 1998, and increased 244% compared to June 30, 1999.

          Cost of sales rose 13% to $356.7  million for the year ended  December
31, 1999  compared  to $316.7  million,  during the 1998  period.  Gross  profit
increased  36% to $80.1 million (18% of net sales) during 1999 compared to $58.8
million (16% of net sales) for 1998. The gross profit at Morgan  increased $20.6
million or 103% to $40.6 million or 16% of sales compared to 10% of sales during
1998.  The increase at Morgan is due mainly to increased  production  volume and
the resulting improved overhead absorption.  TAG gross profit for the year ended
December 31, 1999,  increased  $4.7 million or 19% primarily due to higher sales
volume. Although partially reduced by increased material costs, TAG gross profit
as a percent  of sales  remained  23% during  the 1999 and 1998  periods.  Gross
profit declined $1.1 million or 13% at EFP and $2.9 million or 45% at MIC during
the year  ended  December  31,  1999  compared  to 1998 on  lower  sales at both
subsidiaries.

          Selling, general and administrative expenses increased $6.0 million or
12% to $56.0  million  (13% of net sales) for the year ended  December  31, 1999
compared to $50.1  million (13% of net sales)  during 1998.  An  improvement  in
expenses as a percentage of sales at Morgan whose expenses increased 12% despite
a 29%  increase  in sales was offset by  increased  general  and  administrative
expenses at TAG and increased selling expense at MIC Group.

          Operating  income increased 183% or $15.6 million to $24.1 million (6%
of net sales) for the year ended  December 31, 1999 compared to $8.5 million (2%
of net sales) in 1998. Morgan's operating income increased $18.5 million for the
period. TAG's operating income increased $1.5 million while the operating income
at EFP and MIC decreased $0.7 million and $2.0 million, respectively.

          Interest  expense was $13.8  million for the year ended  December  31,
1999,  12% less than the $15.7 million  during the same period in 1998.  Average
borrowings under the revolving credit facility decreased by approximately 46% or
$10.9 million during the year ended December 31, 1999 thereby reducing  interest
by  approximately  $1.1 million  compared to 1998. The Company  purchased  $15.0

                                       15
<PAGE>

million of its Senior  Notes during the year ended  December  31,  1999,  which,
because of the difference between the interest rate on the Senior Notes compared
to  that  of  the  revolving  credit  facility,   reduced  interest  expense  by
approximately $520,000 during the 1999 period.

         The income  tax  expense of $1.5  million  in 1999 is  primarily  state
income tax and differs  from  amounts  computed  based on the federal  statutory
rates  principally  due to the  Company's  ability to utilize the benefit of net
operating  losses  against  which  valuation   allowances  had  been  previously
provided.

         The Company recorded an extraordinary gain of $198,000, net of deferred
loan costs of $332,000,  related to the purchase of $15.0  million of its Senior
Notes. The Company  purchased the Senior Notes as an investment and the decision
to hold or to sell them will depend upon future market conditions.

Comparison of 1998 to 1997

         Net sales  increased  10% to $375.4  million in 1998 compared to $341.6
million in 1997. The increase was due primarily to Morgan, whose sales increased
11% or $19.4 million.  Shipments of van body units increased 13% to 26,600 units
in 1998  compared to 23,600 units during 1997.  Backlog at December 31, 1998 was
$83.4  million  compared to $55.2  million at the end of 1997.  The  increase in
backlog  reflected  continued  demand for Morgan products.  Approximately  $13.2
million  of  backlog  at  December  31,  1998 was a result  of  delayed  chassis
deliveries.  EFP and TAG recorded sales increases of 15% or $5.0 million and 12%
or $11.4  million,  respectively.  TAG net sales of $110.3  million  in 1998 and
$98.9 million in 1997 included  intercompany  sales to TAG Distribution of $13.2
million in 1998 compared to $13.8  million in 1997.  TAG's net third party sales
increased 6% to $86.7 million  during 1998 compared to $81.7 million during 1997
as  shipments  of caps and  tonneaus  increased  to 175,000  units  during  1998
compared to 162,000  units in 1997.  The increase in units shipped was primarily
due to improved quality,  more favorable product mix and product pricing.  Sales
decreased 6% or $1.7 million at MIC Group.  The  decrease  was  attributable  to
reduced  demand  for MIC's  products  and  services  caused  by lower  levels of
activity in the energy exploration and production business.

         Cost of sales  increased  12% to $316.7  million  in 1998  from  $281.6
million in 1997. Gross profits  decreased 2% to $58.7 million (16% of net sales)
in 1998  compared to $60.1  million (18% of net sales) in 1997.  The decrease in
gross  profits was due  primarily to Morgan and MIC Group,  whose gross  profits
decreased 22% or $5.6 million and 34% or $2.7 million,  respectively,  partially
offset  by  increases  at EFP of 22% or $1.5  million  and at TAG of 28% or $5.5
million.  The  decrease in gross  profits at Morgan was the result of  increased
material  and  overhead  costs and less  favorable  pricing on certain  products
during 1998. The increase at TAG was due to reduced  warranty and material costs
as a result of improved quality at the Leer operations.

         Selling,  general  and  administrative  expense  increased  1% to $50.1
million (13% of net sales) in 1998  compared to $49.6 million (15% of net sales)
in 1997.  The  decrease as a percent of sales was due  primarily to a 4% or $1.0
million decrease at TAG as a result of a decrease in corporate overhead costs.

                                       16
<PAGE>

         Operating  income decreased 8% to $8.5 million in 1998 compared to $9.2
million in 1997.  TAG's operating  income increased $7.3 million to $3.0 million
in 1998  compared  to an  operating  loss  of $4.3  million  in 1997  and  EFP's
operating income  increased 31% or $1.0 million.  Operating income decreased 67%
or $5.8 million at Morgan and 67% or $3.2 million at MIC Group.

         Interest  expense  decreased  1% to $15.7  million in 1998  compared to
$15.8 million in 1997 and weighted average total debt decreased approximately 5%
to $132.0 million during 1998 compared to $139.0 million during 1997.

         The Company recorded an income tax expense of $0.7 million for the year
ended  December 31, 1998  compared to a $1.0 million  expense  during 1997.  The
income tax expense of $0.7 million in 1998  represents  state and foreign income
taxes  payable.  The  Company's  income tax  provision  differs from the federal
statutory rate  principally  due to a $3.6 million  increase in the deferred tax
valuation allowance relating to net operating losses that may not be realizable.
See Note 9 of Notes to the Consolidated Financial Statements.

Discontinued Operations - TAG Distribution

         As a result of  continued  losses  from TAG  Distribution,  on April 2,
1998,  management  committed  to a formal  plan to dispose of TAG  Distribution.
Accordingly,  the results of operations of TAG Distribution have been classified
as  discontinued  operations in the  accompanying  financial  statements for all
periods presented.  The plan of disposal was completed during 1999. In addition,
the net assets and liabilities of TAG Distribution, which were disposed of, have
been  segregated  within the 1998  consolidated  balance sheet as "net assets of
discontinued operations."

         As a result of this plan,  in 1998 the  Company  recorded a loss on TAG
Distribution's  discontinued  operations  of $12.8  million,  net of  applicable
taxes.  This net  loss  was  composed  of $1.3  million  related  to  losses  on
operations  prior to April 2, 1998 and $11.5  million  related to the  estimated
loss on disposal,  each net of applicable  taxes. The loss on disposal  included
losses of $4.9  million for  operations  from April 2, 1998 through the disposal
date and $6.6  million  for the  excess of the  carrying  value of  assets  over
estimated net realized value,  each net of applicable  taxes.  Total proceeds of
$4.6 million  realized in 1999 from the disposal of the business and assets were
used to repay borrowings under the Revolving Loan Agreement.

Discontinued Operations - Lowy Group

         The operations of Lowy Group have been  classified as  discontinued  in
the Consolidated Financial Statements for all periods presented.  The net assets
and liabilities of Lowy Group have been segregated  within the 1998 consolidated
balance sheet as "net assets of discontinued  operations." The Company completed
the disposal of Lowy Group which  comprised its floor  covering  segment  during
1999 with the sale of the operations and  principally  all of the assets of Lowy
Distribution.  The Company realized net proceeds of  approximately  $7.8 million
and recorded a gain of approximately  $57,000 during the year ended December 31,
1999.  The proceeds were used to pay down  borrowings  under the Revolving  Loan
Agreement. The sale of the Blue Ridge/Courier division of Lowy was completed and
effective on August 31, 1998,  resulting in a gain of $6.5 million,  proceeds of
$15.8 million were used to pay down borrowings during 1998.

                                       17
<PAGE>

Liquidity and Capital Resources

         During 1999, net cash provided by operations was $12.9 million compared
to $11.7 million during 1998.  Overall  changes in working  capital used cash of
$7.0  million  during 1999  primarily  due to an increase in working  capital at
Morgan of $6.9 million in response to a 29% or $57.8 million  increase in sales.
The cash  provided by  operations  and  proceeds  from the sale of  discontinued
operations  of $13.2  million  were  used to  repurchase  $15.0  million  of the
Company's  Senior Notes, to pay down revolver  borrowings by $3.1 million and to
fund capital expenditures of $8.2 million.

         At  February  11,  2000,  the Company  had unused  available  borrowing
capacity of $23.7 million under the terms of the Revolving Loan  Agreement.  The
Company's  ability to borrow under its Revolving Loan  Agreement  depends on the
amount of eligible  collateral,  which is  dependent  on certain  advance  rates
applied to the value of accounts  receivables  and  inventory.  At December  31,
1999, the Company had total borrowing capacity of $42.4 million,  of which, $2.9
million   was  used  to  secure   letters   of  credit  and   foreign   exchange
accommodations. At December 31, 1999, the Company had unused available borrowing
capacity of approximately $25.0 million.

         On February 25, 2000,  the Revolving  Loan Agreement was renewed for an
additional three years to March 31, 2003 effective March 1, 2000.

        The Company's Welshman  Industries  subsidiary (part of TAG), which is a
non-guarantor  subsidiary  under the terms of the bond  indenture,  concurrently
with the  acquisition  of  substantially  all the assets of MTA,  entered into a
three-year  revolving  credit  agreement  with the  Company's  revolving  credit
lender.  The  agreement  provided  for  borrowings  of up to the  lesser of $5.0
million or an amount  based on  advance  rates  applied to the total  amounts of
eligible accounts receivable and inventories of Welshman.  At December 31, 1999,
Welshman had total borrowings of approximately  $0.8 million under the revolving
credit agreement.

         As discussed in Notes 6 and 7 to the Consolidated Financial Statements,
the Company's  Revolving Loan Agreement and Senior Notes Indenture  restrict the
ability of the  Company to dispose of assets,  incur  debt,  pay  dividends  and
restrict certain corporate activities.

         The Company believes that it has adequate resources to meet its working
capital and capital  expenditure  requirements  consistent  with past trends and
practices.  The Company also  believes  that its cash balances and the borrowing
availability  under the Revolving  Credit  Agreement  will satisfy the Company's
cash requirements for the foreseeable future,  given its anticipated  additional
capital expenditure and working capital requirements and its known obligations.

Management Changes

     During  1999,  the  Company  appointed  Peter K. Hunt  President  and Chief
Operating  Officer.  Previously  Mr. Hunt  served as  president  of Morgan.  The
Company elected Kurt Kamm to its Board of Directors.


                                       18
<PAGE>

Year 2000

         The Year 2000 (Y2K)  issue was the result of  computer  programs  being
written  using two digits  rather  than four to define a specific  year.  Absent
corrective  actions,  a computer  program that has date  sensitive  software may
recognize  a date using "00" as the year 1900  rather  than the year 2000.  This
could  have  resulted  in  system  failure  or   miscalculations   resulting  in
disruptions to operations.

         In prior years,  the Company  discussed  the nature and progress of its
plans to become  Year 2000  ready.  In late  1999,  the  company  completed  its
remediation  and  testing  of  systems.  As  a  result  of  those  planning  and
implementation  efforts,  the Company experienced no significant  disruptions in
critical  information  technology  and  non-information  technology  systems and
believes those systems successfully  responded to the Year 2000 date change. The
Company  expensed  approximately  $1.1 million  during 1999 in  connection  with
remediating  its  systems.  The  Company is not aware of any  material  problems
resulting from Year 2000 issues,  either with its products,  internal systems or
the products and services of third parties. The Company will continue to monitor
its computer  applications  and those of its suppliers  and vendors  through the
year  2000 to  ensure  that any  latent  Year  2000  matters  that may arise are
addressed promptly.

Other Matters

         The  Company  is  significantly  leveraged  and  had  an  $8.2  million
stockholder's deficit at December 31, 1999 compared to $17.2 million at December
31,  1998.  Through its floating  rate debt,  the Company is subject to interest
rate fluctuations.  The Company operates in cyclical  businesses and the markets
for its  products  are highly  competitive.  In  addition,  the  Company  places
significant  reliance  on a  relatively  small  number  of  customers,  with two
customers  accounting for 31% of 1999 consolidated net sales. The combination of
these factors,  which are outside the Company's control,  cause it to be subject
to changes in economic trends and new business developments.

         The Company had net operating loss carryforwards of approximately $25.9
million for U.S. federal income tax purposes at December 31, 1999, which, if not
utilized, will begin to expire in 2004. The Company had a valuation allowance of
$2.2 million and $5.0  million as of December  31, 1999 and 1998,  respectively,
against the net operating loss carryforwards.  During 1999, the Company realized
tax benefits of $2.9 million from utilizing net operating loss carryforwards for
which deferred tax valuation  allowances had been  previously  established.  The
Company's  estimate of  projected  taxable  income for 2000  indicates  that the
valuation  allowance  will  be  eliminated  in  2000,  however,   the  Company's
cumulative pretax losses over the prior three years limits its ability to reduce
the  valuation  allowance  at  December  31, 1999 based on  estimates  of future
taxable  income.  The Company has  considered  prudent and feasible tax planning
strategies  in assessing  the need for the  valuation  allowance and has assumed
approximately  $7.5  million  of  benefits  attributable  to such  tax  planning
strategies.  In the event the Company were to determine,  in the future, that it
would not be able to utilize  its  deferred  tax  asset,  an  adjustment  to the
deferred  tax asset  would be charged to income in the period the  determination
was made.

         Inflation  historically  has  not  materially  affected  the  Company's
business,  although  raw  materials  and  general  operating  expenses,  such as
salaries and employee benefits,  are subject to normal  inflationary  pressures.

                                       19
<PAGE>

The Company believes that,  generally,  it has been able to increase its selling
prices to offset increases in costs due to inflation.

        Since 1989,  Morgan has been named as a  potentially  responsible  party
("PRP") with respect to the  generation of hazardous  materials  alleged to have
been handled or disposed of at two Federal  Superfund sites in Pennsylvania  and
one in Kansas. Although a precise estimate of liability cannot currently be made
with respect to these sites based upon information known to Morgan,  the Company
currently believes that it's proportionate  share, if any, of the ultimate costs
related to any necessary investigation and remedial work at those sites will not
have  a  material  adverse  effect  on  the  Company.  To  date,  the  Company's
expenditures related to those sites have not been significant.

         Certain of the  Company's  operations  utilize  paints and  solvents in
their  businesses.  Also, raw materials used by EFP contain pentane,  which is a
volatile  organic  compound  subject  to  regulation  under  the  Clean Air Act.
Although the Company believes that it has made sufficient  capital  expenditures
to maintain  compliance with existing laws and regulations,  future expenditures
may be necessary if and when compliance standards and technology change.

         Although  all of the  Subsidiaries  have  reviewed  the benefits of the
adoption  of ISO  9000 or QS  9000,  internationally  recognized  certifications
regarding   production   practices  and  techniques  employed  in  manufacturing
processes,   Morgan  at  its  largest  plant  and  headquarters  in  Morgantown,
Pennsylvania,  MIC Group and EFP at its  facilities  in Indiana,  have  obtained
certification.  The  implementation  of this standard is in  recognition  of the
international  nature  of a number  of MIC  Group's  customers  as well as being
reflective of the high precision  nature of the services of both companies.  The
Raider division of TAG has plans to implement the standard and EFP, at its other
locations,  within the next two years.  The Company  believes  that,  except for
Morgan,  MIC Group and EFP, none of the customers of the Company have  requested
or expect the adoption by the Company of ISO 9000 or QS 9000.

         The Company pays fees to a corporation,  owned by Mr. Poindexter,  for,
among other  things,  services  provided by Messrs.  Poindexter  and Magee.  The
Company  charges  the  Subsidiaries  for their use of funds and for  stewardship
services provided to them by the Company.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         The Company is subject to certain market risks, including interest rate
risk and foreign  currency  risk.  The adverse  effects of potential  changes in
these market risks are discussed  below. The sensitivity  analyses  presented do
not consider the effects that such adverse changes may have on overall  economic
activity,  nor do  they  consider  additional  actions  management  may  take to
mitigate the Company's exposure to such changes.  Actual results may differ. See
the Notes to the  Consolidated  Financial  Statements  for a description  of the
Company's  accounting  policies and other information related to these financial
instruments.

Interest Rates

         Variable-Rate   Debt.  As  of  December  31,  1999,   the  Company  had
approximately $15.3 million outstanding under its asset-based,  revolving credit
facilities. The interest rates on the revolving credit facilities are based upon
a spread above either the Prime Interest Rate or London Interbank Overnight Rate
(LIBOR),  which rates that are used are determined at the Company's option.  The

                                       20
<PAGE>

amount   outstanding   under  this  revolving  credit  facility  will  fluctuate
throughout  the year based upon  working  capital  requirements.  Based upon the
$15.3 million  outstanding under the revolving credit facilities at December 31,
1999, a 1.0% change in the interest rate (from the December 31, 1999 rate) would
have caused a change in interest  expense of  approximately  $0.2  million on an
annual  basis.  The  Company's  objective in  maintaining  these  variable  rate
borrowings  is  the  flexibility  obtained  regarding  early  repayment  without
penalties and lower overall cost as compared with fixed-rate borrowings.

         Fixed-Rate Debt. As of December 31, 1999, the Company had $85.0 million
of 12 1/2% Senior Notes,  long-term  debt,  outstanding,  with an estimated fair
value of  approximately  $81.6 million based upon their publicly traded value at
that date.  Market  risk,  estimated  as the  potential  increase  in fair value
resulting from a hypothetical 1.0% decrease in interest rates, was approximately
$2.8 million as of December 31, 1999.

Foreign Currency

         Raider Industries,  a division of TAG, has two manufacturing  plants in
Canada,  which generated revenues of approximately $18.2 million during the year
ended  December 31, 1999. The  functional  currency of Raider  Industries is the
local currency  (Canadian  Dollar).  Management  does not currently  employ risk
management  techniques  to manage this  potential  exposure to foreign  currency
fluctuations, however, the majority of goods manufactured in Canada are imported
and sold to customers in the United States. Therefore, a weakening of the United
States  Dollar  in  relation  to the  Canadian  Dollar  may have the  effect  of
decreasing  Raider  Industries'  gross  margin,  assuming that the United States
sales price remains unchanged.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

         Forward-looking   statements   in  this   report   including,   without
limitation, statements relating to the Company's plans, strategies,  objectives,
expectations,  intentions  and adequacy of  resources,  are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Investors are cautioned that such  forward-looking  statements involve risks and
uncertainties  including without  limitation,  the following:  (1) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company;  (2) other risks and uncertainties
indicated  from time to time in the Company's  filings with the  Securities  and
Exchange Commission.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements:.................................            Page
                                                                          -----
Report of Independent Auditors.................................             22
Consolidated Balance Sheets as of December 31, 1999 and 1998...             23
Consolidated Statements of Operations for the years ended
         December 31, 1999, 1998 and 1997......................             24
Consolidated Statements of Cash Flows for the years ended
         December 31, 1999, 1998 and 1997.......................            25
Consolidated Statements of Stockholder's Equity (Deficit) for the years
         Ended December 31, 1999, 1998 and 1997.................            26
Notes to Consolidated Financial Statements......................            27

                                       21
<PAGE>



                         REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholder
J.B. Poindexter & Co., Inc.

We have audited the accompanying  consolidated balance sheets of J.B. Poindexter
& Co.,  Inc. and  subsidiaries  as of December 31, 1999 and 1998 and the related
consolidated statements of operations,  stockholder's deficit and cash flows for
each of the three years in the period ended December 31, 1999.  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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of J.B.
Poindexter & Co.,  Inc. and  subsidiaries  at December 31, 1999 and 1998 and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.

                                                         ERNST & YOUNG LLP

Houston, Texas
February 25, 2000


                                       22
<PAGE>




                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                     ASSETS

                                                                  December 31,
                                                                 1999      1998
                                                                ------    ------
Current assets

     Restricted cash .......................................  $    997  $  2,194
     Accounts receivable, net of allowance for doubtful
                accounts of $1,121 and $731, respectively ..    33,114    26,849
     Inventories, net ......................................    37,774    32,514
     Deferred income taxes .................................     2,307     3,071
     Prepaid expenses and other ............................       829       580
                                                              --------  --------
              Total current assets .........................    75,021    65,208
Property, plant and equipment, net .........................    37,332    38,326
Net assets of discontinued operations ......................      --       9,049
Goodwill, net ..............................................    14,711    14,517
Deferred income taxes ......................................     5,229     4,465
Other assets ...............................................     4,418     6,235
                                                              --------  --------
Total assets ...............................................  $136,711  $137,800
                                                              ========  ========

                      LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities

     Current portion of long-term debt .................  $     576   $   1,228
     Borrowings under the revolving credit facilities ..     15,286      18,433
     Accounts payable ..................................     21,792      18,178
     Accrued compensation and benefits .................      9,388       4,674
     Accrued income taxes ..............................        910         483
     Other accrued liabilities .........................      8,031       7,552
                                                          ---------   ---------
              Total current liabilities ................     55,983      50,548
                                                          ---------   ---------
Noncurrent liabilities
     Long-term debt, less current portion ..............     85,404     100,977
     Employee benefit obligations and other ............      3,347       3,474
                                                          ---------   ---------
              Total noncurrent liabilities .............     88,751     104,451
                                                          ---------   ---------
Commitments and contingencies
Stockholder's deficit
     Common stock and paid-in capital ..................     16,486      16,486
     Cumulative other elements of comprehensive income .       (316)       (491)
     Accumulated deficit ...............................    (24,193)    (33,194)
                                                          ---------   ---------
Total stockholder's deficit ............................     (8,023)    (17,199)
                                                          ---------   ---------
Total liabilities and stockholder's deficit ............  $ 136,711   $ 137,800
                                                          =========   =========


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


                                       23
<PAGE>





                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Dollars in thousands except per share amounts)

                                                    Year Ended December 31,

                                                  1999       1998         1997
                                                  ----       ----         ----
Net sales ...................................  $ 436,787  $ 375,405   $ 341,632
Cost of sales ...............................    356,707    316,657     281,579
                                               ---------  ---------   ---------
Gross profit ................................     80,080     58,748      60,053
Selling, general and administrative expense .     56,025     50,054      49,550
Closed and excess facility costs ............       --          335       1,364
Other income, net ...........................       --         (136)        (83)
                                               ---------  ---------   ---------
Operating income ............................     24,055      8,495       9,222
Interest expense ............................     13,822     15,695      15,827
                                                 ---------  ---------   --------
Income (loss) from continuing operations before
     income taxes and extraordinary gain ....     10,233     (7,200)     (6,605)
Income tax provision ........................      1,487        744         947
                                               ---------  ---------   ---------
Income (loss) from continuing operations before
    extraordinary gain ......................      8,746     (7,944)     (7,552)
Income (loss) from discontinued operations,
        net of applicable taxes .............         57     (4,209)          6
Extraordinary gain on purchase of senior notes,
         net of income tax expense of $0 ....        198       --          --
                                               ---------  ---------   ---------
Net income (loss) ...........................  $   9,001  $ (12,153)  $  (7,546)
                                               =========  =========   =========

Basic and diluted income (loss) per share:
Income (loss) from continuing operations before
     extraordinary gain .......................  $ 2,859    $(2,596)    $(2,467)
Income (loss) from discontinued operations,
     net of applicable taxes ..................       19     (1,376)       --
Extraordinary gain on purchase of senior
     notes, net of applicable taxes ...........       64       --          --
                                                 -------    -------     -------
Net income (loss) .............................  $ 2,942    $(3,972)    $(2,467)
                                                 =======    =======     =======

Weighted average shares outstanding ...........    3,059      3,059       3,059
                                                 =======    =======     =======









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


                                       24
<PAGE>



                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                       Year Ended December 31,

                                                                               1999           1998             1997
                                                                               ----           ----             ----

<S>                                                                         <C>             <C>             <C>
Net income (loss) ...................................................       $  9,001        $(12,153)       $ (7,546)
Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
  Depreciation and amortization .....................................         11,080          11,535          12,382
  Provision for write-down of assets of
       discontinued operations ......................................             --           5,505            --
  (Gain) loss on sale of discontinued operations ....................            (57)         (6,529)           --
  Extraordinary gain on purchase of senior notes,
      net of tax ....................................................           (198)             --            --
  Closed and excess facility costs ..................................             --              47           1,834
  (Gain) loss on sale of facilities and equipment ...................             64              23          (2,545)
  Deferred federal income tax provision .............................             --              --             226
  Other .............................................................            (38)           (801)            347
Increase  (decrease)  in  assets  and liabilities  net
        of  the  effect  of acquisitions:

     Accounts receivable..............................................        (5,991)          2,093          (4,903)
     Inventories......................................................        (3,810)          1,206          (1,077)
     Prepaid expenses and other.......................................           (97)            -               485
     Accounts payable.................................................         3,823           7,765            (151)
     Accrued income taxes.............................................           247             297            (378)
     Other accrued liabilities........................................        (1,125)          2,757          (1,189)
                                                                           ----------       ---------        --------
         Net cash provided by (used in)
                operating activities.................................         12,899          11,745          (2,515)
                                                                           ----------       ---------        --------
   Cash flows provided by (used in) investing activities:
     Purchase of businesses, net of cash acquired.....................          (368)           -             (2,700)
     Proceeds from disposition of business, facilities
         and equipment................................................        13,210          16,164           3,674
     Acquisition of property, plant and equipment.....................        (8,195)         (6,226)         (7,262)
     Other    ........................................................            25             397            (145)
                                                                           ---------        ----------       --------
         Net cash provided by (used in) investing activities..........         4,672          10,335          (6,433)
                                                                           ---------        ----------       --------
   Cash flows provided by (used in) financing activities:
     Net (payments) proceeds of revolving lines of
         credit and short term debt...................................        (3,147)        (21,758)         11,037
     Payments of long-term debt and capital leases....................       (15,621)         (1,319)         (1,298)
     Debt issuance costs..............................................          -                -              (207)
                                                                           ----------        ---------       --------
         Net cash provided (used in) financing activities.............       (18,768)        (23,077)          9,532
                                                                           ----------        ---------       --------
              Increase (decrease) in restricted cash..................        (1,197)           (997)            584
   Restricted cash beginning of period................................         2,194           3,191           2,607
                                                                          ----------         --------        --------
   Restricted cash end of period......................................    $      997         $ 2,194         $ 3,191
                                                                          ==========         ========        ========
   Supplemental information:
     Cash paid for income taxes.......................................     $   1,191         $   633         $ 1,526
                                                                           =========         ========        ========
     Cash paid for interest cost......................................     $  13,241         $15,615         $15,029
                                                                           =========         ========        ========
</TABLE>

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



                                       25
<PAGE>



                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                     FOR THE YEARS ENDED DECEMBER 31, 1997,
                      1998 and 1999 (Dollars in thousands,
                              except share amounts)
<TABLE>
<CAPTION>
                                                                                                 Cumulative
                                             Shares of        Common            Retained       Other Elements
                                              Common          Stock and         Earnings       of Comprehensive
                                               Stock        Paid-in Capital     (Deficit)           Income              Total

<S>                                            <C>            <C>               <C>               <C>                <C>
December 31, 1996........................       3,059          $ 16,486          $(13,495)         $      39          $   3,030
                                              -------          --------          ---------         ---------          ---------
     Net loss   .........................        -                -                (7,546)              -                (7,546)
     Translation adjustment..............        -                -                  -                  (225)              (225)
                                                                                                                    ------------
     Comprehensive loss..................        -                -                  -                  -                (7,771)
                                          -----------     -------------     -------------         ----------         -----------
December 31, 1997........................       3,059            16,486           (21,041)              (186)            (4,741)
                                                                                                                     -----------
     Net loss   .........................        -                -               (12,153)              -               (12,153)
     Translation adjustment..............        -                -                 -                   (305)              (305)
                                                                                                                    ------------
     Comprehensive loss..................        -                -                 -                    -              (12,458)
                                           ----------     -------------    --------------         ----------          ----------
December 31, 1998........................       3,059            16,486           (33,194)              (491)           (17,199)
     Net income..........................        -                -                 9,001                -                9,001
     Translation adjustment..............        -                -                -                     175                175
                                                                                                                    -----------
     Comprehensive income................        -                -                -                     -                9,176
                                           ----------     -------------    --------------         ----------         ----------
December 31, 1999........................       3,059           $16,486          $(24,193)            $ (316)         $  (8,023)
                                               ======           =======          =========            =======         ==========
</TABLE>


















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



                                       26
<PAGE>


                  J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Organization & Business:

     J.B.   Poindexter  &  Co.,  Inc.   ("JBPCO")  and  its  subsidiaries   (the
"Subsidiaries",  and  together  with JBPCO,  the  "Company")  operate  primarily
manufacturing  businesses primarily in North America. JBPCO and the Subsidiaries
are controlled by John B. Poindexter.

       Morgan Trailer  Manufacturing Co.  ("Morgan")  Acquired January 12, 1990,
Morgan   manufactures  truck  bodies  for  dry  freight  and  refrigerated  vans
(excluding  those  made for  pickup  trucks  and  tractor-trailer  trucks).  Its
customers  include  rental  companies,  truck dealers and companies that operate
fleets of delivery vehicles.

       Effective   July   1,1997,   Morgan   acquired  the  assets  of  Gem  Top
Manufacturing,  Inc. ("Gem Top") from the Truck Accessories  Group, Inc. Gem Top
manufactures and distributes light truck caps primarily to commercial  customers
and was  originally  acquired on March 16, 1993.  Since both companies are under
common  control  the  acquisition  was  accounted  for in a manner  similar to a
pooling of interests.

       Truck Accessories Group, Inc. ("TAG") Acquired on August 14, 1987, TAG is
a manufacturer of pickup truck "caps" and tonneau  covers,  which are fabricated
enclosures  that fit over the open beds of pickup  trucks,  converting  the beds
into weatherproof storage areas.

       TAG includes  Leer,  which was acquired on August 14, 1987,  20th Century
Fiberglass  (Century),  which was acquired June 29, 1995, and Raider  Industries
Inc.  (Raider),  a  Saskatchewan,  Canada  corporation  that  acquired  the  cap
manufacturing  businesses  of Raider  and  LoRider  on June 30,  1995.  TAG also
includes  Welshman  Industries,  Inc.,  which does  business  as  Midwest  Truck
AfterMarket (MTA) which was acquired October 31, 1997.

       EFP Corporation ("EFP") Acquired on August 2, 1985, EFP molds and markets
expandable foam products which are used as casting  patterns,  packaging,  shock
absorbing  and  materials   handling  products   primarily  by  the  automotive,
electronics,  furniture,  appliance and other  industries.  It also manufactures
products  used as thermal  insulators.  On August 31, 1992,  EFP acquired  Astro
Pattern  Corporation's  ("Astro")  assets.  Astro's  assets  are used to produce
machine tooling and wood patterns primarily for the foundry industry.

       MIC  Group  ("MIC  Group")  Acquired  on June 19,  1992,  MIC  Group is a
manufacturer,  investment  caster and assembler of precision metal parts for use
in the worldwide oil and gas exploration, aerospace and general industries.

2. Summary of Significant Accounting Policies:

       Principles of Consolidation.  The consolidated  financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States.  All intercompany  accounts and transactions have been eliminated
in consolidation.

       Restricted Cash. At December 31, 1999 and 1998,  substantially all of the
Company's  cash is  restricted  pursuant  to the terms of the  revolving  credit
facility (See Note 6).

                                       27
<PAGE>

       Accounts  Receivable.  Accounts receivable are stated net of an allowance
for doubtful  accounts of $1,121,000 and $731,000 at December 31, 1999 and 1998,
respectively.  During the years ended  December  31,  1999,  1998 and 1997,  the
Company charged to expense, $487,000, $259,000, and $696,000, respectively, as a
provision  for  doubtful  accounts  and  deducted  from the  allowance  $97,000,
$954,000 and $694,000, respectively, for write-offs of bad debts.

     Inventories. Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method.

       Property, Plant and Equipment.  Property, plant and equipment,  including
property  under capital  leases,  are stated at cost. The cost of property under
capital leases represents the present value of the future minimum lease payments
at the  inception of the lease.  Depreciation  and  amortization  is computed by
using the straight-line method over the estimated useful lives of the applicable
assets for financial  reporting purposes and accelerated  methods for income tax
purposes. The cost of maintenance and repairs is charged to operating expense as
incurred and the cost of major  replacements  and  significant  improvements  is
capitalized.

       Warranty.  Morgan  provides  product  warranties  for periods up to seven
years.  TAG provides a warranty  period,  exclusive to the original truck owner,
which is, in general  but with  exclusions,  one year for parts,  five years for
paint and lifetime for structure.  A provision for warranty costs is included in
cost of sales when goods are sold based on historical experience.

        Advertising Expense. The Company expenses advertising costs as incurred.
During the years ended December 31, 1999, 1998 and 1997, advertising expense was
approximately $2,031,000, $1,136,000 and $1,030,000, respectively.

       Income Taxes.  The Company accounts for income taxes under the provisions
of Statement of Financial  Accounting  Standards  (SFAS) No. 109. Under SFAS No.
109,  deferred tax assets and  liabilities  are computed based on the difference
between the financial  statement and income tax bases of assets and  liabilities
using the enacted tax rates.  Deferred  income tax expenses or credits are based
on the changes in the deferred tax asset or liability from period to period.

       Revenue  Recognition.  Revenue is recognized upon shipment of the product
to customers,  except for Morgan where revenue is recognized and the customer is
billed upon final body assembly and quality inspection. Adjustments to arrive at
net sales include allowances for discounts and returns.

       Earnings  per Share.  Earnings per share are  calculated  by dividing net
income by the weighted average number of shares  outstanding  during the period.
No common stock equivalents exist.

       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 those estimates.

                                       28
<PAGE>

     Recently  Issued  Accounting   Standards.   In  June  1998,  the  Financial
Accounting Standards Board (FASB) issued SFAS No. 133, Accounting for Derivative
Instruments  and  Hedging  Activities,  which,  as  amended  by  SFAS  No.  137,
Accounting for Derivative  Instruments and Hedging  Activities - Deferral of the
Effective  Date of FASB Statement 133, is required to be adopted in fiscal years
beginning  after  June  15,  2000.  Because  of  the  Company's  limited  use of
derivatives,  management  does  not  anticipate  that  the  adoption  of the new
statement will have a significant  effect on earnings or the financial  position
of the Company.

3.  Segment Data:

       The  Company  operates  and  manages its  subsidiaries  individually  and
considers each subsidiary a separate  business  segment.  The Company  evaluates
performance  and  allocates  resources  based on the  operating  income  of each
subsidiary.  The accounting policies of the reportable business segments are the
same as those described in the summary of significant accounting policies. For a
description of each business segment,  see Note 1. The following is a summary of
the business  segment data for the years ended December 31, 1999,  1998 and 1997
(dollars in thousands):

Net Sales                                 1999            1998             1997
                                        ----------     ----------       -------
Morgan ............................     $ 258,887      $ 201,126      $ 181,652
TAG ...............................       126,143        110,306         98,921
EFP ...............................        36,080         37,986         32,954
MIC Group .........................        16,685         26,858         28,562
Inter Segment Eliminations ........        (1,008)          (871)          (457)
                                         ---------      ---------      ---------
Net Sales .........................      $436,787       $375,405       $341,632
                                         =========      =========      =========

Operating Income (Loss)

Morgan .........................        $  21,269       $  2,781       $  8,531
TAG ............................            4,474          2,982         (4,289)
EFP ............................            3,321          3,971          3,031
MIC Group ......................             (544)         1,542          4,732
JBPCO (Corporate) ..............           (4,465)        (2,781)        (2,783)
                                          --------       --------       --------
Operating Income ...............        $  24,055       $  8,495        $ 9,222
                                          ========       ========       ========

Depreciation and Amortization Expense

Morgan ..........................       $   2,589       $  2,326        $ 2,424
TAG .............................           4,958          4,504          4,372
EFP .............................           1,683          1,684          1,853
MIC Group .......................             858            944          1,230
JBPCO (Corporate) ...............             741          1,039            945
Discontinued operations .........             251          1,038          1,558
                                          -------         ------          ------
Depreciation and Amortization Expense    $ 11,080        $11,535        $12,382
                                          =======         =======        =======


                                       29
<PAGE>



Total Assets                                      1999        1998        1997
                                                 -------     -------     -------
Morgan .....................................     $70,711     $60,454     $65,205
TAG ........................................      41,996      38,284      41,012
EFP ........................................      13,604      16,233      14,253
MIC Group ..................................       8,493       9,078      10,500
JBPCO (Corporate) ..........................       1,907       4,702       7,271
Net assets of discontinued operations ......        --         9,049      27,651
                                                 -------     -------     -------
Identifiable Assets ........................    $136,711    $137,800    $165,892
                                                ========    ========    ========

Capital Expenditures

Morgan .....................................      $2,618      $2,646      $3,071
TAG ........................................       3,403       1,824       2,670
EFP ........................................       1,786         510         478
MIC Group ..................................         401         392         750
JBPCO (Corporate) ..........................          67          27         101
Discontinued operations ....................          10         827         192
                                                  ------      ------      ------
Capital Expenditures .......................      $8,285      $6,226      $7,262
                                                  ======      ======      ======


      Net sales include  $4,556,000,  $13,149,000  and $13,816,000 in 1999, 1998
and 1997,  respectively,  from intercompany sales to the distribution operations
of TAG,  which have been  classified as  discontinued  operations.  As a result,
operating  income included  approximately  $989,000,  $2,920,000 and $2,965,000,
respectively,  related to profits on these sales.  Since the TAG  Distribution's
results of operations are classified as discontinued,  the intercompany sales do
not eliminate on a line item basis in the accompanying consolidated statement of
operations. However, on a consolidated basis, such intercompany transactions are
eliminated in the  accompanying  consolidated  statement of operations  for each
period presented.

      During 1998, MIC Group closed its Houston machining  facility and incurred
charges of $335,000,  which was included in operating income for the period,  of
these charges $47,000 was non-cash  expense related to the write-down of assets.
TAG's  operating  income  included  $805,000 of  charges,  during the year ended
December 31, 1997 associated with the closure or write-down in carrying value of
certain excess facilities.  During 1997, Morgan wrote down the carrying value of
its  facility in Mexico by $559,000,  which was included in operating  income as
part of Closed and Excess Facility Costs for the period.

        Morgan has two  customers  (truck  leasing  and rental  companies)  that
accounted for, on a combined basis,  approximately  53%, 49% and 49% of Morgan's
net sales during 1999, 1998 and 1997,  respectively.  EFP has three customers in
the electronics  industry that accounted for  approximately  26%, 37% and 28% of
EFP's net sales in 1999, 1998 and 1997, respectively.  MIC Group has an industry
concentration, pertaining to international oil field service companies, with one
customer  in 1999  and 1998 and  three  customers  in 1997  that  accounted  for
approximately 51%, 57% and 53% of MIC Group's net sales, respectively.

     The Company's  operations  are located  principally  in the United  States.
However, Raider Industries,  Inc., a subsidiary of TAG, is located in Canada and

                                       30
<PAGE>

Acero-Tec,  S.A. de C.V.,  a  subsidiary  of Morgan,  is located in Mexico.  The
following  information  pertains to these foreign subsidiaries as of December 31
(dollars in thousands):

                                                  1999             1998
                                                  ----             ----

   Long lived assets................             $5,087           $5,296
                                                 ======           ======

         Consolidated net sales include $12,521,000, $11,118,000 and $11,084,000
in 1999, 1998 and 1997, respectively,  for sales to customers outside the United
States.

4.  Inventories:

   Consolidated net inventories consist of the following (dollars in thousands):

                                                             December 31,
                                                        1999              1998
                                                      ----------       ---------
Raw Materials ............................            $24,990            $19,549
Work in Process ..........................              5,296              4,296
Finished Goods ...........................              7,488              8,669
                                                      -------            -------
 Total Inventory .........................            $37,774            $32,514
                                                      =======            =======

        Inventories  are stated net of an allowance  for  shrinkage,  excess and
obsolete  inventory of $2,484,000  and $1,265,000 at December 31, 1999 and 1998,
respectively.  During the years ended  December  31,  1999,  1998 and 1997,  the
Company charged to expense $1,926,000, $1,196,000 and $923,000, respectively, as
a provision  for excess and obsolete  inventory  and deducted from the allowance
$707,000,  $783,000 and $1,635,000,  respectively,  for write-offs of excess and
obsolete inventory.

5.       Long Lived Assets

        Property,  plant  and  equipment,  as of  December  31,  1999 and  1998,
consisted of the following (dollars in thousands):

                                      Range of Useful Lives  1999         1998
                                      --------------------- -------       -----
Land ....................................       --         $ 3,421      $ 3,598
Buildings and improvements ..............       5-25        19,326       19,330
Machinery and equipment .................       3-10        56,092       51,576
Furniture and fixtures ..................       2-10        10,406        8,675
Transportation equipment ................       2-10         3,185        3,337
Leasehold improvements ..................       3-10         3,634        4,066
Construction in progress ................       --           2,409        2,541
                                                           -------       -------
                                                            98,473       93,123
Accumulated depreciation and amortization                  (61,141)     (54,797)
                                                          ---------     --------
Property, plant and equipment, net.......                $  37,332     $ 38,326
                                                          =========     ========

        Depreciation  expense was $8,625,000,  $8,215,000 and $8,620,000 for the
years ended December 31, 1999, 1998 and 1997, respectively.

                                       31
<PAGE>

        Other assets and  goodwill as of December 31, 1999 and 1998,  consist of
the following (dollars in thousands):
<TABLE>
<CAPTION>

                                                             1999                               1998
                                                -------------------------------        ---------------------

                                Amortization       Accumulated         Net Book       Accumulated    Net Book
                                    Period         Amortization          Value        Amortization     Value

Other Assets:
<S>                                   <C>           <C>                <C>           <C>           <C>
  Cash surrender value of
    life insurance............          -            $     -            $  1,969      $    -        $  2,146
  Agreements not-to-compete            3-6              1,777                400         1,337           840
  Debt issuance costs and other        3-10             3,476              2,049         3,075         3,249
                                                     ---------          --------       -------      --------
Total.........................                       $  5,253           $  4,418        $4,412      $  6,235
                                                     =========          ========       =======      ========
Goodwill......................        25-40          $  8,967            $14,711        $7,937       $14,517
                                                     =========          ========       =======      ========
</TABLE>

       Goodwill is being amortized on a straight-line basis over forty years for
Morgan and twenty-five years for TAG.

        In accordance with FASB Statement No. 121, Accounting for the Impairment
of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of, the Company
records  impairment  losses on long-lived  assets used in operations when events
and circumstances  indicate that the assets may be impaired and the undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts of those assets.

6.         Revolving Credit Agreements:

        Amounts  outstanding under the Revolving Credit Agreement as of December
31, 1999 and 1998 were (in thousands):

                                                              1999         1998
                                                              ----         ----
Revolving loan due March 31, 2003
(Weighted average interest rate of 8.5%) .............      $14,485      $16,813
Revolving loan due October 2000
(Weighted average interest rate of 9.8%) .............          801        1,620
                                                            -------      -------
Total ................................................      $15,286      $18,433
                                                            =======      =======

        On June 28, 1996, the Company  entered into a three-year  senior secured
revolving loan agreement  (Revolving Loan Agreement)  providing for borrowing by
its  Subsidiaries  of up to  $50,000,000,  which was  subsequently  increased to
$55,000,000,  effective  May 13,  1998.  Effective  March 29,  1999,  the lender
exercised  its option to extend the renewal date of the  agreement to June 2000.
On February 25, 2000, the Revolving Loan Agreement was renewed for an additional
three years on improved  terms  compared to the  expiring  agreement,  effective
March 1, 2000.

        The  Revolving  Loan  Agreement  allows the Company to borrow  funds and
provides  for the  guarantee of letters of credit and certain  foreign  exchange
contracts,  issued by the Company's banks, up to the lesser of $55,000,000 or an
amount based on advance rates applied to the total amounts of eligible  accounts
receivable  and  inventories  of the  Subsidiaries.  The  advance  rates vary by
subsidiary and range between 75% and 85% for receivables and between 40% and 60%
for inventory.  The Revolving Loan Agreement  provides for borrowing at variable
rates of interest, based on either LIBOR (London Interbank Offered Rate, 6.5% at
December 31, 1999) or U.S. prime rate (8.50% at December 31, 1999).  Interest is

                                       32
<PAGE>

payable  monthly  including  a fee of  one-half  of one  percent on a portion of
unused  borrowing   availability.   The  Subsidiaries  are  guarantors  of  this
indebtedness, and inventory and receivables are pledged under the Revolving Loan
Agreement.   At  December  31,  1999,  the  Company  had  total   borrowings  of
$14,485,000,  and letters of credit of  $2,910,000  outstanding  pursuant to the
Revolving Loan Agreement.  At December 31, 1999, the Company's  unused available
borrowing under the Revolving Loan Agreement totaled approximately $24,986,000.

         The Revolving Loan Agreement contains provisions allowing the lender to
accelerate debt repayment upon the occurrence of an event the lender  determines
to represent a material adverse change. Accordingly,  balances outstanding under
the  Revolving  Loan  Agreement  are  classified  as  current  liabilities.  The
Revolving Loan Agreement also contains restrictive covenants, which, among other
things, restrict the ability of the Company to dispose of assets, incur debt and
restrict certain corporate activities.  At December 31, 1999, the Company was in
compliance with all covenants of the Revolving Loan  Agreement.  At December 31,
1999, the Company was prohibited  from paying  dividends  under the terms of the
Revolving Loan Agreement. Additionally, the Company's cash balance is restricted
under the terms of the Revolving Loan Agreement.  During the year ended December
31, 1999, the Company  obtained a waiver from the lender  permitting the Company
to  repurchase  up to  $15,000,000  of its 12 1/2%  Senior  notes  (See Note 7),
subject to certain conditions.

         Welshman  Industries is a non-guarantor  of the Company's  Senior Notes
(See Note 7) and is not a Subsidiary  Guarantor under the terms of the Company's
Revolving Loan Agreement.  Concurrent with the acquisition of substantially  all
the assets of MTA,  Welshman  Industries  entered  into a  three-year  revolving
credit  agreement  providing for borrowings of up to the lesser of $5,000,000 or
an amount  based on  advance  rates  applied to the total  amounts  of  eligible
accounts  receivable and inventories due October 27, 2000. At December 31, 1999,
Welshman  Industries  had total  borrowings  of $801,000,  and unused  available
borrowing capacity totaling approximately $378,000.

7.       Long-term debt and Note Offering:

        Long-term  debt  as of  December  31,  1999  and  1998  consists  of the
following (Dollars in the table in thousands):

                                                          1999            1998

JBPCO:

12 1/2% Senior Notes due 2004 ..................        $ 85,000        $100,000
                                                        --------        --------

TAG:

Note payable, due November 1, 2002, quarterly
   principal payments of $27,643 plus
   interest at 9% ..............................             307             500
Note payable, due June 15, 2000, monthly principal
   payments of $26,666 plus interest at U.S.
   prime, (8.5% at December 31, 1999) ..........             160             480
Obligations under various non-compete agreements             507             929
Obligations under capital leases ...............               6              82
                                                            ----           -----
                                                             980           1,991
                                                            ----           -----

                                       33
<PAGE>



EFP:

Various  equipment notes, due in monthly or annual  installments,  interest from
8.12% to 10%, with maturities from May 1997 to

September 1999, each collateralized by specific
        assets ...................................            -              214
                                                           ------       --------
Total long-term debt                                       85,980        102,205
 Less current portion                                         576          1,228
                                                         --------       --------
Long-term debt, less current portion .............       $ 85,404       $100,977
                                                         ========       ========

        The Senior Notes Indenture contains restrictive covenants,  which, among
other  things,  restrict the ability of the Company to dispose of assets,  incur
debt and restrict  certain  corporate  activities.  At December  31,  1999,  the
Company was in  compliance  with all  covenants of the Senior  Notes  Indenture.
Under the terms of the Senior Notes Indenture,  proceeds in excess of $2,000,000
from the sale of assets, including the stock of the Company's subsidiaries,  are
required to be used to repay  borrowings  under the  Revolving  Loan  Agreement.
Proceeds in excess of amounts outstanding under the Revolving Loan Agreement may
be  re-invested  in assets of the Company  within one year of the asset sale. At
December 31, 1999, the Company was prohibited  from paying  dividends  under the
terms of the Senior Notes Indenture.

        The Company's  obligations  under the Senior Notes are guaranteed by all
significant  directly  wholly  owned  subsidiaries  of  JBPCO  (the  "Subsidiary
Guarantors").  Each guarantee is a senior unsecured obligation of the subsidiary
providing  such  Guarantee and ranks pari passu with all other senior  unsecured
indebtedness  of  such  subsidiary.   In  addition,  the  Subsidiary  Guarantors
guarantee the  indebtedness  outstanding  under the Revolving Loan Agreement and
have pledged substantially all of their assets. Separate financial statements of
the  Subsidiary  Guarantors  are not  included  because  (a) all the  Subsidiary
Guarantors provide the Guarantees, and (b) the Subsidiary Guarantors are jointly
and severally liable on a full and unconditional basis.

        The  Company's  non-guarantor  subsidiaries  are  Beltrami  Door Company
acquired September 1999 (See Note 13), Welshman  Industries  (acquired by TAG in
December 1994 and including MTA acquired in October 1997) and Acero-Tec, S.A. de
C.V. (Morgan's Mexico subsidiary).  The Company believes that separate financial
statements or other  disclosures of the guarantors  and  non-guarantors  are not
material to the investors.  Beltrami, Welshman Industries and Acero-Tec, S.A. de
C.V. had total assets of approximately  $6,034,000 at December 31, 1999, and the
results of operations and cash flows were not significant during the three years
then ended.  The Company  intends to designate the  non-guarantor,  unrestricted
subsidiaries as guarantor,  restricted  subsidiaries during the first quarter of
2000.

        The  Company  estimates  the fair value of the 12 1/2%  Senior  Notes at
December 31, 1999 to be $81,600,000 based on their publicly traded value at that
date compared to a recorded amount of $85,000,000 as of December 31, 1999.

        During  the  year  ended  December  31,  1999,  the  Company   purchased
$15,000,000 of its 2004 12 1/2% Senior Notes for an aggregate  purchase price of
approximately  $14,470,000.  The Company recorded an  extraordinary  gain on the
purchase of the Senior Notes of approximately  $198,000, net of related deferred
loan costs of $332,000.  The Company's  decision to purchase and hold the Senior
Notes or to sell the Senior Notes is dependent  upon the interest rate arbitrage
between the Senior Notes and  borrowings  under the Revolving Loan Agreement and
market  conditions.  The purchases  were made in the open market and the company

                                       34
<PAGE>

does not intend to cancel or redeem the Senior  Notes and may re-sell the Senior
Notes in the open market at a future date.

     Maturities.  Aggregate  principal  payments on long-term  debt for the next
five  years  subsequent  to  December  31,  1999,  are as  follows  (dollars  in
thousands):

2000........................................................  $     576
2001........................................................        189
2002........................................................        215
2003........................................................         -
2004........................................................     85,000
2005........................................................         -
                                                              ---------
                                                                $85,980

8.       Operating Leases:

         The Company leases certain manufacturing facilities and equipment under
noncancelable  operating  leases certain of which contain renewal  options.  The
future minimum lease payments for the next five years subsequent to December 31,
1999 are as follows (dollars in thousands):

2000........................................................   $  7,295
2001........................................................      6,362
2002........................................................      4,688
2003........................................................      3,214
2004........................................................      2,526
                                                               ---------
                                                                $24,085

         Total  rental  expense  included  in  continuing  operations  under all
operating  leases was $7,358,000,  $9,230,000 and $5,599,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.

9.       Income Taxes:

         The income tax  provision  (benefit)  consists of the following for the
years ended December 31, 1999, 1998 and 1997 (dollars in thousands):

                                                 1999        1998         1997
                                                 ----        ----         ----
Current:
 Federal...................................  $     192   $     -      $    -
 State.....................................      1,122        248         721
 Foreign...................................        173        496          -

Deferred:
 Federal...................................         -          -          525
 State.....................................         -          -         (299)
 Foreign...................................         -          -           -
                                                --------   --------    --------
Income tax provision.......................     $1,487    $   744     $   947
                                                ========   ========    ========


                                       35
<PAGE>

         The following table  reconciles the  differences  between the statutory
Federal  income tax rate and the effective tax rate for the years ended December
31, 1999, 1998 and 1997 (Dollars in thousands):
<TABLE>
<CAPTION>
                                                        1999                       1998                    1997
                                                --------------------       ------------------         -------------

                                                     Amount     %             Amount     %            Amount     %
                                                    -------     -             ------     -            ------     -
<S>                                                 <C>       <C>            <C>       <C>           <C>        <C>
Tax provision (benefit) at statutory
     federal income tax rate..............           $3,480    34%          $ (2,710)   34%         $ (2,320)    34%
Valuation allowance.......................           (2,963)  (28)             2,397   (33)            1,277    (19)
Goodwill amortization.....................               27    -                 234    (2)              239     (4)
Non deductible expenses...................               83     1                 86    (1)              196     (3)
Expiration of ITC.........................                -     -              -         -               663    (10)
State income taxes, net of federal
     income tax benefit...................              664     6                167    (2)              268     (4)
Intangible asset write-down...............             -      -                  317    (3)              -       -
Foreign income and withholding
     taxes, net of federal benefit........              114     1                346    (4)              173     (2)
Other.....................................               82     1                (93)    1               451     (6)
                                                  --------- ------          --------- -------         -------  -----
Provision (benefit) for income
     taxes and effective tax rates........           $1,487    15%           $   744   (10%)          $  947    (14%)
                                                     ======= =====           =======  ======          ======    =====
</TABLE>

         Deferred  taxes  are  based on the  estimated  future  tax  effects  of
differences  between  the  financial  statements  and tax  basis of  assets  and
liabilities  given the  provisions of the enacted tax laws. The net deferred tax
assets and  liabilities  as of December  31, 1999 and 1998 are  comprised of the
following (dollars in thousands):

                                                             1999          1998
                                                             ----          ----
Current deferred tax (assets):

Allowance for doubtful accounts ....................      $  (626)      $  (579)
Employee benefit accruals and reserves .............       (1,109)         (853)
Warranty liabilities ...............................         (179)         (215)
Excess facility costs ..............................         (136)       (1,242)
Other ..............................................         (257)         (182)
                                                          -------       --------
Total current deferred tax (assets)................        (2,307)       (3,071)
                                                          --------      --------

Long term deferred tax (assets):

Tax benefit carryforwards .........................        (9,909)      (12,720)
Warranty liabilities ..............................        (1,235)       (1,109)
Other .............................................          (677)         (670)
Intangible write-off ..............................          (426)       (1,181)
Valuation allowance ...............................         2,274         5,236
                                                          -------       --------
Total long term deferred tax (assets)..............        (9,973)      (10,444)
                                                          -------       --------

Long term deferred tax liabilities:

Depreciation and amortization ......................        2,839         4,161
Other ..............................................        1,905         1,818
                                                          -------       -------
Total long term deferred tax liability .............        4,744         5,979
                                                          -------       -------
   Net long term deferred tax (assets) .............       (5,229)       (4,465)
                                                          -------       -------
           Net deferred tax assets .................      $(7,536)      $(7,536)
                                                          =======       =======

                                       36
<PAGE>

       Tax Carryforwards. The Company has investment tax credit carryforwards of
approximately  $108,000 for U.S. federal income tax purposes,  which will expire
between  2000 and 2001 if not  previously  utilized.  The Company has recorded a
valuation  allowance of $108,000 against the investment tax credit  carryforward
as the Company  believes  that the  corresponding  deferred tax asset may not be
realizable.  The Company has  alternative  minimum tax credit  carryforwards  of
approximately  $1,008,000  for U.S.  federal  income tax purposes,  which may be
carried  forward  indefinitely.  The  utilization of $817,000 of the alternative
minimum tax credit  carryforward  is  restricted  to the  taxable  income of one
Subsidiary.  In addition,  the Company has net operating loss  carryforwards  of
approximately  $25,900,000 for U.S.  federal income tax purposes at December 31,
1999,  which if not  utilized,  will begin to expire in 2004.  The Company had a
valuation  allowance of  $2,166,000  and  $5,000,000 as of December 31, 1999 and
1998, respectively,  against the net operating loss carryforwards. The change in
the  valuation  allowance is the result of utilizing  net  operating  losses for
which  valuation  allowances  were  previously  established.  The  deferred  tax
valuation  allowances  have been  established  due to uncertainty  regarding the
realization of the net operating carryforwards before they expire.

       The Company has considered  prudent and feasible tax planning  strategies
in  assessing  the need for the  valuation  allowance.  The  Company has assumed
approximately   $7,500,000  of  benefits   attributable  to  such  tax  planning
strategies.  In the event the Company  were to  determine in the future that any
such tax planning  strategies  would not be  implemented,  an  adjustment to the
deferred  tax asset would be charged to income in the period such  determination
was made.

10.      Common Stock:

         As of December 31, 1999 and 1998, there were 100,000 shares  authorized
and 3,059 shares issued and  outstanding  of JBPCO common stock with a par value
of $.01 per share.  JBPCO was  incorporated  in  Delaware.  No other  classes of
common stock, preferred stock or common stock equivalents exist.

11.      Employee Benefit Plans:

Defined Contribution Plans

         JBPCO  401(k)  Plan.  The  JBPCO-sponsored  401(k)  savings plan allows
participating  employees to contribute  through  salary  deductions up to 15% of
gross pay and provides for Company  matching  contributions up to two percent of
gross  pay as well the  opportunity  for an annual  discretionary  contribution.
Vesting in the Company matching contribution is 20% per year over the first five
years.  The Company incurred  expenses of $1,161,823,  $1,250,000 and $1,355,000
during the years ended December 31, 1999, 1998 and 1997, respectively, including
administrative fees of approximately $75,000 in each year.

Defined Benefit Plans

         Morgan. Morgan assumed future sponsorship of the National Steel Service
Centers,  a company that ceased doing business in 1993 and into which Morgan was
merged during 1993 pension plan and continued to make  contributions to the plan

                                       37
<PAGE>

in accordance with the funding  requirements of the Internal Revenue Service. No
further  benefits  have accrued  subsequent  to February 12, 1992.  The plan was
terminated  effective  December 31, 1999 and the  distribution of plan assets in
satisfaction of plan  obligations  will be completed during the first quarter of
2000.

         Gem Top, a division  of Morgan,  had a defined  benefit  plan  covering
hourly  employees  working at least  1,000  hours per year.  The plan was frozen
effective  March  31,  1996,  and at  December  31,  1999 and 1998  plan  assets
approximated projected benefit obligations.

         The  Company's  funding  policy for the  remaining  plan is to make the
minimum annual contributions required by applicable  regulations.  The following
table sets  forth the funded  status and  amounts  recognized  in the  Company's
consolidated  balance  sheets  as  of  December  31,  1999  and  1998,  and  the
significant  assumptions  used in  accounting  for the  defined  benefit  plans.
(dollars in thousands):

                                                            1999          1998
                                                            ----          ----
Change in benefit obligation

Benefit obligation at beginning of year ............      $ 3,843       $ 3,552
Interest cost ......................................          244           253
Actuarial gains ....................................          507           288
Benefits paid ......................................         (337)         (251)
Benefit settlements ................................       (2,533)         --
Benefits assumed by acquirer .......................         --            --
                                                          -------       -------

Benefit obligation at end of year ..................       $1,724        $3,842
                                                           ------        ------

         Change in plan assets

Fair value of plan assets at beginning of year......      $ 4,544       $ 3,964
Actual return on plan assets .......................          496           823
Company contributions ..............................           11            33
Expenses ...........................................          (76)          (25)
Benefits paid ......................................         (337)         (251)
Benefit settlements ................................       (2,533)          --
                                                          -------       -------

Fair value of plan assets at end of year............        2,105         4,544
                                                         --------       -------
Funded status of the plans (underfunded) ...........          381           702
Unrecognized actuarial loss ........................         (102)          (41)
Unrecognized net (gains) losses ....................           (9)         (518)
                                                         ---------      -------
Prepaid benefit cost ...............................        $ 270         $ 143
                                                         =========      =======


                                                           1999           1998
                                                         --------        ------
Weighted-average assumptions
  as of December 31:

Discount rate .......................................         7%            7.0%
Expected return on plan assets ......................         8%            8.0%



                                       38
<PAGE>


                                                    1999       1998       1997
                                                    -----      -----      -----
Components of net periodic
benefit cost

Service cost ..................................     $   5      $   5      $  67
Interest cost .................................       243        253        373
Expected return on plan assets ................      (345)      (309)      (341)
Recognized net actuarial (gains)/losses .......        (5)        (4)        44
Settlement gains ..............................       (17)         -         -
                                                     -----      -----     ------

Net periodic benefit cost .....................     $(119)     $ (55)     $ 143
                                                     =====      =====     ======



         Lowy Group.  The disposal of the business  and  principally  all of the
 assets of Lowy Group was completed during 1999. Lowy Group retained obligations
 under supplementary benefit agreements related to certain terminated executives
 of Lowy or their  beneficiaries  that  provide  a fixed  amount  of  retirement
 benefit to key employees.  Lowy  maintains  life  insurance  policies with cash
 surrender  values of  $793,000  and  $963,000  at  December  31, 1999 and 1998,
 respectively,  to fund  obligations of $527,000 and $968,000 as of December 31,
 1999  and  1998,  respectively.  Payments  made  to  retired  individuals  were
 $407,000, $522,000 and $142,000 in 1999, 1998 and 1997, respectively.  Benefits
 are based on the  employee's  age at retirement  and the fixed monthly  benefit
 amount specified in each individual supplementary benefit agreement.

12.      Discontinued Operations

         TAG  Distribution.  The disposal of TAG's  distribution  operations was
completed  during the year ended December 31, 1999. The results of operations of
the distribution operations of TAG have been reported as discontinued operations
in the consolidated financial statements for all periods presented. In addition,
the net assets and  liabilities  have been  segregated  within the  accompanying
consolidated balance sheets as "net assets of discontinued operations." Based on
improved operating performance, the Company decided during the second quarter of
1999 to retain  Midwest  Truck  Aftermarket  (MTA) and three retail  stores (the
Stores).  Accordingly,  the MTA portion of the estimated loss on disposal of TAG
Distribution  of  $1,306,000,  which  represented  the  goodwill  related to the
acquisition of MTA, was reversed in the accompanying  consolidated  statement of
operations  for the year ended December 31, 1999.  Additionally,  the results of
operations of MTA and the Stores have been included in continuing operations for
all periods presented.

         During the year ended December 31, 1999, the Company sold two wholesale
locations and 30 retail  locations,  including eight stores,  which were part of
Welshman  Industries  (formerly Radco). Two wholesale locations and three retail
locations were closed.  The Company  realized  total  proceeds of  approximately
$4,726,000 from the disposition of these assets. The proceeds were used to repay
borrowings under the Revolving Loan Agreements.

                                       39
<PAGE>

         Condensed financial information related to the distribution  operations
of TAG at December 31, 1998 is as follows (in thousands):

                                                                  December 31,
                                                                     1998
                                                                  ------------
     Net assets of discontinued operations:

          Current assets.............................                $ 7,437
          Property, net..............................                  2,009
                                                                    --------
          Total Assets...............................                  9,446
          Less current liabilities....................                 5,814
                                                                    --------
     Net Assets.......................................               $ 3,632
                                                                    ========

          TAG  revenues   from   discontinued   distribution   operations   were
$8,211,000,  $47,051,000  and $49,997,000 for the years ended December 31, 1999,
1998 and 1997,  respectively.  The income  (loss) from  discontinued  operations
related to TAG  Distribution,  during the twelve months ended December 31, 1999,
1998 and 1997, were as follows (in thousands):

                                                       For the Twelve Months
                                                               Ended
                                                   ---------------------------
                                                   1999        1998       1997
                                                   ----        ----       ----
Loss from TAG Distribution's operations less
     applicable income taxes of
     $-0-, $-0- and $-0-, respectively ........  $   --     $ (1,303)  $ (6,075)
Reversal of loss on disposal of MTA, net
      applicable income taxes of $0 ...........     1,306       --         --
Loss on disposal of TAG, less applicable income
     taxes of $ -0- ...........................    (1,306)   (11,458)      --
                                                 --------   ---------   --------
                                                 $    -     $(12,761)   $(6,075)
                                                 ========   =========   ========

       At  December  31,  1998  the loss on  disposal  of TAG  Distribution  was
estimated to be $11,458,000 which included  $7,962,000 for the estimated loss on
sale  and  $3,496,000  for  the  estimated   losses  from  operations  from  the
measurement  date through the dates of disposal.  The estimated loss on disposal
included the write-down of the related  goodwill of  $4,225,000.  The $1,306,000
additional  loss  recorded  in 1999  represents  the  amounts  in  excess of the
estimate  provided in 1998.  The actual loss on sale exceeded the prior estimate
by $638,000 and the actual  losses from  operations  during the period after the
measurement date exceeded the estimate by $668,000.

     Losses from the distribution  operations of TAG include interest expense of
$94,000,  $717,000 and $495,000  related to the  borrowings of TAG  Distribution
under the Revolving  Loan  Agreement  for the twelve  months ended  December 31,
1999, 1998 and 1997, respectively. The borrowings were repaid using the proceeds
from the sale of TAG Distribution.

     Lowy Group. Effective December 28, 1999, the Company completed the disposal
of Lowy Group,  which was composed of Lowy  Distribution and Blue  Ridge/Courier
and  comprised  the  Company's  floor  covering  segment.   Certain  assets  and
liabilities  of Lowy  Distribution  were sold effective June 7, 1999 and certain
remaining real estate was sold effective  November 24 and December 30, 1999. The
Company  realized  total  net cash  proceeds  of  approximately  $7,843,000  and
realized  a gain of  approximately  $57,000  on the  disposal,  net of  goodwill
written off of $369,000.

                                       40
<PAGE>

       Effective   August  31,  1998,   the  Company  sold  certain  assets  and
liabilities   of  Blue   Ridge/Courier   and  realized  net  cash   proceeds  of
approximately  $15,800,000  and  recognized  a  pre-tax  gain  of  approximately
$6,500,000 during the year ended December 31, 1998.

       The  results  of   operations   of  Lowy  Group  have  been  reported  as
discontinued operations in the consolidated financial statements for the periods
presented. In addition, the net assets and liabilities,  which were disposed of,
have been segregated  within the  consolidated  balance sheets as "net assets of
discontinued operations."

     Condensed financial information related to Lowy at December 31, 1998, is as
follows (in thousands):
                                                         December 31,
                                                             1998
                                                         ------------
          Current assets........................           $ 7,517
          Property, net.........................               473
          Long-term assets......................               475
                                                          --------
          Total assets..........................             8,465
          Less current liabilities..............             2,659
          Less long-term liabilities............               389
                                                          --------
          Net assets............................           $ 5,417
                                                          ========

       Lowy revenues  were  $15,932,000,  $56,891,000  and  $69,724,000  for the
twelve months ended December 31, 1999, 1998 and 1997, respectively.

  The income from  discontinued  operations  was as follows  related to Lowy (in
thousands):

                                                         For the Twelve Months
                                                                Ended

                                                       1999      1998      1997
                                                       ----      ----      ----
Net income from operations of Lowy, less
     applicable income taxes of $-,
     $262 and $446, respectively .................    $ --      $2,052    $6,081
Gain on disposal of assets, less applicable
     taxes of $-0- ...............................        57     6,500      --
                                                      ------    ------    ------
                                                      $   57    $8,552    $6,081
                                                      ======    ======    ======

         The gain on disposal  during 1999 is shown net of  operating  losses of
$383,000  which   represents  the  results  of  operations   subsequent  to  the
measurement  date. The above operating  results of Lowy include interest expense
of $164,000,  $218,000 and $624,000  related to the borrowings of Lowy under the
Revolving Loan Agreement for the twelve months ended December 31, 1999, 1998 and
1997,  respectively.  The related borrowings were repaid using the proceeds from
the sale of the  operations.  Net  income of Lowy for the  twelve  months  ended
December  31,  1997,  includes  a gain on the sale of  certain  real  estate  of
$3,000,000.

                                       41
<PAGE>

13.      Acquisitions:

Beltrami Door Co.

        Effective September 7, 1999, the Company purchased substantially all the
assets of  Beltrami  Door  Company  (Beltrami)  located in  Bemidji,  Minnesota.
Beltrami  manufactures wood and composite material overhead doors for van bodies
and truck  trailers.  Beltrami is operated as part of Morgan.  The Company  paid
approximately $368,000 in cash as the purchase price for the assets. The results
of operations of Beltrami,  included in the  consolidated  financial  statements
from the date of  acquisition,  are not material to the financial  statements of
the Company.

14.      Commitments and Contingencies:

        Claims and  Lawsuits.  The  Company is  involved  in certain  claims and
lawsuits arising in the normal course of business. In the opinion of management,
the ultimate resolution of these matters will not have a material adverse effect
on the financial position or results of operations of the Company.

        EFP is subject to a lawsuit  concerning the supply of natural gas to one
of its  manufacturing  plants.  The utility  company  has  alleged  that EFP was
under-billed by  approximately  $500,000 over a four-year  period as a result of
errors  made by the  utility  company.  EFP was  granted  a motion  for  summary
judgement  dismissing the suit effective April 20, 1999. The utility company has
appealed  the motion for  summary  judgement  and the Company  will  continue to
aggressively  defend the suit.  Management believes that the ultimate resolution
of this matter will not have a material adverse effect on the Company.

        Letters of Credit and Other Commitments.  The Company had $2,910,000 and
$3,541,000  in standby  letters of credit  outstanding  at December 31, 1999 and
1998, respectively, primarily securing the Company's insurance programs.

        Environmental   Matters.   Since  1989,  Morgan  has  been  named  as  a
potentially  responsible  party  ("PRP")  with  respect  to  the  generation  of
hazardous  materials  alleged to have been handled or disposed of at two Federal
Superfund sites in Pennsylvania  and one in Kansas.  Although a precise estimate
of liability  cannot  currently be made with respect to these sites,  based upon
information  known  to  Morgan,   the  Company  currently   believes  that  it's
proportionate  share,  if any, of the ultimate  costs  related to any  necessary
investigation  and remedial work at those sites will not have a material adverse
effect on the Company.  To date,  the  Company's  expenditures  related to those
sites have not been significant.

        Certain of the Company's operations utilize paints and solvents in their
businesses. Also, raw materials used by EFP contain pentane, which is a volatile
organic  compound  subject to regulation  under the Clean Air Act.  Although the
Company  believes that it has made sufficient  capital  expenditures to maintain
compliance  with  existing  laws and  regulations,  future  expenditures  may be
necessary if and when compliance standards and technology change.

        Self-Insured Risks. The Subsidiaries  utilize a combination of insurance
coverage and self-insurance  programs for health care and workers  compensation.
The Company has  reserves  recorded to cover the  self-insured  portion of these
risks based on known facts and historical  trends and  management  believes that

                                       42
<PAGE>

such reserves are adequate and the ultimate resolution of these matters will not
have a  material  adverse  effect  on  the  financial  position  or  results  of
operations of the Company.

15.      Related Party Transactions:

        Concurrently with the Note Offering on May 23, 1994, the Company entered
into  a  Management  Services  Agreement  with  Southwestern  Holdings,  Inc.  a
corporation ("Southwestern") owned by Mr. Poindexter. Pursuant to the Management
Services  Agreement,  Southwestern  provides services to the Company,  including
those of Mr. Poindexter and Mr. Magee its Chief Financial  Officer.  The Company
pays to Southwestern approximately $625,000 per year for these services, subject
to annual  automatic  increases based upon the consumer price index. The Company
may also pay a  discretionary  annual bonus to  Southwestern  subject to certain
limitations;  none was paid in 1999, 1998 or 1997. The Company paid Southwestern
$625,000,  $619,000 and $613,000  during 1999, 1998 and 1997,  respectively  for
these services. MTA, which is not a restricted subsidiary under the terms of the
Bond  Indenture or a guarantor  under the terms of the Company's  Revolving Loan
Agreement, paid Southwestern Holdings $120,000 and $85,000 during 1999 and 1998,
respectively, for certain services.

     Mr.  Poindexter  and Mr.  Magee are officers of JBPCO and are partners in a
partnership that leases to Morgan certain real property in Georgia.  Morgan paid
$230,000,  $222,000 and $222,000 in rent to the partnership in 1999 and 1998 and
1997 pursuant to such lease.

        TAG leases  certain real estate in Canada from an entity  controlled  by
the  President  of TAG.  Total lease  expense for that  facility  was  $114,000,
$108,000 and $117,000 in 1999, 1998 and 1997, respectively.


Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

              None.

PART III.

Item 10.      Directors and Executive Officers of the Registrant

         The  directors  and  executive  officers  of the  Company are set forth
below.  All directors hold office until the next annual meeting of  stockholders
of the  Company  or until  their  successors  are duly  elected  and  qualified.
Executive  officers  of the  Company  are  appointed  by the Board of  Directors
annually and serve at the discretion of the Board of Directors.

         Name           Age    Position

John B. Poindexter      55     Chairman of the Board and Chief Executive Officer
W.J. Bowen              78     Director
Peter K. Hunt           53     Director, President and Chief Operating Officer
Kurt Kamm               57     Director
Stephen P. Magee        52     Director, Executive Vice President, Chief
                               Financial Officer and Treasurer
R.S. Whatley            48     Vice President, Controller
L.T. Wolfe              51     Vice President Administration

                                       43
<PAGE>

         John B.  Poindexter has served as Chairman of the Board and Director of
the Company since 1988 and Chief Executive Officer since 1994. From 1985 through
1996, Mr. Poindexter was the majority limited partner of J.B.  Poindexter & Co.,
L.P., a privately held,  long-term equity  investment and management firm formed
by Mr.  Poindexter.  From 1983 through 1985, he was co-managing  partner of KD/P
Equities, a privately held equity investment firm that he co-founded.  From 1976
through 1985, Mr. Poindexter  worked for Smith Barney,  Harris Upham & Co. While
with  Smith  Barney,  he became a senior  vice  president  for its Smith  Barney
Venture Corporation and Smith Barney Capital Corporation ("SBCC") affiliates and
a partner in First Century Partnership II, an investment fund managed by SBCC.

     Peter  Hunt  was  named  President  and  Chief  Operating  Officer  of J.B.
Poindexter & Co.,  Inc. in November  1999.  He had served as President of Morgan
Trailer Mfg. Co. since joining the Company in April 1998.  Previously,  Mr. Hunt
was the Senior Vice  President and General  Manager of the  Industrial  Group of
Greenfield Industries, Inc. Mr. Hunt has 29 years of manufacturing,  engineering
and management experience.

         Stephen P. Magee has served as Treasurer  and a Director of the Company
since the Company was formed in 1988 and Chief Financial Officer since 1994.

     W.J.  Bowen retired in 1992 as the Chairman of the Board of Transco  Energy
Company ("Transco"),  a diversified energy company based in Houston,  Texas. Mr.
Bowen  served  as Chief  Executive  Officer  of  Transco  from  1974  until  his
retirement from that position in 1987.

         Kurt Kamm is currently a partner in the private equity  investment firm
of Kamm  Theodore.  Previously he served as a partner in several  private equity
investment  firms and has been involved as a principal in the  acquisition of 65
companies.

         R.S. Whatley has served as Vice President, Controller since June 1994.

         Larry T. Wolfe has served as Vice President of Administration since May
of 1995.

         Directors  who are  officers or employees of the Company do not receive
fees for serving as  directors.  The Company pays $20,000 per year as director's
fees to each outside director.

Other Significant Persons

         Although not an executive officer of the Company, each of the following
persons is an officer of the referenced Subsidiary or division thereof and is an
important contributor to the Company's operations:

         Name                Age            Position

Martin Brown                 44             President of TAG Manufacturing
Nelson Byman                 53             President of MIC Group
James R. Chandler            64             President of EFP
Robert Ostendorf             49             President of Morgan

                                       44
<PAGE>

         Martin Brown was named  President of TAG  Manufacturing  in March 1998.
Mr. Brown was the previous owner of Raider and LoRider,  acquired by the Company
in June 1995. He has served as President of Raider Industries since June 1995.

         Nelson Byman has 24 years of engineering and management  experience and
was most  recently  Vice  President/General  Manager of a domestic  division  of
Weatherford/Enterra, a manufacturer of oilfield related equipment.

         James R.  Chandler has served as President of EFP since 1978.  Prior to
1978, Mr. Chandler worked in various marketing and executive  positions with the
Ames  Division of Miles  Laboratories,  Inc.  and in the  management  consulting
section of Price Waterhouse & Co.

     Robert  Ostendorf,  Jr.  became  President and Chief  Operating  Officer of
Morgan Trailer Mfg., Co. in November 1999.  Previously,  Mr. Ostendorf served as
President of the Truck Group of Cambridge Industries,  Inc. He has over 22 years
of experience in a variety of manufacturing and general management  positions in
the truck and automotive related industries.

Item 11.  Executive Compensation

         The  following  table  sets forth  certain  information  regarding  the
compensation  paid to the  Company's  Chief  Executive  Officer  and  the  other
executive officers whose total annual salary and bonus are anticipated to exceed
$100,000 for the fiscal years ended December 31, 1999, 1998 and 1997:

                                           Summary Compensation Table

                                      Annual Compensation         All Other

Name and Principal Position        Year    Salary    Bonus       Compensation
---------------------------        ----     ------   -----       ------------
John B. Poindexter                 1999     $  (a)   $   -        $      -
   Chairman of the Board and       1998        (a)
   Chief Executive Officer         1997        (a)
Stephen P. Magee                   1999     $  (a)   $  (b)       $      -
   Chief Financial Officer         1998        (a)
                                   1997        (a)
Peter K. Hunt                      1999     $278,000 $75,000      $40,000
   President and                   1998     $204,000 $    -       $      -
   Chief Operating Officer
R.S. Whatley Controller            1999     $124,600 $   -        $      -
                                   1998     $115,000 $   -        $      -
L.T. Wolfe Vice President          1999     $192,794 $20,000      $      -
   Administration                  1998     $168,000 $   -        $      -

(a)  Messrs.  Poindexter  and Magee do not receive  salaries  from the  Company.
     Rather, their services are provided to the Company pursuant to a Management
     Services Agreement. See "Management Services Agreement."

(b)  It is anticipated  that Mr. Magee will be eligible to receive in the future
     an annual bonus pursuant to the incentive plan described below.

                                       45
<PAGE>

         The  Company's  incentive  compensation  plan  covering  certain of its
executive officers is similar to the Subsidiary Incentive Plans described below.
During  1999,  the  Company  adopted a  long-term  performance  plan in order to
provide  key  members  of  the  Company  and  its  Subsidiaries  with  financial
incentives for achieving long-term financial objectives of the Company.  Messrs.
Poindexter and Magee are covered by the various  insurance  programs provided by
Morgan to its employees.

Management Services Agreement

         Concurrently  with  the  Note  Offering,  the  Company  entered  into a
Management Services Agreement with a corporation  ("Southwestern")  owned by Mr.
Poindexter. Pursuant to the Management Services Agreement, Southwestern provides
services to the Company,  including  those of Mr.  Poindexter  who serves as the
Company's Chairman of the Board and Chief Executive Officer and of Mr. Magee who
serves  as its  Chief  Financial  Officer.  The  Company  paid  to  Southwestern
approximately  $745,000  during  the year  ended  December  31,1999,  for  these
services which is subject to annual automatic  increases based upon the consumer
price index.  The Company may pay a  discretionary  annual bonus to Southwestern
for the provision of Mr.  Poindexter's and Mr. Magee's services and may increase
the annual fee payable above the automatic annual increase, in each case subject
to certain  limitations,  if after giving effect to such payment and/or increase
the Company's Consolidated EBITDA Coverage Ratio is 2.00 to 1 or higher.

Subsidiary Incentive Plans

         The Company has adopted an incentive  compensation  plan for members of
upper  management  of  each of its  Subsidiaries  (collectively  the  "Incentive
Plans") to provide for the payments of annual  bonuses based upon the attainment
of performance-based  goals.  Eligible employees are entitled to receive a bonus
if the  Subsidiary  attains or surpasses a stated  percentage  (which  varies by
Subsidiary) of that  Subsidiary's  budgeted  pre-tax profit,  with the amount of
bonus being tied to the Subsidiary's actual pre-tax profits.  Individual bonuses
are then  allocated  among the eligible  employees  based upon their  individual
achievement of stated  performance  objectives.  The Subsidiaries  also maintain
certain other benefit plans for their  respective  officers and  employees.  See
Note 15 to the Consolidated Financial Statements for the Company.

Compensation Committee Interlocks and Insider Participation

         The Company does not have a compensation committee.

Item 12.  Security of Ownership of Certain Beneficial Owners and Management

                                                     Beneficial Ownership

                                                   Number           Percent
Directors, Officers and 5% Stockholders           of Shares         of Class
---------------------------------------           ---------         --------
John B. Poindexter                                  3,059              100%
     c/o J.B. Poindexter & Co., Inc.
     1100 Louisiana, Suite 5400
     Houston, Texas  77002

                                       46
<PAGE>

Stephen P. Magee                                      --                --
     c/o J.B. Poindexter & Co., Inc.
     1100 Louisiana, Suite 5400
     Houston, Texas  77002

Peter K. Hunt                                         --                --
     c/o J.B. Poindexter & Co., Inc.
     1100 Louisiana, Suite 5400
     Houston, Texas  77002

William J. Bowen                                      --                --
     c/o J.B. Poindexter & Co., Inc.
     1100 Louisiana, Suite 5400
     Houston, Texas  77002

Kurt Kamm                                             --                --
     c/o J.B. Poindexter & Co., Inc.
     1100 Louisiana, Suite 5400
     Houston, Texas  77002

All directors and officers as a                     _____             _____
group (5 persons)                                   3,059              100%
                                                    -----             -----

     Mr.  Poindexter  has sole voting and  investment  power with respect to all
shares that he beneficially owns.

Item 13.  Certain Relationships and Related Transactions

         Messrs.  Poindexter  and Magee are members of a partnership  ("Bartow")
that leases  certain  real  property in Georgia to Morgan.  During each of 1999,
1998 and 1997, Morgan paid $230,000, $222,000 and $222,000, respectively as rent
to Bartow,  and it will  continue to pay such rent to Bartow in the future.  The
Company believes that the rent paid by Morgan to Bartow is a competitive  market
rate for the location.

        The  Company has  entered  into a  Management  Services  Agreement  with
Southwestern  Holdings,  Inc.  a  corporation   ("Southwestern")  owned  by  Mr.
Poindexter. Pursuant to the Management Services Agreement, Southwestern provides
services to the Company,  including  those of Mr.  Poindexter  and Mr. Magee its
Chief Financial Officer. The Company pays to Southwestern approximately $625,000
per year for these services,  subject to annual  automatic  increases based upon
the consumer price index. The Company may also pay a discretionary  annual bonus
to  Southwestern  subject to certain  limitations.  For all services the Company
paid  Southwestern  $625,000,  $619,000 and $613,000 during 1999, 1998 and 1997,
respectively.

        Welshman,  which is not a restricted  subsidiary  under the terms of the
Senior Notes Indenture or a guarantor under the terms of the Company's Revolving
Loan Agreement, paid Southwestern Holdings $120,000,  $85,000 and $60,000 during
1999, 1998 and 1997, respectively for certain services.

                                       47
<PAGE>

         TAG leases  certain real estate in Canada from an entity  controlled by
the President of TAG Manufacturing.  Total lease expenses was $114,000, $108,000
and $117,000 in 1999, 1998 and 1997, respectively, the Company considers this to
be a market rate for the property.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)(1)       Financial Statements - None, other than as previously listed
                  in response to Item 8.
     (a)(2)       Financial Statement Schedules -  None
     (a)(3)       Exhibits
     3.1(a)       Second Restated Certificate of Incorporation
     3.1.1(e)     Certificate of First Amendment to Second Restated Certificate
                  of Incorporation.
     3.2(a)       Amended and Restated Bylaws
     4.1(e)       Form of 12 1/2% Senior Note due 2004 (included in Exhibit 4.2)
     4.2(e)       Indenture dated as of May 23, 1994
     4.2.1(f)     First  Supplemental  Indenture  dated as of May 11,  1995.
                  Incorporated  by reference to Exhibit 4.1 to the Form 10-Q for
                  the  quarterly  period ended June 30, 1995, as filed with the
                  Commission on August 15, 1995
     4.2.2(f)     Second  Supplemental  Indenture  dated  as of June  26,  1995.
                  Incorporated  by reference to Exhibit 4.2 to the Form 10-Q for
                  the  quarterly  period ended June 30, 1995,  as filed with the
                  Commission on August 15, 1995.
     4.3(a)       List of certain promissory notes
     10.1.5(h)    Loan and Security  Agreement by and among Congress  Financial
                  Corporation and J.B.Poindexter & Co., Inc., dated June 28,1996
     10.1.6(j)    Amendment No. 1 to Loan and Security  Agreement by and among
                  Congress Financial Corporation and J.B.Poindexter & Co., Inc.,
                  dated May 13, 1998.
     10.23(a)     Lease Agreement, dated as of March 29, 1990, between Bartow
                  Partners, L.P. and Morgan Trailer Manufacturing Co., d/b/a
                  Morgan Corporation, as amended by the First Amendment to Lease
                  Agreement, dated June 13, 1991
     10.24(a)     Form  of  Salary  Continuance  Agreement  for  director  level
                  employees of Morgan Trailer Mfg. Co.
     10.25(a)     Form of Salary Continuance Agreement for  officers  of  Morgan
                  Trailer Mfg. Co.
     10.26(a)     Form of Incentive Plan for certain employees of the
                  Subsidiaries
     10.27(a)     Morgan Trailer Mfg.Co.Long-Term Management Equity Appreciation
                  Program
     10.32(a)     Lease  Agreement,  dated August 14,  1987,  between C&D Realty
                  Partnership and Leer, Inc., as amended by the Lease Option and
                  Amendment Agreement, dated as of August 14, 1992
     10.33(a)     Lease  Agreement, dated  August 14, 1987, between J&R  Realty
                  Company and Leer, Inc.
     10.34(a)     Lease  Agreement,  dated  August 14, 1987,  between BCD Realty
                  Partnership with Leer,  Inc., as amended  by  the Lease Option
                  and Amendment Agreement, dated as of August 14, 1992  (missing
                  page 2 of Amendment)
     10.35(a)     Lease Agreement, dated August 14, 1987, between John M.Collins
                  and Leer, Inc., as amended by the Lease  Option and  Amendment
                  Agreement, dated as of August 14,  1992,  and the  Addendum to
                  Lease Agreement, dated as of August 1, 1993
     10.36(a)     Lease  agreement,  dated August 14,  1987,  between PCD Realty
                  Partnership and Leer, Inc., as amended by the Lease Option and
                  Amendment Agreement, dated as of August 14, 1992

                                       48
<PAGE>

     10.86(e)     Management Services Agreement dated as of May 23, 1994,between
                  J.B.  Poindexter & Co., Inc. and Southwestern Holdings, Inc.
     10.102(f)    Asset Purchase  Agreement,  dated as  of June  15, 1995, among
                  Leer Inc., 20th Century Fiberglass, Inc.,  Steven E.  Robinson
                  and Ronald E. Hickman.  Incorporated  by  reference to Exhibit
                  10.1 to the current  report on Form 8-K,  dated June 29, 1995,
                  as filed with the  Commission on September 11, 1995
     10.103(f)    Promissory Note,  dated June 29, 1995,  executed by Leer, Inc.
                  Incorporated  by  reference  to  Exhibit  10.2 to the  current
                  report on Form 8-K,  dated  June 29,  1995,  as filed with the
                  Commission on September 11, 1995
     10.104(f)    Asset  Purchase  Agreement,  dated  as of June 15,  1995 among
                  Leer  Inc.,  Century  Distributing, Inc.,  Steven E.  Robinson
                  and Ronald E.  Hickman.  Incorporated  by reference to Exhibit
                  10.3 to the current  report on Form 8-K,  dated June 29, 1995,
                  as filed with the  Commission on September 11, 1995
     10.105(f)    Consulting  Agreement,  dated  as  of  June 29, 1995,  between
                  Leer, Inc. and Steven E. Robinson. Incorporated  by  reference
                  to  Exhibit  10.4  to  the current  report on Form 8-K,  dated
                  June 29, 1995, as filed with the Commission on September 11,
                  1995
     10.106(f)    Consulting  Agreement,  dated  as  of  June 29, 1995,  between
                  Leer,  Inc. and Ronald E. Hickman. Incorporated  by  reference
                  to Exhibit 10.5 to the current report on Form 8-K,  dated June
                  29, 1995, as filed with the Commission on September 11, 1995.
     10.107(f)    Non-Competition  Agreement,  dated  as  of  June  29,  1995,
                  between  Leer,  Inc.  and  Steven E.Robinson. Incorporated  by
                  reference to Exhibit  10.6 to the current  report on Form 8-K,
                  dated June 29, 1995, as filed with the Commission on September
                  11, 1995.
     10.108(f)    Non-Competition  Agreement,  dated   as  of June  29,  1995,
                  between  Leer,  Inc. and  Ronald  E. Hickman. Incorporated  by
                  reference to Exhibit  10.7 to the current  report on Form 8-K,
                  dated June 29, 1995, as filed with the Commission on September
                  11, 1995.
     10.109(f)    Share  Purchase  Agreement dated as of June 30, 1995,  between
                  Raider  Industries,  Inc. and Martin Brown
     10.110(f)    Asset  Purchase  Agreement  dated as of June 30, 1995,  by and
                  between  Raider  Industries  Inc., Pro-More  Industries Ltd.,
                  Brown Industries (1976) Ltd. and Martin Brown
     10.111(i)    Loan and Security Agreement by and between Congress  Financial
                  Corporation and Radco Industries Inc., dated October 31,1997
     10.112(i)    Asset  Purchase Agreement by and among Radco  Industries  Inc.
                  and Midwest  Truck After Market and  William J. Avery, Sr. and
                  Sarah A. Avery, dated October 31.1997.
     10.113       Asset Purchase Agreement by and among Lowy Group,  Inc.,  J.B.
                  Poindexter & Co., Inc. and Blue Ridge Acquisition Company,LLC,
                  dated August 31, 1998.
     10.114       J.B. Poindexter & Co., Inc. Long-Term Performance Plan.
     10.115       Asset Purchase Agreement between L.D.Brinkman & Co.(Texas)Inc.
                  and Lowy Group,  Inc. dated June 7, 1999.
     21.1         Subsidiaries of the Registrant
     27.1         Financial data schedule
     27.2         Restated financial data schedule for the years 1998 and 1997

(a)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (No.  33-75154) as filed with the  Commission  on February 10, 1994
(b)  Incorporated by reference to the Company's  Amendment No. 1 to Registration
     Statement (No. 33-75154) as filed with the Commission on February 24, 1994
(c)  Incorporated by reference to the Company's  Amendment No. 2 to Registration
     Statement (No. 33-75154) as filed with the Commission on March 23, 1994

                                       49
<PAGE>

(d)  Incorporated by reference to the Company's  Amendment No. 3 to Registration
     Statement (No. 33-75154) as filed with the Commission on May 16, 1994
(e)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 31, 1994, as filed with the Commission on March 31,
     1995.
(f)  Incorporated  by reference to the Company's  Annual Report on form 10-K for
     the year ended December 31, 1995, as filed with the Commission on March 29,
     1996.
(g)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended March 31, 1996,  as filed with the  Commission on May
     10, 1996.
(h)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended June 30, 1996, as filed with the Commission on August
     13, 1996.
(i)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 31, 1997, as filed with the Commission on March 30,
     1998.
(j)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     for the quarter ended June 30, 1998, as filed with the Commission on August
     14, 1998.

(b)  Reports of Form 8-K. The Company  filed the  following  reports on Form 8-K
     during the year: --------------------

         None

Supplemental  Information to Be Furnished With Reports Filed Pursuant to Section
15 (d) of the Act by Registrants Which Have Not Registered  Securities  Pursuant
to Section 12 of the Act.

The  registrant  has not delivered to its security  holders any annual report to
security holders  covering the last fiscal year, proxy statement,  form of proxy
or other proxy soliciting material (as described under this caption in Form 10-K
as promulgated by the Securities and Exchange  Commission).  A copy of this Form
10-K will be sent to each registered  holder of the  registrant's 12 1/2% Senior
Notes due 2004.


                                       50
<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of Section  13 or 15(d) 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.

                           J.B. POINDEXTER & CO., INC.

Date: February 25, 2000                      By: John B. Poindexter
                                             ----------------------
                                             John B. Poindexter, Chairman of the
                                             Board and Chief Executive Officer

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

Date: February 25 , 2000      John B. Poindexter
                              ------------------
                              John B. Poindexter
                              Chairman and Chief Executive Officer and Director
                              (Principal Executive Officer)

Date: February 25, 2000       Peter K. Hunt
                              -------------
                              Peter K. Hunt
                              President and Chief Operating Officer and Director

Date: February 25, 2000       Stephen P. Magee
                              ----------------
                              Stephen P. Magee
                              Chief Financial Officer and Director
                              (Principal Financial Officer)

Date: February 25, 2000       W.J. Bowen
                              ----------
                              W.J. Bowen
                              Director

Date: February 25, 2000       Kurt Kamm
                              ----------
                              Kurt Kamm
                              Director

Date: February 25, 2000       Robert S. Whatley
                              -----------------
                              Robert S. Whatley
                              Chief Accounting Officer
                             (Principal Accounting Officer)