United States

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 10-K

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

SECURITIES EXCHANGEACT OF 1934

For the fiscal year ended December 31, 2000OR[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIESEXCHANGE ACT OF 1934For the transition period from ____________ to __________Commission file number 33-75154J.B.POINDEXTER & CO., INC.(Exact name of registrant as specified in its charter)
Incorporated pursuant to the Laws of Delaware State

Internal Revenue Service — Employer Identification No. 76-0312814

1100 Louisiana Suite 5400, Houston, Texas 77002
(Registrant's telephone number, including area code)  (713)  655-9800Securities registered pursuant to Section 12(b) of the Act:  NoneName of each exchange where registered:  NoneSecurities registered pursuant to Section 12(g) of the Act:  None
Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days. 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 willnot be contained,  to the best of registrant's  knowledge,  in definitive proxy or information statements  incorporated by reference inPart 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 March 20, 2001: 3059Documents Incorporated by Reference:  None
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESPART I.Item 1.Business
     J.B. Poindexter & Co., Inc. ("JBPCO") operates primarily  manufacturing  businesses.  JBPCO's operating subsidiaries are MorganTrailer Mfg. Co., ("Morgan"),  Truck Accessories Group, Inc., ("TAG"), EFP Corporation,  ("EFP") and the Specialty  Manufacturing Groupcomprising  Magnetic  Instruments  Corp., ("MIC Group") and its subsidiaries:  KWS Manufacturing,  Inc., ("KWS") and Universal Brixius,Inc., ("Universal").

     Unlessthe context otherwise requires, the "Company" refers to JBPCO togetherwith 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 asthe "Note Offering"). Concurrent with the Note Offering, the Companyacquired, from John B. Poindexter and various minority interests, TAG, LowyGroup, EFP and the Specialty Manufacturing Group. During 1998, theCompany's management made the strategic decision to concentrate resourceson the Company's manufacturing operations. Consequently, the retail andwholesale distribution operations of TAG were sold or closed down and theoperations of Lowy Group were sold. These operations are treated as discontinuedoperations for all relevant periods in the Consolidated Financial Statements ofthe Company. The Company manages its assets on a decentralized basis, with asmall corporate staff providing strategic direction and support. 

     TheCompany operates and manages its subsidiaries within four separate businesssegments. See Note 3 to the Consolidated Financial Statements of the Company. 

***Morgan***

     Morganis the nation's largest manufacturer of commercial van bodies (“vanbodies”) for medium-duty trucks. Morgan products, which are mounted ontruck chassis manufactured and supplied by others, are used for general freightand deliveries, moving and storage and distribution of refrigerated consumables.Its 105 authorized distributors, six manufacturing plants and six servicefacilities are in strategic locations to provide nationwide service to itscustomers, including rental companies, truck dealers and companies that operatefleets of delivery vehicles. Formed in 1952, Morgan is headquartered inMorgantown, Pennsylvania, and was acquired in 1990. 

     Morgan’svan bodies are manufactured and installed on truck chassis, which are classifiedby hauling capacity or gross vehicular weight rating (“GVWR”). Thereare eight classes of GVWR. Morgan generally manufactures products for Classes 3through 7, those having a GVWR of between 10,001 pounds (light-duty dry freightvans) and 33,000 pounds (medium-duty trucks). It generally does not manufactureproducts for Classes 1 or 2 (pickup trucks) or Class 8. The principalproducts offered by Morgan are the following: 

     *DryFreight Bodies* (Classes 3-7). Dry freight bodies are typically fabricatedwith pre-painted aluminum or fiberglass reinforced plywood (“FRP”)panels, aerodynamic front-end treatment, hardwood floors and various doorconfigurations to accommodate end-user loading and unloading requirements. Theseproducts are used for diversified dry freight transportation and represent morethan one-half of Morgan’s sales. 
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
     *RefrigeratedVan Bodies* (Classes 3-7). Refrigerated vans are equipped with insulatedaluminum or FRP bodies that accommodate controlled temperature and refrigerationneeds of end-users. These products are used primarily on trucks that transportdairy products, frozen foods and meats. 

     *Cutaway  Van Bodies*(Classes  3-5).  Aluminum  or FRP  cutaway van bodies are  installed  only on cutaway  chassis,  which areavailable  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 removablesides.  Stake  bodies are used for the movement of a variety of materials  for the  agricultural  and  construction  industries,  amongothers.

     *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  manufacturesstandard  overhead  doors  constructed  primarily of laminated  wood;  however,  it has developed a door  manufactured  from  compositematerial.
     Some of the components of Morgan’s  products,  such as certain  patented methods for making curtained doors for vehicle bodies,are  proprietary.  Morgan  distributes  spare parts through and offers limited service programs at its own service and parts facilitiesand through its 105 authorized distributors.
             *Customers and Sales.*  The truck body industry has two major categories of customers:  (1) customers  operating their own fleetsof  vehicles  or who lease their  vehicles  to third  parties  (collectively,  “fleet/leasing  customers”);  and (2) truck  dealers anddistributors who sell vehicles to others (collectively, “dealer/distributor customers”).

             Morgan’s  net sales  constituted  52%,  58% and 52% of the  Company’s  total net  sales in 2000,  1999 and 1998,  respectively.Morgan’s  revenue is generated by five  sources:  (1) sales to  commercial  divisions of leasing  companies,  companies  with fleets ofdelivery  vehicles,  truck dealers and distributors  (“Commercial  Sales”);  (2) sales to consumer rental companies  (“Consumer  RentalSales”); (3) parts and service; (4) the Advanced Handling Systems Division and (5)Beltrami Door.

             Consumer  Rental Sales are  composed of sales to  companies  that  maintain  large fleets of one-way and local moving  vehiclesavailable for rent to the general  public.  Procurement  contracts for Consumer Rental Sales are negotiated  annually,  usually in latesummer 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,  historicallyrepresented  approximately  50% of  Morgan's  total net  sales.  Each has been a  customer  of Morgan for  approximately  20 years  andmanagement  considers  relations  with  each to be  good.  Sales to  these  customers  represented  24%,  31% and 26% of the  Company'sconsolidated net sales during the years 2000, 1999 and 1998, respectively.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
             Morgan sells products through its own sales force and through  independent  distributors.  Most of the distributors sell a widevariety 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,  Arizona and New York. It also has sales,  service and body mounting  facilities in Mexico,  Florida,  California  andColorado.

     Generally,  all van bodies  manufactured  by Morgan are produced to order.  The shipment of a unit is dependent upon receipt ofthe chassis supplied by the customer and the customer's  arrangements  for delivery of completed  units.  Revenue is recognized and thecustomer is billed upon final body assembly and quality  inspection.  Because  contracts for Consumer  Rental Sales are entered into inthe summer or fall but production does not begin until the following  January,  Morgan generally has a significant  backlog of ConsumerRental Sales  orders at the end of each year that is processed  through  May of the  following  year.  In  addition,  Morgan  typicallymaintains  a  significant  backlog of  Commercial  Sales.  At December  31, 2000 and 1999,  Morgan's  total  backlog was  approximately$38.7 million and $70.3 million,  respectively.  All of the products under the orders  outstanding at December 31, 2000 are expected tobe shipped during 2001.

             Morgan  maintains an inventory of raw materials  necessary to build van bodies  according to customers'  orders.  Raw materialsare acquired from a variety of sources and Morgan has not  experienced  significant  shortages of materials in recent  years.  Morgan'scustomers  purchase  their truck  chassis from major truck  manufacturing  companies.  The delivery of a chassis to Morgan is dependentupon truck manufacturers'  production schedules,  which are beyond Morgan's control.  Delays in chassis deliveries can disrupt Morgan'soperations 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  animportant revenue source,  with replacement  cycles varying from approximately  four to six years,  depending on vehicle types.  Duringeconomic 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 largemanufacturers  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  resources.  Competitive  factors in the industry  include  productquality, 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),  Raider  Industries Inc.(Raider),  and Gem Top. TAG also operates  Midwest Truck  Aftermarket  (MTA),  which is a wholesale  distribution  business and;  threeretail stores,  one of which is an integral part of a manufacturing  facility  operated by Leer. During 1999, the Company completed thedisposition  of primarily all of the other  distribution  business of TAG,  which were,  accordingly,  treated as  discontinued  in theJ.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
Consolidated  Financial  Statements  for the periods  ended  December  31,  1999 and 1998.  See Note 15 to the  Consolidated  FinancialStatements of the Company.

              TAG is the  nation's  largest  manufacturer  of pickup truck caps and tonneau  covers and its products are marketed  under thebrand names Leer,  Raider,  LoRider,  Century and Gem Top. Caps and tonneau covers are fabricated  enclosures that fit over the beds ofpickup trucks,  converting the beds into weatherproof  storage areas.  TAG's seven  manufacturing  plants and its network of over 1,260independent  dealers  provide a national  network through which its products are marketed to  individuals,  small  businesses and fleetoperators.  TAG's net sales  constituted  30%, 30% and 31% of the Company's total net sales during 2000,  1999 and 1998,  respectively.Formed in 1971, TAG is headquartered in Elkhart, Indiana and was acquired in 1987.

              *Customer and Sales.*  Most of TAG's products are purchased by individuals  through  dealers.  TAG's products are sold through anational  network of  independent  dealers.  TAG also sells its products in Canada and Europe.  In 2000,  foreign  sales  (primarily inCanada) represented approximately 9% of TAG's total sales or less than 3% of the Company's total net sales.

              *Manufacturing and Supplies.*  TAG designs and manufactures caps and tonneau covers in seven  manufacturing  facilities  locatedin  California,  Indiana,  Pennsylvania,  Oregon and  Saskatchewan,  Canada.  TAG maintains an inventory of raw materials  necessary tomanufacture  its products.  Raw materials are obtained from a variety of sources and TAG has not experienced  significant  shortages ofmaterials in recent  years.  TAG  purchases a substantial  majority of its windows for caps from a single  supplier.  Although the lossof that supplier would disrupt TAG's production  activities until a replacement supplier could be located,  management does not believethat such loss would have a material  adverse  effect on the Company.  TAG's  products are  typically  manufactured  upon receipt of anorder by the dealer and, consequently, backlog at TAG represents between one and two weeks production or approximately $2 million.

              TAG developed and began  shipments in 2000 of a tonneau cover  manufactured  from a polymer-based  product  marketed under thename Telene.

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

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

***Specialty Manufacturing Group***

              During the year ended  December 31, 2000,  MIC Group  acquired  100% of the stock of KWS located in Joshua,  Texas and 100% ofthe stock of Universal  located in Milwaukee,  Wisconsin.  The combined  operations of these three companies are now referred to as theSpecialty Manufacturing Group.

              The Specialty  Manufacturing  Group  manufactures  precision metal parts, bulk material handling equipment and includes a highvolume  production  machining  company.  The  Specialty  Manufacturing  Group's sales made up 11%, 4% and 7% of the Company's net salesJ.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
during each of the last three years, respectively.
              *Products.*  The  Specialty  Manufacturing  Group  manufactures  precision  metal  parts  used  in the  energy  exploration  andproduction  industry,  aerospace and other industries.  The Group performs high volume production  machining of parts used primarily inthe manufacturing of small gasoline powered engines.  The parts are supplied by customers  generally in consumer  products  businesses.The bulk material  handling  operation  designs and  manufactures  screw conveyors and other equipment for the  agricultural,  pulp andpaper, mining, food processing, recycling, and chemical processing industries.

              *Customers and Sales.*  The Specialty  Manufacturing  Group sells products to  international  oilfield  service  companies and avariety of businesses in the consumer  products and other  industries.  One oilfield service customer  represented  approximately  29%,39% and 37% of the total  sales of the Group  during  2000,  1999 and  1998,  respectively.  Management  considers  relations  with itscustomers to be good.

              *Manufacturing and Supplies.*  The Specialty  Manufacturing  Group manufactures its products in Brenham,  Texas,  Joshua,  Texasand Milwaukee,  Wisconsin.  Management believes that the Specialty Manufacturing Group's manufacturing  capabilities are among the moresophisticated 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.  The  Specialty  Manufacturing  Group alsoperforms  fabrication  services and design,  investment casting services and high volume contract  machining.  At December 31, 2000 and1999, the Specialty Manufacturing's backlog was $15.3 million and $6.1 million, respectively.

              The Specialty  Manufacturing  Group is ISO 9002 certified at its Brenham location.  ISO 9002 is an internationally  recognizedcertification of production practices and techniques employed in manufacturing processes.

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

              *Industry.*  The Specialty  Manufacturing  Group's customers  operate in a wide variety of businesses.  The demand for equipmentand services  supplied to the oilfield service industry and, in turn, sales of related  manufactured  parts are directly related to thelevel of  worldwide  oil and gas  drilling  activity.  The demand for high  volume  production  machining  is  dependent  on demand forconsumer products such as garden tractors and other equipment using small gasoline powered engines.

              *Competition.*  The  Specialty  Manufacturing  Group  competes  with other  businesses  engaged in the  machining,  casting  andmanufacturing of parts and equipment utilized in the oil and gas exploration  industry,  aerospace and general industry.  Technologicalknow-how and production capacity are the primary competitive factors in the Specialty Manufacturing Group's industry.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
***EFP***

              EFP molds and markets  expandable  foam  plastics  used  primarily by the  automotive,  electronics,  furniture  and applianceindustries as  packaging,  shock  absorbing  and  materials  handling  products.  Management  believes that EFP is the nation's  fourthlargest producer and marketer of  custom-shaped,  molded expandable  plastics.  Management  believes that EFP's  competitive  strengthsinclude its ability to manufacture  high quality  products at competitive  prices while providing  excellent  service to its customers,including  timely  delivery of  products.  EFP's net sales made up 8%, 8% and 10% of the  Company's  total net sales during each of thelast 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"),  expandedpolyethylene  ("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 madefrom  expandable  foams are  lightweight  and durable,  capable of absorbing  shocks and impacts,  provide  thermal  insulation and arechemically neutral.

              EFP manufactures and markets the following products:
-      *Packaging and Shock Absorbing Products.* EFP sells these products tomanufacturers who use them to package and ship a wide assortment of industrialand consumer products, such as computers, television sets, toys, furniture,appliances and cameras. Virtually all of these products are custom-made to fitthe shape of the particular product or item for which EFP’s product isbeing manufactured. These products are manufactured from EPS and EPP, with EPPbeing used for more fragile products. Sales of packaging and shock absorbingproducts represent approximately 75% of EFP’s total sales.      *Material Handling Products.*These products include reusable trays orcontainers that are used for transporting components to or from acustomer’s manufacturing facility. EFP also offers its Thin-WallTMproducts, which are used as parts positioning trays for robotic or automaticproduct assembly such as camera manufacturing. Material handling productsgenerally are produced from EPS, EPP or Copolymer.      *Components.*EFP provides materials manufactured from EPP, which are usedas energy absorbing components of automobile bumpers. EFP also manufacturers aline of its Styro-Cast® foam foundry patterns used by foundries in the“lost foam” or evaporative metal casting process. During 1996, EFPbegan the production of door cores, with a molded-in metal frame, for use in themobile 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.

              EFP utilizes an in-house sales force and engages  independent  representatives  to provide  supplemental  sales support in themarketing of EFP's  packaging  and shock  absorbing  products.  EFP also  employs an  engineering  staff that assists  customers in theproduction,  design and testing of products.  Because expanded foams are very bulky,  freight costs impose geographical  limitations onJ.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
sales  of  those  products.  Generally,  EFP  considers  its  target  market  to be  limited  to a  300-mile  radius  surrounding  eachmanufacturing facility.  In certain circumstances, however, EFP has shipped its products greater distances.

              *Manufacturing  and Supplies.*  EFP manufactures its products at facilities  located in Indiana,  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 typicallynot seasonal.  At December 31, 2000 and 1999, EFP's backlog was $2.2 million and $3.4 million, respectively.

              As is customary in the industry,  EFP purchases its raw materials  from a variety of sources on a purchase order basis and notpursuant to long term supply  contracts.  Raw material prices  fluctuate and EFP  historically  has been affected by price increases inthe past.

              *Industry.*  Because most of EFP's  products are  manufactured  for use by other  industries,  economic  conditions  that affectthose 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 theprincipal  industries served by its packaging and shock absorbing products.  Sales of EFP's products typically are not seasonal,  otherthan 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  packagingand  handling  materials,  including  paper,  corrugated  boxes  and  other  foam  products  (such  as soft  urethane).  Many of  thesecompetitors,  particularly  the paper  companies,  are large  companies  having greater  financial  resources  than EFP.  Certain otherexpandable  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.
Trademarks andPatents
              The Company  owns rights to certain  presentations  of Leer's name (part of TAG),  which the  Company  believes  are  valuableinsofar as  management  believes  that "Leer" is  recognized  as being a leading  "brand name." The Company also owns rights to certainother  trademarks  and  tradenames,  including  certain  presentations  of  Morgan's  name.  Although  these and other  trademarks  andtradenames  used by the Company help customers  differentiate  Company product lines from those of  competitors,  the Company  believesthat the  trademarks or  tradenames  themselves  are less  important to customers  than the quality of the products and  services.  TheCompany's  subsidiaries,  principally Morgan and EFP, hold,  directly or indirectly through  subsidiaries,  patents on certain productsand components used in the manufacturing processes.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESEmployees
             At February 28, 2001,  the Company had  approximately  3,000  full-time  employees.  Personnel are unionized in: EFP's Decatur,Alabama facility (covering  approximately 93 persons,  with a contract expiring in August 2003); and TAG's Raider Industries facilitiesin Canada  (covering  approximately  170 persons,  with a contract that expired in November 2000).  The Company believes that relationswith its employees are good.
EnvironmentalMatters
              The Company's  operations are subject to numerous  environmental  statutes and  regulations,  including  laws and  regulationsaffecting  its products and the  materials  used in  manufacturing  the  Company's  products.  In  addition,  certain of the  Company'soperations are subject to federal,  state and local  environmental  laws and  regulations  that impose  limitations on the discharge ofpollutants into the air and water. The Company also generates  non-hazardous  wastes.  The Company has received  occasional  notices ofnoncompliance,  from time to time,  with respect to its operations,  which are typically  resolved by correcting the conditions and thepayment 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  environmentalregulatory  standards.  Although the Company believes it has made sufficient capital  expenditures to maintain compliance with existinglaws and regulations,  future  expenditures may be necessary,  as compliance  standards and technology change.  Unforeseen  significantexpenditures required to maintain such future compliance,  including unforeseen liabilities,  could limit expansion, or otherwise, havea 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 hazardousmaterials  alleged to have been handled or disposed of at two Federal  Superfund  sites in Pennsylvania  and one in Kansas.  Although aprecise  estimate of  liability  cannot  currently  be made with  respect to these  sites,  the Company  currently  believes  that it'sproportionate  share,  if any, of the ultimate costs related to any necessary  investigation  and remedial work at those sites will nothave 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  productsmanufactured  by EFP,  have been  criticized  as being  allegedly  harmful to the  environment.  Management  believes  that more recentinformation  suggests that expandable  polystyrene is not as harmful to the environment as reported  earlier.  In the future,  negativepublicity  relating to expandable  polystyrene  could have an adverse effect on EFP's  business,  although this publicity has not had amaterial adverse effect on EFP's results of operations in the past.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESItem 2.   Properties         The Company owns or leases the following manufacturing, office and sales facilities as of March 12, 2001:                                                                                            Owned                                                                            Approximate      or          Lease            Location                            Principal Use               Square Feet    Leased     Expiration            --------                            -------------               -----------    ------     ---------- Morgan: Ehrenberg, Arizona                        Manufacturing                      125,000     Owned             -- Atlanta, Georgia                          Parts & service                     20,000     Leased          2004 Rydal, Georgia                            Manufacturing                       85,000     Leased          2004 Ephrata, Pennsylvania                     Manufacturing                       50,000     Owned             -- Morgantown, Pennsylvania                  Manufacturing                       62,900     Leased          2001 Morgantown, Pennsylvania                  Office & manufacturing             261,500     Owned             -- Morgantown, Pennsylvania                  Office/Warehouse                   110,000     Leased          2009 Corsicana, Texas                          Manufacturing                       60,000     Owned             -- Janesville, Wisconsin                     Manufacturing/Service              176,000     Leased          2009 Nuevo Leon, Mexico                        Manufacturing                       25,000     Owned             -- Denver, Colorado                          Parts & service                     15,000     Leased          2004 Lakeland, Florida                         Parts & service                     13,500     Leased          2010 Rome, New York                            Manufacturing                       50,000     Leased          2001 TAG: Clackamas, Oregon                         Manufacturing                       82,000     Leased          2003 Woodland, California                      Manufacturing                       65,000     Leased          2006 Woodland, California                      Manufacturing                       10,000     Leased          2006 Elkhart, Indiana                          Office & research                   17,500     Owned             -- Elkhart, Indiana                          Manufacturing                      123,000     Leased          2003 Milton, Pennsylvania                      Manufacturing/Retail               102,000     Leased          2006 Elkhart, Indiana                          Manufacturing                       85,000     Owned             -- Elkhart, Indiana                          Office & manufacturing             128,000     Leased          2001 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 Baton Rouge, Louisiana                    Warehouse                           10,000     Leased          2001 Specialty Manufacturing Group: Brenham, Texas                            Office & manufacturing              80,500     Owned             -- Burleson, Texas                           Office & manufacturing              90,000     Owned             -- Milwaukee, Wisconsin                      Office & manufacturing              70,000     Leased          2010 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
              The Company  utilizes its  facilities  and believes that that they are adequate for its current needs and are capable of beingutilized at higher capacities to supply increased demand, if necessary.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESItem 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.

              EFP is subject to a lawsuit  concerning  the supply by a utility  company 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 errorsmade by the utility  company.  EFP was  granted a motion for  summary  judgment  dismissing  the suit  effective  April 20,  1999.  Theutility  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 IIItem 5. Marketfor Registrant’s Common Equity and Related Stockholder Matters
              The registrant's  common equity is privately held and not publicly  traded.  As of March 12, 2001, one individual owned all ofthe registrant's issued and outstanding common equity.  During the last three fiscal years, the Company 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, 2001 withCongress 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, 2000, 1999, 1998, 1997 and 1996, are derivedfrom the audited  Consolidated  Financial  Statements  of the Company.  The data  presented  below should be read in  conjunction  withManagement's  Discussion and Analysis of Financial  Condition and Results of Operations and the  Consolidated  Financial  Statements ofthe Company and notes thereto.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES                     Year Ended December 31,                                                                          (Dollars in Millions, Except Per Share Amounts)                                                      2000          1999         1998        1997         1996                                                      ----          ----         ----        ----         ----Operating Data:    Net sales...................................   $  451.5     $  443.4      $ 381.2     $ 346.4      $  319.3    Cost of sales...............................      371.6        362.4        317.5       282.3         260.5    Selling, general and       administrative expense...................       59.9         56.9         54.9        53.5          49.3    Closed and excess facility costs............       -           -              0.3         1.4           1.0                                                   --------    ---------      -------     -------       -------    Operating income............................       20.0         24.1          8.5         9.2           8.5    Interest expense............................       15.1         13.8         15.7        15.8          14.5    Income tax provision (benefit)..............        0.3          1.5          0.7         1.0          (1.0)                                                   --------   ----------      --------    -------       --------    Income (loss) before extraordinary       items and discontinued operations........        4.6          8.8         (7.9)       (7.6)         (5.0)    Loss from discontinued operations...........        -            -           (4.2)         -           (1.1)    Extraordinary gain (loss)...................        -            0.2           -           -           (0.3)                                                    --------    --------      --------    --------      --------Net income (loss) ..............................     $  4.6       $  9.0      $ (12.1)     $ (7.6)       $ (6.4)                                                    ========    ========      =========   ========      ========Balance Sheet Data    (at period end):       Working capital.....................          $ 16.0        $ 19.0    $   14.7      $   1.9      $   1.4       Total assets........................           148.6         136.7       137.8        165.9        162.9       Total long-term obligations.........            95.6          88.7       104.5        105.8        103.7       Stockholder's equity (deficit)......            (3.5)         (8.0)      (17.2)        (4.7)         3.0Cash Flow Data:    Net cash provided by (used in)       operating activities................          $ 13.0        $ 12.9     $  11.7       $ (2.5)     $  10.7    Capital expenditures...................            12.7           8.2         6.2          7.3          8.1    Net cash provided by (used in)        investing activities...............           (26.0)          4.6        10.3         (6.4)        (7.5)    Net cash provided by (used in)        financing activities...............            14.3         (18.8)      (23.1)        (9.5)        (2.3)    Depreciation and amortization (a)                  11.1          10.4        10.6         11.6         11.2Other Data:    EBITDA (b).............................          $ 34.0        $ 34.2      $ 18.0       $ 20.3       $ 17.6    Consolidated EBITDA           Coverage Ratio (c)..............             2.3           2.5         1.2          1.3          1.2-            Depreciation and amortization  excludes  amortization of debt issuance cost of $0.4 million,  $0.7 million, $0.9 million, $0.8         million and $0.7 million in 2000, 1999, 1998, 1997 and 1996, respectively.  
           "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 also includes the         operating  results of  companies  acquired  during the year on a pro forma basis as if acquired on January 1, 2000.  EBITDA isJ.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
         not  included  herein as operating  data and should not be construed as an  alternative  to operating  income  (determined  in         accordance  with accounting  principles  generally  accepted in the United States) 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.           "Consolidated  EBITDA Coverage Ratio" is the ratio of EBITDA of the Company and its subsidiaries  that guarantee the Notes, to         interest  expense.  It 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 17 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 withthe Consolidated Financial Statements of the Company and the notes thereto.
Basis of Financial Statements
              During  March  2000,  MIC Group  acquired  100% of the  outstanding  stock of KWS and  Universal.  KWS and  Universal  are twomanufacturing  and  fabrication  companies  that  complement  the  operations of MIC Group.  Upon  completion of the  acquisition,  theoperations of the three companies were referred to as the Specialty Manufacturing Group.
              Effective  June 30, 2000,  the  operations  of Gem Top,  which  manufactures  and  distributes  light truck caps  primarily tocommercial  customers,  were  transferred from Morgan to TAG. The following  financial  results and comparisons for Morgan and TAG havebeen restated to reflect the transfer of Gem Top.
              During December 2000, the Company sold two minor  operations.  EFP sold its Astro Pattern machining  operations,  which during2000  generated  revenues of $2.4 million and an operating  loss of $0.5 million.  MIC Group sold its  electronic  assembly and testingunit that during 2000 generated revenues of $2.6 million and an operating loss of $0.8 million.
Overview
      The Company  operates and manages its subsidiaries  within four separate  business  segments.  The businesses are dependent onvarious factors reflecting general economic conditions including corporate  profitability,  consumer spending patterns,  sales of truckchassis and new pickup trucks and the level of oil and gas exploration activity.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
              The following  table  represents the net sales,  operating  income (loss) and operating  margin  percentages for each businesssegment and on a consolidated basis.
                        Years Ended December 31,                                                                         2000                       1999                      1998                                                     ----                       ----                      ----                                                                        (Dollars in Millions)Net Sales:         Morgan..................................    $235.3                    $257.7                    $198.8         TAG.....................................     135.0                     132.3                     116.8         Specialty Manufacturing Group...........      48.3                      16.6                      26.8         EFP.....................................      33.9                      37.0                      38.8         Intersegment Elimination................      (1.0)                     (0.2)                       -                                                     -------                   -------                   -------         Consolidated............................    $451.5                    $443.4                    $381.2                                                     =======                   =======                   =======Operating Income (Loss):         Morgan   ...............................    $ 11.3                  $ 21.8                       $ 2.3         TAG.....................................       4.5                     3.9                         3.5         Specialty Manufacturing Group...........       6.0                    (0.5)                        1.5         EFP.....................................       2.2                     3.3                         4.0         JBPCO    ...............................      (4.0)                   (4.4)                       (2.8)                                                     -------                 -------                      ------         Consolidated............................    $ 20.0                  $ 24.1                       $ 8.5                                                     =======                 =======                      ======Operating Margin Percentage:         Morgan   ...............................        5%                      8%                          1%         TAG.....................................        3%                      3%                          3%         Specialty Manufacturing Group...........       12%                     (3)%                         6%         EFP.....................................        6%                      9%                         10%         Consolidated............................        4%                      5%                          2%
              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 are  classified  as  discontinued  operations  in theConsolidated Financial Statements for the periods ended December 1999 and 1998.

              Net sales include $4.6 million and $13.2 million in 1999 and 1998,  respectively,  from intercompany sales to the distributionoperations of TAG, which had been disposed of and thus classified as discontinued  operations.  As a result,  operating income includesapproximately  $1.0 million and $2.9  million,  respectively,  related to profits on these sales.  Since the  operating  results of thedistribution  operations of TAG were classified as discontinued,  the  intercompany  sales do not eliminate on a line item basis in theaccompanying  consolidated  statement of operations for the years ended December 31, 1999 and 1998.  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 forthe period.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESResults ofContinuing OperationsConsolidatedOperating Results from Continuing Operations
Comparison of 2000 to 1999

              Net sales  increased  $8.1 million or 2% to $451.5  million for the year ended  December 31, 2000  compared to $443.4  millionduring 1999.  KWS and  Universal  added $17.8  million to sales during the year ended  December  31, 2000.  Morgan's  sales were $235.3million  compared to sales of $257.7 million the prior year.  Sales at Morgan's  Advanced  Handling  Systems (AHS)  Division  decreased$5.9  million or 90% during the year ended  December 31, 2000 because of the loss of the  supplier of its  principal  product.  For theyear 2000,  Morgan's  unit  shipments  decreased 16% to 27,700  units,  including a 1900 unit or 38% unit  decrease in consumer  rentalshipments.  Shipments  in the last  quarter of 2000  declined  27% in response to the slowing  overall  economic  climate.  TAG's salesincreased  $2.6  million or 2% to $135.0  million due to a 1% increase in unit  shipments  and  slightly  more  favorable  pricing on achanged  product mix.  EFP's sales  decreased 9% to $33.9  million  during 2000  compared to $37.0  million  during 1999,  sales in thefourth  quarter  of 2000  decreased  26%  compared  to the same  period of 1999.  Sales of the MIC  Group  component  of the  SpecialtyManufacturing  Group  increased  $13.9  million or 83% during the 2000 period as a result of increased  demand for products used in theexploration and production of oil and gas.

              Morgan's backlog at December 31, 2000 was $38.7 million  compared to $70.3 million at December 31, 1999,  reflecting a generalreduction in orders from  Morgan's  major  customers.  Backlog at EFP was $2.2 million at December 31, 2000 compared to $3.4 million atDecember 31, 1999, the sale of Astro pattern eliminated $0.6 million of backlog.  Specialty  Manufacturing  Group's backlog at December31, 2000 was $15.3 million  including a combined  backlog of $3.0 million for KWS and Universal.  MIC Group's backlog was $12.3 millionat December 31, 2000 compared to $6.1 million at the end of 1999.

              Cost of sales  increased 3% to $371.6  million for the year ended December 31, 2000 compared to $362.5  million,  during 1999.Gross  profit  decreased  1% to $79.9  million (18% of net sales)  during 2000  compared to $80.9  million (18% of net sales) for 1999.Gross profit  declined  24% or $5.0  million to $16.7  million (17% of net sales)  during the fourth  quarter  ended  December 31, 2000compared to $21.7 million (20% of net sales) during the same period in 1999.  Gross profit at Morgan  decreased  $12.8 million to $26.9million or 11% of sales during the year ended  December 31, 2000  compared to $39.7  million or 16% of sales during 1999.  During 2000,Morgan incurred  increased labor and overhead costs relative to sales and in response to declining  sales,  reduced its total headcountby 30% during the last six months of the year.  TAG's gross  profit for the year ended  December  31, 2000  increased  $1.7  million or6%.  Although  partially  reduced by start up costs  associated  with the new polymer  based tonneau  product,  TAG's gross profit as apercent of sales  remained 24% during the 2000 and 1999  periods.  Gross profit  decreased to 18% of sales at EFP from 21% during 1999,resulting  primarily  from lower  overhead  absorption on lower sales in the fourth  quarter of 2000.  EFP has reduced total  headcountapproximately  11% since June 30, 2000.  Specialty  Manufacturing  Group's gross profit increased $11.3 million during 2000 compared to1999.  MIC Group's gross profit  increased  $5.2 million and the operations of KWS and  Universal,  acquired  during the period,  added$6.1  million.  Gross profit at MIC Group  increased to $7.7 million (25% of sales) during 2000 compared to $2.4 million (14% of sales)in 1999 due to significantly improved labor efficiency and improved overhead absorption on higher sales.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
              Selling,  general and  administrative  expenses  increased $3.0 million or 5% to $59.9 million (13% of net sales) for the yearended  December  31,  2000  compared  to  $56.9  million  (13% of net  sales)  during  1999.  The  increase  in  selling,  general  andadministrative  expense was due primarily to combined costs of $3.3 million at KWS and Universal  acquired during the period and a $1.0million increase in selling expense at TAG primarily due to increased delivery costs.

              Operating  income  decreased  17% or $4.0  million to $20.0  million  (4% of net sales) for the year ended  December  31, 2000compared to $24.1 million (5% of net sales) in 1999.  Specialty  Manufacturing  Group's  operating income  increased $6.6 million,  MICGroup's  operating income increased $3.9 million to $3.4 million and KWS and Universal,  together  contributed $2.6 million  subsequentto their being acquired in March 2000.  Morgan's  operating income  decreased $10.6 million for the period.  The decrease was primarilydue to a $4.6 million  decrease in operating  income during the fourth  quarter of 2000 compared to 1999.  Morgan's  sales declined 26%during the fourth  quarter of 2000 and higher labor and overhead costs relative to those lower sales reduced  operating  income.  TAG'soperating  income  increased $0.6 million.  EFP's operating income decreased $1.1 million to $2.2 million (6% of net sales) compared to$3.3 million (9% of net sales) during 1999 on lower sales primarily in the fourth quarter of 2000.

              Interest  expense was $15.1 million for the year ended  December 31, 2000, 9% greater than the $13.8 million  during 1999. Theincrease was due to increased  revolving  credit  borrowings and long-term debt associated  with the  acquisitions of KWS and Universalduring March 2000,  offset by a $0.3 million  decrease in bond  interest as a result of the purchase of $15.0  million of the Company's2004 121/2% Senior Notes during the six months ended June 30, 1999.

              The income tax  provision  for the year ended  December  31, 2000 of $0.3  million or 6.9% of income  before tax differs  fromamounts  computed  based on the  federal  statutory  rates  principally  due to the  Company's  ability to utilize  the  benefit of netoperating loss carryforwards against which valuation allowances had been previously provided.

Comparison of 1999 to 1998

              The  Company  committed  to a plan to dispose of the  majority  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 discussedfurther under the captions  "Discontinued  Operations - TAG Distribution" and "Discontinued  Operations - Lowy Group" and in Note 16 tothe Consolidated Financial Statements.

               Net sales  increased  $62.2 million or 16% to $443.4  million for the year ended December 31, 1999 compared to $381.2 millionduring  1998.  The  increase  was due  primarily  to Morgan  whose sales  increased  30% or $58.9  million.  Unit  shipments  at Morganincreased 24% to 32,953 units,  which include a 32% increase in commercial  product  shipments.  Morgan's  backlog at December 31, 1999was $70.3 million  compared to $83.9 million at December 31, 1998.  TAG sales  increased  $15.6 million or 13% to $132.3 million due toimproved  product mix and a 10%  increase in unit  shipments.  EFP sales  decreased  $1.8 million or 5% mainly due to a decrease in theStyrocast and tooling  products  businesses of $3.3 million  offset by increased  shipments of packaging  products  principally  to theelectronics  industry of $2.2  million.  Backlog at EFP  increased  17% to $3.4 million at December  31, 1999  compared to December 31,J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
1998.  Sales at MIC Group  declined  $10.2  million or 38% due to the  depressed  level of  spending by MIC  Group's  customers  in theoilfield  services  business  during most of 1999. MIC Group'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 14% to $362.5  million for the year ended  December 31, 1999 compared to $317.5  million,  during the 1998period.  Gross profit  increased  27% to $80.9  million (18% of net sales) during 1999 compared to $63.7 million (17% of net sales) for1998.  The gross  profit at Morgan  increased  $17.4  million or 78% to $39.7  million or 15% of sales  compared to 11% of sales during1998. The increase at Morgan is due mainly to increased  production volume and the resulting  improved overhead  absorption.  TAG grossprofit for the year ended  December 31, 1999  increased  $3.9 million or 14% primarily due to higher sales volume.  Although  partiallyreduced by  increased  material  costs,  TAG gross  profit as a percent of sales  remained  approximately  24% during the 1999 and 1998periods.  Gross profit  declined  $1.1  million or 13% at EFP and $2.9  million or 55% at MIC Group during the year ended  December 31,1999 compared to 1998 on lower sales at both subsidiaries.

               Selling,  general and  administrative  expenses increased $2.0 million or 4% to $56.9 million (13% of net sales) for the yearended  December 31, 1999  compared to $54.9  million (14% of net sales)  during 1998.  An  improvement  in expenses as a percentage  ofsales at Morgan  whose  expenses  decreased  11% despite a 30%  increase in sales was offset by  increased  general and  administrativeexpenses at TAG and increased selling expense at MIC Group.

               Operating  income  increased  183% or $15.6 million to $24.1  million (5% of net sales) for the year ended  December 31, 1999compared  to $8.5  million  (2% of net sales) in 1998.  Morgan's  operating  income  increased  $19.6  million  for the  period.  TAG'soperating  income  increased  $0.4 million while the  operating  income at EFP and MIC Group  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 sameperiod in 1998.  Average  borrowings  under the revolving credit facility  decreased by  approximately  46% or $10.9 million during theyear ended December 31, 1999 thereby  reducing  interest by approximately  $1.1 million  compared to 1998. The Company  purchased $15.0million of its Senior Notes during the year ended  December 31, 1999,  which,  because of the  difference  between the interest rate onthe Senior Notes compared to that of the revolving credit facility,  reduced interest expense by approximately  $0.5 million during the1999 period.

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

              The Company  recorded an  extraordinary  gain of $0.2  million,  net of deferred  loan costs of $0.3  million,  related to thepurchase of $15.0 million of its Senior  Notes.  The Company  purchased  the Senior Notes as an investment  and the decision to hold orto sell them will depend upon future market conditions.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESDiscontinued Operations– TAG Distribution
              As a result of continued losses from TAG Distribution,  on April 2, 1998,  management committed to a formal plan to dispose ofthe majority of the  operations  of TAG  Distribution.  Accordingly,  the results of those  operations  of TAG  Distribution  have beenclassified as discontinued in the accompanying  Consolidated  Financial  Statements for the years ended December 31, 1999 and 1998. Theplan of disposal was completed during 1999.

              As a result  of this  plan,  in 1998 the  Company  recorded  a loss on TAG  Distribution's  discontinued  operations  of $12.8million,  net of applicable  taxes.  This net loss was composed of $1.3 million related to losses on operations  prior to April 2, 1998and $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 ofassets over  estimated net realized  value,  each net of applicable  taxes.  Total  proceeds of $4.6 million  realized in 1999 from thedisposal of the business and assets were used to repay borrowings under the Revolving Loan Agreement.
DiscontinuedOperations – Lowy Group
              The operations of Lowy Group have been  classified as  discontinued  in the  Consolidated  Financial  Statements for the yearsended December 31, 1999 and 1998. The Company  completed the disposal of Lowy Group which  comprised its floor covering  segment during1999 with the sale of the operations  and  principally  all of the assets of Lowy  Distribution.  The Company  realized net proceeds ofapproximately  $7.8 million and recorded a gain of  approximately  $57,000  during the year ended  December 31, 1999. The proceeds wereused to pay down  borrowings  under the Revolving Loan  Agreement.  The sale of the Blue  Ridge/Courier  division of Lowy was completedand  effective on August 31, 1998,  resulting in a gain of $6.5  million,  proceeds of $15.8  million were used to pay down  borrowingsduring 1998.
Liquidity andCapital Resources
              Net cash  provided by  operations  for the year ended  December 31, 2000 of $13.0  million  approximated  net cash provided byoperations  during the prior year.  The  decrease  in net income of $4.4  million  during the year 2000  compared to 1999 was offset bychanges in working  capital.  Decreases in the cash flow from  operations at Morgan and EFP were offset by  improvements at TAG and theSpecialty  Manufacturing  Group.  Working  capital at December  31, 2000 was $16.0  million  compared to $19.0  million at December 31,1999.  The decline at December 31, 2000  compared to December  31, 1999 is due  primarily  to a reduction  in accounts  receivable  andinventory at Morgan.

              The ability to borrow  under the  Revolving  Loan  Agreement  depends on the amount of eligible  collateral,  which,  in turn,depends on certain  advance  rates  applied to the value of accounts  receivables  and  inventory.  At March 16, 2001,  the Company hadunused available  borrowing capacity of approximately  $18.3 million under the terms of the Revolving Loan Agreement.  Borrowings underthe Revolving Loan Agreements at December 31, 2000 were $23.9 million compared to $15.3 million at December 31, 1999.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
              Capital  expenditures  for the year ended December 31, 2000 were $12.7 million compared to $8.2 million during the same periodin 1999.  Expenditures  during the year ended  December  31, 2000  included  $4.8  million  made by Morgan to equip two new  productionfacilities, a corporate office and warehouse facility and three new parts and service facilities.

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

              In 1997, the Company's Welshman Industries subsidiary (part of TAG), which is a non-guarantor subsidiary under the terms of the bond indenture,entered into a three-year revolving credit agreement with the Company's revolving credit lender concurrent with the acquisition ofsubstantially all the assets of MTA.  The agreement automatically renewed for a period of one year, effective October 31, 2000.  Theagreement provided for borrowings of up to the lesser of $5.0 million or an amount based on advance rates applied to the totalamounts of eligible accounts receivable and inventories of Welshman.  At December 31, 2000, Welshman had total borrowings ofapproximately $0.9 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 SeniorNotes Indenture  restrict the ability of the Company to dispose of assets,  incur debt, pay dividends,  and undertake certain corporateactivities.

              The Company  believes  that it has  adequate  resources  to meet its working  capital  and  capital  expenditure  requirementsconsistent with past trends and practices.  The Company also believes that its cash balances and the borrowing  availability  under theRevolving Credit Agreement will satisfy the Company's cash requirements for the foreseeable  future,  given its anticipated  additionalcapital expenditure and working capital requirements and its known obligations.
ManagementChanges
              Stephen  Magee has submitted his  resignation,  effective  April 30, 2001,  as Executive  Vice  President and Chief  FinancialOfficer of the  Company.  He has agreed to remain a member of the Board of Directors  and assume the role of Chairman of the  Company'sAudit Committee.  Mr. Magee will be replaced by R. Dean Ayers,  46, who will become a Vice President of the Company  effective April 2,2001 and will assume the responsibilities of Chief Financial Officer on May 1, 2001.

              Kurt Kamm resigned from the Company's Board of Directors  effective  December 31, 2000,  citing personal  conflicts with otherbusiness interests.
Other Matters
              The Company is  significantly  leveraged  and had a $3.5  million  stockholder's  deficit at December  31, 2000  compared to adeficit of $8.0 million at December 31, 1999.  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 hastwo customers  accounting for 24% of 2000  consolidated  net sales.  The combination of these factors,  which are outside the Company'scontrol, cause it to be subject to changes in economic trends and new business developments.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
              The Company had net operating  loss  carryforwards  of  approximately  $20.9 million for U.S.  federal  income tax purposes atDecember 31,  2000,  which,  if not  utilized,  will begin to expire in 2004.  The  Company had a  valuation  allowance  related to netoperating  loss  carryforwards  of $-0- and $2.2  million as of December  31, 2000 and 1999,  respectively.  During  2000,  the Companyrealized tax benefits of $2.2 million from utilizing net operating loss  carryforwards for which deferred tax valuation  allowances hadbeen previously established resulting in a corresponding reduction in income tax expense.

              Historically,  inflation has not  materially  affected the Company's  business,  although raw materials and general  operatingexpenses,  such as  salaries  and  employee  benefits,  are  subject to normal  inflationary  pressures.  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 hazardousmaterials  alleged to have been handled or disposed of at two Federal  Superfund  sites in Pennsylvania  and one in Kansas.  Although aprecise  estimate of  liability  cannot  currently  be made with  respect to these sites based upon  information  known to Morgan,  theCompany  currently  believes that it's  proportionate  share, if any, of the ultimate costs related to any necessary  investigation andremedial work at those sites will not have a material  adverse effect on the Company.  To date, the Company's  expenditures  related tothose sites have not been significant.

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

              ISO 9000 and QS 9000 are internationally  recognized  certifications regarding production practices and techniques employed inmanufacturing  processes.  Morgan at its largest plant and  headquarters in Morgantown,  Pennsylvania and its plant in Texas, MIC Groupand EFP at its facilities in Indiana and Alabama,  have obtained  certification.  The implementation of this standard is in recognitionof the  international  nature of a number of MIC Group's  customers as well as being  reflective  of the high  precision  nature of theservices of both  companies.  The Raider  subsidiary  of TAG has plans to implement  the standard as does 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 Companyhave 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 Mr.Poindexter and Mr. Magee,  the Company's  Executive Vice President and Chief Financial  Officer.  The Company charges the  Subsidiariesfor 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 effectsof potential  changes in these market risks are discussed  below. The sensitivity  analyses  presented do not consider the effects thatsuch adverse changes may have on overall economic  activity,  nor do they consider  additional  actions management may take to mitigateJ.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
the Company's  exposure to such changes.  Actual  results may differ.  See the Notes to the  Consolidated  Financial  Statements  for adescription of the Company's accounting policies and other information related to these financial instruments.Interest Rates
              *Variable-Rate  Debt.* As of December 31, 2000, the Company had approximately  $23.9 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 PrimeInterest  Rate or London  Interbank  Overnight  Rate  (LIBOR).  Which  rate used is  determined  at the  Company's  option.  The amountoutstanding  under this revolving  credit facility will fluctuate  throughout the year based upon working capital  requirements.  Basedupon the $23.9  million  outstanding  under the  revolving  credit  facilities at December 31, 2000, 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 withoutpenalties and lower overall cost as compared with fixed-rate borrowings.

              *Fixed-Rate  Debt.*  As of December 31, 2000 and 1999,  the Company had $85.0  million of 121/2% Senior  Notes,  long-term  debt,outstanding,  with an estimated fair value of  approximately  $77.4 million and $81.6 million based upon their publicly traded value atDecember  31,  2000 and  1999,  respectively.  Market  risk,  estimated  as the  potential  increase  in fair  value  resulting  from ahypothetical  1.0% decrease in interest rates, was  approximately  $2.1 million as of December 31, 2000 and $2.8 million as of December31, 1999.
ForeignCurrency
     Raider  Industries,  a subsidiary of TAG, has two manufacturing  plants in Canada,  which generated  revenues of approximately$17.7  million  during the year ended  December  31,  2000.  The  functional  currency of Raider  Industries  is the  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,  aweakening of the United States Dollar in relation to the Canadian  Dollar may have the effect of decreasing  Raider  Industries'  grossmargin, 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 thePrivate  Securities  Litigation  Reform Act of 1995.  Investors are cautioned that such  forward-looking  statements  involve risks anduncertainties  including  without  limitation,  the  following:  (1) the Company's  plans,  strategies,  objectives,  expectations  andintentions are subject to change at any time at the discretion of the Company;  (2) other risks and  uncertainties  indicated from timeto time in the Company's filings with the Securities and Exchange Commission.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIESItem 8. Financial Statements and Supplementary DataIndex to Financial Statements:........................................ PageReport of Independent Auditors........................................     23Consolidated Balance Sheets as of December 31, 2000 and 1999..........     24Consolidated Statements of Operations for the years ended         December 31, 2000, 1999 and 1998.............................     25Consolidated Statements of Cash Flows for the years ended         December 31, 2000, 1999 and 1998.............................     26Consolidated Statements of Stockholder's Deficit for the years         Ended December 31, 2000, 1999 and 1998........................    27Notes to Consolidated Financial Statements.............................    28REPORT OF INDEPENDENT AUDITORS
Board of Directors and StockholderJ.B. Poindexter & Co., Inc.

We have audited the accompanying  consolidated balance sheets of J.B. Poindexter& Co.,  Inc. and  subsidiaries  as of December 31, 2000 and 1999 and the relatedconsolidated statements of operations, stockholder's deficit, and cash flows foreach of the three years in the period ended December 31, 2000.  These  financialstatements   are  the   responsibility   of  the   Company's   management.   Ourresponsibility  is to express an opinion on these financial  statements based onour audits.

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

In our opinion, theconsolidated financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of J.B. Poindexter &Co., Inc. and subsidiaries at December 31, 2000 and 1999, and the consolidatedresults of their operations and their cash flows for each of the three years inthe period ended December 31, 2000, in conformity with accounting principlesgenerally accepted in the United States. 
ERNST & YOUNG LLP
March 27, 2001Houston, Texas
                  J.B. POINDEXTER and CO., INC. AND SUBSIDIARIES                           CONSOLIDATED BALANCE SHEETS                             (Dollars in thousands)                                     ASSETS                                                                    December 31, 20001999Current assetsRestricted cash ..............................................   $ 2,345   $   997Accounts receivable, net of allowance for doubtful accounts of         $918 and $1,121, respectively .......................    33,495    33,114Inventories, net .............................................    32,749    37,774Deferred income taxes ........................................     2,324     2,307Prepaid expenses and other ...................................     1,649       829                                                                 -------   -------              Total current assets ...........................    72,562    75,021Property, plant and equipment, net ...........................    49,976    37,332Goodwill, net ................................................    19,143    14,711Deferred income taxes ........................................     2,897     5,229Other assets .................................................     4,048     4,418                                                                --------  --------Total assets ................................................   $148,626  $136,711                                                                ========  ========                      LIABILITIES AND STOCKHOLDER'S DEFICITCurrent liabilitiesCurrent portion of long-term debt ...........................    $ 3,301   $   576Borrowings under the revolving credit facilities ............     23,892    15,286Accounts payable ............................................     15,281    21,792Accrued compensation and benefits ...........................      6,515     9,388Accrued income taxes ........................................       --         910Other accrued liabilities ...................................      7,570     8,031                                                                 -------  ---------Total current liabilities ...................................     56,559    55,983                                                                 -------  ---------Noncurrent liabilitiesLong-term debt, less current portion ........................     91,405    85,404Employee benefit obligations and other ......................      4,174     3,347                                                                 -------  ---------Total noncurrent liabilities ................................     95,579    88,751                                                                 -------  ---------Commitments and contingenciesStockholder's deficitCommon stock and paid-in capital ............................     16,486    16,486Cumulative other elements of comprehensive income ...........       (432)     (316)Accumulated deficit .........................................    (19,566)  (24,193)                                                                --------- ---------Total stockholder's deficit .................................     (3,512)   (8,023)                                                                --------- ---------Total liabilities and stockholder's deficit .................   $148,626  $136,711                                                                ========= ========= The accompanying notes are an integral part of these consolidated financial statements.                                                 J.B. POINDEXTER and CO., INC. AND SUBSIDIARIES                                                     CONSOLIDATED STATEMENTS OF OPERATIONS                                                 (Dollars in thousands except per share amounts)                                                                                                Year Ended December 31,200019991998Net sales ..........................................................            $ 451,520            $ 443,429            $ 381,185Cost of sales ......................................................              371,611              362,492              317,469                                                                                ---------            ---------            ---------Gross profit .......................................................               79,909               80,937               63,716Selling, general and administrative expense ........................               59,892               56,882               54,886Closed and excess facility costs ...................................                 --                   --                    335                                                                                ---------            ---------            ---------Operating income ...................................................               20,017               24,055                8,495Interest expense ...................................................               15,050               13,822               15,695                                                                                ---------            ---------            ---------Income (loss) from continuing operations before     income taxes and extraordinary gain ...........................                4,967               10,233               (7,200)Income tax provision ...............................................                  340                1,487                  744                                                                                ---------            ---------            ---------Income (loss) from continuing operations before    extraordinary gain .............................................                4,627                8,746               (7,944)Income (loss) from discontinued operations,         net of applicable taxes ...................................                 --                     57               (4,209)Extraordinary gain on purchase of Senior Notes,         net of income tax expense of $0 ...........................                 --                    198                 --                                                                                ---------            ---------            ---------Net income (loss) .............................................                 $   4,627            $   9,001            $ (12,153)                                                                                =========            =========            =========                       The accompanying notes are an integral part of these consolidated financial statements.                                                         J.B. POINDEXTER and CO., INC. AND SUBSIDIARIES                                                             CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                    (Dollars in thousands)                                                                                        Year Ended December 31, 200019991998Net income (loss) ..................................................       $  4,627        $  9,001        $(12,153)Adjustments to reconcile net income (loss) to net      cash provided by operating activities:  Depreciation and amortization ....................................         11,549          11,080          11,535  Provision for write-down of assets of       discontinued operations .....................................           --              --             5,505  Gain on sale of discontinued operations ..........................           --               (57)         (6,529)  Extraordinary gain on purchase of Senior Notes ...................           --              (198)           --  Closed and excess facility costs .................................           --              --                47  Non-cash provision for excess and obsolete inventory .............          1,337           1,926           1,196  (Gain) loss on sale of property, plant and equipment .............           (219)             64              23  Deferred federal income tax provision ............................           (223)           --              --  Other ............................................................           (148)            (38)           (801)Change in assets and liabilities, net of the      effect of acquisitions:  Accounts receivable ..............................................          2,777          (5,991)          2,093  Inventories ......................................................          5,547          (5,736)             10  Prepaid expenses and other .......................................           (716)            (97)           --  Accounts payable .................................................         (7,111)          3,823           7,765  Accrued income taxes .............................................         (1,054)            247             297  Other accrued liabilities ........................................         (3,346)         (1,125)          2,757                                                                            --------        --------        --------      Net cash provided by operating activities ....................         13,020          12,899          11,745                                                                            --------        --------        --------Cash flows provided by (used in) investing activities:  Purchase of businesses, net of cash acquired .....................        (14,552)           (368)           --  Proceeds from disposition of business, property, plant      and equipment ................................................          1,162          13,210          16,164  Acquisition of property, plant and equipment .....................        (12,681)         (8,195)         (6,226)  Other ............................................................             88              25             397                                                                            --------        --------        --------      Net cash provided by (used in) investing activities ..........        (25,983)          4,672          10,335                                                                            --------        --------        --------Cash flows provided by (used in) financing activities:  Net (payments) proceeds of revolving lines of      credit and short term debt ...................................          8,606          (3,147)        (21,758)  Proceeds from long-term debt and capital leases ..................          8,790            --              --  Payments of long-term debt and capital leases ....................         (3,085)        (15,621)         (1,319)                                                                            --------        --------        --------      Net cash provided (used in) financing activities .............         14,311         (18,768)        (23,077)                                                                            --------        --------        --------           Increase (decrease) in restricted cash ..................          1,348          (1,197)           (997)Restricted cash beginning of period ................................            997           2,194           3,191                                                                            --------        --------        --------Restricted cash end of period ......................................       $  2,345        $    997        $  2,194                                                                            ========        ========        ========                        The accompanying notes are an integral part of these consolidated financial statements.                                                        J.B. POINDEXTER and CO., INC. AND SUBSIDIARIES                                                     CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT                                                   FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 and 1998                                                       (Dollars in thousands, except share amounts)                                                                                                    Cumulative                                           Shares of          Common                              Other Elements                                            Common            Stock and        Accumulated        of Comprehensive                                           Stock            Paid-in Capital     Deficit               Income            Total                                       --------------     -----------------  ----------------  --------------------     ------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)     Net income ......................           --                --               4,627               --               4,627     Translation adjustment ..........           --                --                --                (116)              (116)                                                                                                                       --------     Comprehensive income ............           --                --                --                 --               4,511                                              --------          --------          --------           --------          --------December 31, 2000 ....................          3,059          $ 16,486          $(19,566)         $   (432)          $ (3,512)                                              ========          ========          ========           ========          ========                          The accompanying notes are an integral part of these consolidated financial statements.
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  principally  in North  America.  JBPCO and the  Subsidiaries  are  controlled by John B.Poindexter.

     ***Morgan Trailer Manufacturing Co. (“Morgan”)*** Manufactures truckbodies for dry freight and refrigerated vans (excluding those made for pickuptrucks and tractor-trailer trucks). Its customers include rental companies,truck dealers and companies that operate fleets of delivery vehicles. 

     ***Truck Accessories Group, Inc. (“TAG”)***Manufactures pickuptruck “caps” and tonneau covers, which are fabricated enclosures thatfit over the open beds of pickup trucks, converting the beds into weatherproofstorage areas. 

            TAG includes *Leer, Gem Top, 20th Century Fiberglass (Century),  and Raider Industries Inc. (Raider).*  TAG also includes *WelshmanIndustries, Inc.,* which does business as *Midwest Truck Aftermarket (MTA).*

     ***Specialty Manufacturing Group (“SMG”)****MIC Group (“MICGroup”),* Manufacturer, investment caster and assembler of precisionmetal parts for use in the worldwide oil and gas exploration, aerospace andgeneral industries. *KWS Manufacturing, Inc. (“KWS”)* wasacquired on March 8, 2000 and designs and fabricates bulk handling equipment and*Universal Brixius, Inc. (“Universal”)*acquired March 17, 2000is a diversified, high volume contract machining company. 

     ***EFP Corporation (“EFP”)*** Molds and markets expandable foamproducts which are used as casting patterns, packaging, shock absorbing andmaterials handling products primarily by the automotive, electronics, furniture,appliance and other industries. It also manufactures products used as thermalinsulators.
2. Summary ofSignificant Accounting Policies:
     *Principles of Consolidation.*The consolidated financial statements have been preparedin accordance with accounting principles generally accepted in the UnitedStates. All intercompany accounts and transactions have been eliminated inconsolidation.

     *Restricted Cash.* At December 31, 2000 and 1999, substantially all of the Company’scash is restricted pursuant to the terms of the revolving credit facility (SeeNote 6). 

     *Accounts Receivable.*Accounts receivable are stated net of an allowance for doubtfulaccounts of $918,000 and $1,121,000 at December 31, 2000 and 1999, respectively.During the years ended December 31, 2000, 1999 and 1998, the Company charged toexpense, $50,000, $487,000 and $259,000, respectively, as a provision fordoubtful accounts and deducted from the allowance $253,000, $97,000and $954,000, 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 undercapital leases, are stated at cost. The cost of property under capital leasesrepresents the present value of the future minimum lease payments at theinception of the lease. Depreciation and amortization is computed by using thestraight-line method over the estimated useful lives of the applicable assets.The cost of maintenance and repairs is charged to operating expense as incurredand the cost of major replacements and significant improvements is capitalized. 

            *Advertising  Expense.* The Company expenses  advertising costs as incurred.  During the years ended December 31, 2000, 1999 and1998, advertising expense was approximately $2,487,000, $2,031,000 and $1,136,000, respectively.

     *Income Taxes.*The Company accounts for income taxes under the provisions ofStatement of Financial Accounting Standards (SFAS) No. 109. Under SFASNo. 109, deferred tax assets and liabilities are computed based on thedifference between the financial statement and income tax bases of assets andliabilities using the enacted tax rates. 

     *Revenue Recognition.* The Company adopted Staff Accounting Bulletin 101 (“SAB101”) “Revenue Recognition in Financial Statements” effectiveJanuary 1, 2000 with no significant effect. Revenue is recognized upon shipmentof the product to customers, except for Morgan where revenue is recognized whentitle transfers to the customer upon final body assembly, quality inspection andcustomer notification. The Company classifies amounts billed to customersrelated to shipping and handling as revenue. The costs associated with theshipping and handling revenue are included in cost of sales except for costs of$11,865,000, $11,098,000 and $9,858,000, incurred by TAG, which are included inSelling, General and Administrative expense for each of the years ended December31, 2000, 1999 and 1998, respectively.

     *Use of Estimates.*The preparation of financial statements in conformity withaccounting principles generally accepted in the United States requiresmanagement to make estimates and assumptions that affect the reported amounts ofassets and liabilities and disclosure of contingent assets and liabilities atthe date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from thoseestimates. 

     *Recently Issued Accounting Standards.*In June 1998, the Financial AccountingStandards Board (FASB) issued SFAS No. 133, *Accounting for DerivativeInstruments and Hedging Activities*, which, as amended by SFAS No. 137,*Accounting for Derivative Instruments and Hedging Activities – Deferralof the Effective Date of FASB Statement 133*, is required to be adopted infiscal years beginning after June 15, 2000. Because of the Company’slimited use of derivatives, management does not anticipate that the adoption ofthe new statement will have a significant effect on earnings or the financialposition of the Company. 
3. SegmentData:
     TheCompany operates and manages its subsidiaries within the four separate businesssegments described in Note 1. The Company evaluates performance and allocatesresources based on the operating income of each segment. The accounting policiesof the reportable business segments are the same as those described in thesummary of significant accounting policies. The following is a summary of thebusiness segment data for the years ended December 31, 2000, 1999 and 1998(dollars in thousands): 
Net Sales                                                                     2000                    1999                  1998                                                                           ------------            ----------           -----------Morgan ........................................................             $ 235,340              $ 257,673              $ 198,764TAG ...........................................................               134,992                132,354                116,765Specialty Manufacturing Group .................................                48,368                 16,685                 26,858EFP ...........................................................                33,798                 36,955                 38,798Inter Segment Eliminations ....................................                  (978)                  (238)                  --                                                                            ---------              ---------              ---------Net Sales .....................................................             $ 451,520              $ 443,429              $ 381,185                                                                            =========              =========              =========Operating Income (Loss)Morgan ........................................................             $  11,249              $  21,824              $   2,265TAG ...........................................................                 4,523                  3,919                  3,498Specialty Manufacturing Group .................................                 6,012                   (544)                 1,542EFP ...........................................................                 2,194                  3,321                  3,971JBPCO (Corporate) .............................................                (3,961)                (4,465)                (2,781)                                                                            ---------              ---------              ---------Operating Income ..............................................             $  20,017              $  24,055              $   8,495                                                                            =========              =========              =========Depreciation and Amortization ExpenseMorgan ........................................................             $   2,188              $   2,544              $   2,290TAG ...........................................................                 4,680                  5,003                  4,540Specialty Manufacturing Group .................................                 2,524                    858                    944EFP ...........................................................                 1,659                  1,683                  1,684JBPCO (Corporate) .............................................                   498                    741                  1,039Discontinued operations .......................................                  --                      251                  1,038                                                                            ---------              ---------              ---------Depreciation and Amortization Expense .........................             $  11,549              $  11,080              $  11,535                                                                            =========              =========              =========Total Assets ..................................................                  2000                   1999                   1998                                                                            ---------              ---------              ---------Morgan ........................................................             $  61,798              $  67,229              $  57,173TAG ...........................................................                45,240                 45,478                 41,565Specialty Manufacturing Group .................................                28,547                  8,493                  9,078EFP ...........................................................                11,216                 13,604                 16,233JBPCO (Corporate) .............................................                 1,825                  1,907                  4,702Net assets of discontinued operations .........................                  --                     --                    9,049                                                                            ---------              ---------              ---------Identifiable Assets ...........................................             $ 148,626              $ 136,711              $ 137,800                                                                            =========              =========              =========Capital Expenditures                                                           2000                   1999                    1998                                                                             ---------              ---------              ---------Morgan ........................................................               $ 7,376                $ 2,505                $ 2,560TAG ...........................................................                 4,002                  3,426                  1,910Specialty Manufacturing Group .................................                   865                    401                    392EFP ...........................................................                   395                  1,786                    510JBPCO (Corporate) .............................................                    43                     67                     27Discontinued operations .......................................                  --                       10                    827                                                                               -------                -------                -------Capital Expenditures ..........................................               $12,681                $ 8,195                $ 6,226                                                                               =======                =======                =======
              Effective  June 30, 2000,  the  operations  of Gem Top,  which  manufactures  and  distributes  light truck caps  primarily tocommercial  customers,  were  transferred  from  Morgan to TAG.  The  financial  results and  comparisons  for Morgan and TAG have beenrestated to reflect the transfer of Gem Top.

              Net sales included  $4,556,000 and $13,149,000 in 1999 and 1998,  respectively,  from  intercompany  sales to the distributionoperations of TAG, which have been  classified as discontinued  operations for those periods.  As a result,  operating  income for 1999and  1998  included  approximately  $989,000  and  $2,920,000,  respectively,  related  to  profits  on  these  sales.  Since  the  TAGDistribution's  results of operations were classified as discontinued,  the intercompany sales do not eliminate on a line item basis inthe  accompanying  consolidated  statement  of  operations  for the 1999 and 1998  periods.  However,  on a  consolidated  basis,  suchintercompany 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 is included inoperating income for the period, including $47,000 of non-cash charges related to the write-down of assets.

              Morgan has two customers  (truck leasing and rental  companies)  that accounted for, on a combined basis,  approximately  47%,53% and 49% of Morgan's net sales during 2000, 1999 and 1998,  respectively.  EFP has three customers in the electronics  industry thataccounted for approximately  28%, 26% and 37% of EFP's net sales in 2000, 1999 and 1998,  respectively.  Sales related to the SpecialtyManufacturing  Group are concentrated  with  international oil field service  companies,  with one customer in 2000, 1999 and 1998 thataccounted for approximately 29%, 51% and 57% of Specialty Manufacturing Group's net sales, respectively.

              The Company's  operations are located  principally in the United States.  However,  Raider is located in Canada and Acero-Tec,S.A. de C.V., a subsidiary of Morgan,  is located in Mexico.  Long-lived  assets  relating to these foreign  operations were $4,735,000and $5,087,000 at December 31, 2000 and 1999, respectively. Consolidated net sales include $12,541,000,$12,521,000 and $11,118,000 in 2000, 1999 and 1998, respectively, tocustomers outside the United States. 
4.  Inventories:   Consolidated net inventories consist of the following (dollars in thousands):                                                               December 31,                                                           -------------------                                                          2000             1999                                                       --------         --------        Raw Materials ......................           $22,444           $24,990        Work in Process ....................             6,176             5,296        Finished Goods .....................             4,129             7,488                                                       -------           -------         Total Inventory ...................           $32,749           $37,774                                                       =======           =======
             Inventories  are stated net of an allowance  for  shrinkage,  excess and obsolete  inventory of  $2,242,000  and  $2,484,000 atDecember 31, 2000 and 1999,  respectively.  During the years ended  December 31, 2000,  1999 and 1998,  the Company  charged to expense$1,337,000,  $1,926,000 and $1,196,000,  respectively, as a provision for excess and obsolete inventory and deducted from the allowance$1,579,000, $707,000 and $783,000, respectively, for write-offs of excess and obsolete inventory.
5.       Long Lived Assets        Property, plant and equipment, as of December 31, 2000 and 1999, consisted of the following (dollars in thousands):                                                                         Range of Useful Lives        2000                    1999                                                                         ---------------------       -------               ---------                                                                                in years                                                                             -------------Land ................................................................             --               $   3,430              $   3,421Buildings and improvements ..........................................             5-25                21,241                 19,326Machinery and equipment .............................................             3-10                67,835                 56,092Furniture and fixtures ..............................................             2-10                12,617                 10,406Transportation equipment ............................................             2-10                 3,257                  3,185Leasehold improvements ..............................................             3-10                 4,944                  3,634Construction in progress ............................................             --                   4,927                  2,409                                                                                                   ---------              ---------                                                                                                     118,251                 98,473Accumulated depreciation and amortization ...........................                                (68,275)               (61,141)                                                                                                   ---------              ---------Property, plant and equipment, net ..................................                              $  49,976              $  37,332                                                                                                   =========              =========
             Depreciation expense was $9,679,000, $8,625,000 and $8,215,000 for the years ended December 31, 2000, 1999 and 1998,respectively.

             Other assets and goodwill as of December 31, 2000 and 1999, consist of the following (dollars in thousands):
                                                      2000                                               1999                                      -------------------------------------             -------------------------------------                                   Amortization      Accumulated        Net Book             Accumulated       Net Book                                 Period in Years    Amortization         Value               Amortization        Value                             ---------------------  -------------      -----------           -------------    -----------Other Assets: Cash surrender value of   life insurance ..................  --               $  --            $ 1,932                $  --            $ 1,969 Agreements not-to-compete .........  3-6               2,030               147                  1,777              400 Debt issuance costs and other .....  3-10              3,976             1,969                  3,476            2,049                                                      -------           -------                -------          -------Total ..............................                  $ 6,006           $ 4,048                $ 5,253          $ 4,418                                                      =======           =======                =======          =======Goodwill ........................... 20-40            $10,101           $19,143                $ 8,967          $14,711                                                      =======           =======                =======          =======
              Goodwill is being amortized on a straight-line  basis over forty years for Morgan,  twenty-five years for TAG and 20 years forthe Specialty Manufacturing Group.

              The  Company  records  impairment  losses on  long-lived  assets,  including  goodwill,  used in  operations  when  events andcircumstances  indicate that the assets may be impaired and the  undiscounted  cash flows estimated to be generated by those assets areless than the carrying amounts of those assets.
6.         Revolving Credit Agreements:
             Amounts outstanding under the Revolving Credit Agreement as of December 31, 2000 and 1999 were (in thousands):
                                                         2000            1999                                                         ----            ----JBPCO Revolver(Weighted average interest rate of 9.2%).......        $22,794        $14,485Welshman Revolver(Weighted average interest rate of 14.8%)......          1,098            801                                                       -------        -------Total .........................................        $23,892        $15,286                                                       =======        =======
        The Company's  Revolving Loan Agreement,  which expires on March 31, 2003, allows the Company to borrow funds and provides forthe  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 theSubsidiaries.  The  advance  rates vary by  subsidiary  and range  between  80% and 85% for  receivables  and 60% forinventory.  The  Revolving  Loan  Agreement  provides for  borrowing  at variable  rates of  interest,  based on either  LIBOR  (LondonInterbank  Offered  Rate,  6.7% at December  31,  2000) or U.S.  prime rate (9.5% at December 31,  2000).  Interest is payable  monthlyincluding a fee of one-half of one percent on a portion of unused  borrowing  availability.  The  Subsidiaries  are  guarantors of thisindebtedness,  and inventory and  receivables  are pledged under the Revolving  Loan  Agreement.  At December 31, 2000, the Company hadtotal  borrowings  of  $22,794,000,  and letters of credit of  $3,500,000  outstanding  pursuant to the Revolving  Loan  Agreement.  AtDecember 31, 2000, the Company's unused available borrowing under the Revolving Loan Agreement totaled approximately $10,439,000.
      The Revolving Loan Agreement  contains  provisions  allowing the lender to accelerate debt repayment upon the occurrence of anevent the lender  determines to represent a material  adverse  change.  Accordingly,  balances  outstanding  under the  Revolving  LoanAgreement are  classified as current  liabilities.  The Revolving  Loan Agreement also contains  restrictive  covenants,  which,  amongother  things,  restrict the ability of the Company to dispose of assets,  incur debt and restrict  certain  corporate  activities.  AtDecember 31, 2000,  the Company was in  compliance  with all  covenants of the  Revolving  Loan  Agreement.  At December 31, 2000,  theCompany was  prohibited  from paying  dividends  under the terms of the Revolving  Loan  Agreement.  Additionally,  the Company's  cashbalance is restricted under the terms of the Revolving Loan Agreement.

              Welshman  Industries is a  non-guarantor  of the Company's  Senior Notes (See Note 7) and is not a Subsidiary  Guarantor underthe 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 $5,000,000or an amount based on advance  rates applied to the total  amounts of eligible  accounts  receivable  and  inventories  due October 27,2000. At December 31, 2000,  Welshman  Industries had total borrowings of $857,000 and unused  available  borrowing  capacity  totalingapproximately $378,000.
7. Long-termdebt and Note Offering:
             Long-term debt as of December 31, 2000 and 1999 consists of the following (Dollars in the table in thousands):
                                                                          2000          1999                                                                          ----          ----JBPCO:        12 1/2% Senior Notes due 2004.............................     $ 85,000      $ 85,000                                                                       --------      --------TAG:        Note payable, due November 1, 2002, quarterly principal           payments of $27,643 plus interest at 9%.................         203           307        Note payable, due June 15, 2000, monthly principal payments           of $26,666 plus interest at U.S. prime..................         -             160        Obligations under various non-compete agreements...........         180           507        Obligations under capital leases...........................         -               6                                                                       --------      --------                                                                            383           980                                                                       --------      --------Specialty Manufacturing Group:        Term loan, due March 31, 2007, monthly payments of $25,476           plus interest at U.S. prime plus1/2% (10% at           December 31, 2000)......................................       1,843          -        Cash Flow loan, due March 31, 2002, monthly payments           of $60,417 plus interest at U.S. prime plus 1%           (10.5% at December 31, 2000)............................         967          -        Term loan, due March 31, 2007, monthly payments of $38,095           plus interest at U.S. prime plus1/2%           (10% at December 31, 2000)..............................       2,857          -        Cash Flow loan, due March 31, 2002, monthly payments           of $55,555 plus interest at U.S. prime plus 1%            (10.5% at December 31, 2000)...........................       1,500          -        Seller's Note payable, due March 31, 2003, quarterly payments           of $239,583 plus interest at U.S. prime           (91/2% at December 31, 2000)............................       2,156          -                                                                        -------      --------                                                                          9,323          -                                                                        -------      --------     Total long-term debt      ....................................      94,706        85,980      Less current portion     ....................................       3,301           576                                                                        -------      --------      Long-term debt, less current portion..........................    $91,405      $ 85,404                                                                        =======      ========
              The Senior Notes Indenture contains restrictive covenants,  which, among other things,  restrict the ability of the Company todispose of assets,  incur debt and restrict  certain  corporate  activities.  At December 31, 2000, the Company was in compliance  withall covenants of the Senior Notes  Indenture.  Under the terms of the Senior Notes  Indenture,  proceeds in excess of  $2,000,000  fromthe sale of  assets,  including  the  stock of the  Company's  subsidiaries,  are  required  to be used to repay  borrowings  under theRevolving Loan  Agreement.  Proceeds in excess of amounts  outstanding  under the Revolving Loan Agreement may be re-invested in assetsof the Company  within one year of the asset sale. At December 31, 2000,  the Company was prohibited  from paying  dividends  under theterms of the Senior Notes Indenture.

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

              The  Company's  obligations  under the term  loans due  March 31,  2007 are  secured  by liens  upon the  property  of KWS andUniversal  granted to the lender.  MIC Group  acquired  100% of the stock of  Universal  effective  March 17,  2000 (See Note 13).  Thestock of Universal is pledged to the seller to secure the Seller's Note due March 31, 2003.

              The Company's  non-guarantor  subsidiaries  are Beltrami Door Company,  Welshman  Industries and  Acero-Tec,  S.A. de C.V. SeeNote 17.

      The  Company  estimates  the fair value of the 12 1/2%  Senior  Notes at  December  31,  2000 and 1999 to be  $77,350,000  and$81,600,000,  respectively  based on their  publicly  traded  value at that date  compared to a recorded  amount of  $85,000,000  as ofDecember 31, 2000 and 1999.

              During the year ended  December 31, 1999,  the Company  purchased  $15,000,000 of its 2004 12 1/2% Senior Notes for an aggregatepurchase  price of  approximately  $14,470,000.  The Company  recorded an  extraordinary  gain on the  purchase of the Senior  Notes ofapproximately  $198,000,  net of related deferred loan costs of $332,000.  The Company's decision to purchase and hold the Senior Notesor to sell the Senior Notes is dependent upon the interest rate arbitrage  between the Senior Notes and borrowings  under the RevolvingLoan  Agreement and market  conditions.  The purchases were made in the open market and the Company does not intend to cancel or redeemthe 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 and thereafter to December 31,  2000, areas follows (dollars in thousands):
2001........................................              $ 3,3012002........................................                2,7632003........................................                1,2322004........................................               85,7632005........................................                  763thereafter..................................                  884                                                          -------                                                          $94,706                                                          =======8. OperatingLeases:
        The Company leases  certain  manufacturing  facilities and equipment  under  noncancelable  operating  leases certain of whichcontain  renewal  options.  The future minimum lease payments for the next five years  subsequent to  December 31,  2000 are as follows(dollars in thousands):
2001........................................             $  8,6422002........................................                7,2032003........................................                5,7622004........................................                4,1962005........................................                2,883
        Total rental expense included in continuing  operations  under all operating leases was $9,206,000,  $7,358,000 and $9,230,000for the years ended December 31, 2000, 1999 and 1998, respectively.
9.Supplemental Cash Flow Information:
              Non-cash  investing  activities  for the year ended  December  31, 2000  included  $2,875,000  related to that  portion of thepurchase price of Universal, See Note 13, evidenced by a promissory note.

              Cash payments for interest were  $14,575,000,  $13,241,000  and  $15,615,000  for the years ended December 31, 2000,  1999 and1998,  respectively.  Cash payments for income taxes,  net, were  $1,400,000,  $1,191,000 and $633,000 for the years ended December 31,2000, 1999 and 1998, respectively.
10. IncomeTaxes:
              The income tax  provision  consists  of the  following  for the years  ended  December 31,  2000,  1999 and 1998  (dollars  inthousands):
                                          2000        1999         1998                                          ----        ----         ----Current: Federal...........................      $ 120      $  192        $  - State.............................        268       1,122          248 Foreign...........................        175         173          496Deferred: Federal...........................       (157)         -            - State.............................        (66)         -            - Foreign...........................         -           -            -                                         -----      ------        -----Income tax provision...............      $ 340      $1,487        $ 744                                         =====      ======        =====
              The following table  reconciles the differences  between the federal  statutory income tax rate and the effective tax rate forthe years ended December 31, 2000, 1999 and 1998 (Dollars in thousands):
                                                      2000                   1999                   1998                                             --------------------     ------------------     --------------------                                                Amount      %           Amount      %           Amount       %                                               -------      -           ------      -           ------       -Tax provision (benefit) at     federal statutory income     tax rate ...............................   1,714      34%         $ 3,480     34%         $(2,710)     34%Valuation allowance .........................  (2,166)    (43)%         (2,963)   (28)           2,397     (33)Goodwill amortization .......................      96       2%              27     --              234      (2)Non deductible expenses .....................      68       1%              83      1               86      (1)State income taxes, net of federal     income tax benefit .....................     111       2%             664      6              167      (2)Intangible asset write-down .................     --        --             --      --              317      (3)Foreign income and withholding     taxes, net of federal benefit ..........     372       7%             114      1              346      (4)Other .......................................     145       4%              82      1              (93)      1                                               -------   -------        -------  -------        -------   -------Provision for income     taxes and effective tax rates .......... $   340       7%         $ 1,487     15%         $   744     (10%)                                               =======   =======        =======  =======        =======   =======
              Deferred income taxes are based on the estimated  future tax effects of differences  between the financial  statements and taxbasis of assets and  liabilities  given the  provisions  of the enacted tax laws.  The net  deferred tax assets and  liabilities  as ofDecember 31, 2000 and 1999 are comprised (dollars in thousands):
                                                            2000           1999                                                            ----           ----Current deferred tax asset:Allowance for doubtful accounts ..................       $  (483)       $  (626)Employee benefit accruals and reserves ...........        (1,044)        (1,109)Warranty liabilities .............................          (240)          (179)Excess facility costs ............................          --             (136)Other ............................................          (557)          (257)                                                         -------        -------Total current deferred tax asset .................        (2,324)        (2,307)                                                         -------        -------Long term deferred tax asset:Tax benefit carryforwards ........................        (8,299)        (9,909)Warranty liabilities .............................        (1,235)        (1,235)Other ............................................          (373)          (677)Intangible write-off .............................          --             (426)Valuation allowance ..............................            45          2,274                                                         -------        -------Total long term deferred tax asset ...............        (9,862)        (9,973)                                                         -------        -------Long term deferred tax liabilities:Depreciation and amortization ....................         5,521          2,839Other ............................................         1,444          1,905                                                         -------        -------Total long term deferred tax liability ...........         6,965          4,744                                                         -------        -------   Net long term deferred tax asset ..............        (2,897)        (5,229)                                                         -------        -------           Net deferred tax asset ................       $(5,221)       $(7,536)                                                         =======        =======
        The net deferred tax asset decreased approximately $2,500,000 due to acquisitions.

              Tax Carryforwards.  The Company has investment tax credit  carryforwards of approximately  $45,000 for U.S. federal income taxpurposes,  which will expire in 2001 if not  previously  utilized.  The Company has recorded a valuation  allowance of $45,000  againstthe investment tax credit  carryforward as the Company believes that the  corresponding  deferred tax asset may not be realizable.  TheCompany has alternative minimum tax credit  carryforwards of approximately  $1,128,000 for U.S. federal income tax purposes,  which maybe carried forward  indefinitely.  The utilization of $817,000 of the alternative  minimum tax credit carryforward is restricted to thetaxable income of one Subsidiary.  The Company has net operating loss  carryforwards  of  approximately  $20,900,000  for U.S.  federalincome tax purposes at December 31,  2000, which if not utilized,  will begin to expire in 2004. The Company had a valuation  allowanceof $-0- and  $2,166,000 as of December 31, 2000 and 1999,  respectively,  against the net operating loss  carryforwards.  The change inthe valuation  allowance is the result of utilizing net operating  losses for which valuation  allowances were previously  established.Management  has  determined  that the  realization  of the  deferred  tax assets  will more  likely than not be realized as a result ofprobable future taxable income and prudent and feasible tax planning strategies.
11.      Common Stock:
              As of  December 31,  2000 and 1999,  there were 100,000  shares  authorized  and 3,059 shares issued and  outstanding of JBPCOcommon stock with a par value of $.01 per share.  JBPCO was  incorporated  in Delaware.  No other  classes of common  stock,  preferredstock or common stock equivalents exist.
12.      Employee Benefit Plans:
*Defined Contribution Plans*

              JBPCO 401(k) Plan.  The  JBPCO-sponsored  401(k)  savings plan allows  participating  employees to contribute  through  salarydeductions  up to 15% of gross  pay and  provided  for  Company  matching  contributions  up to two  percent  of gross  pay as well theopportunity for an annual discretionary  contribution.  Effective January 1, 2001, the Company's matching  contribution  percentage wasincreased to three percent of the first six percent of gross pay.  Vesting in the Company  matching  contribution  is 20% per year overthe first five years. The Company incurred  related expenses of $1,207,393,  $1,161,823 and $1,250,000  during the years ended December31, 2000, 1999 and 1998, respectively.

              Morgan  sponsors a defined  contribution  profit  sharing plan that provides  retirement  benefits  payable in periodic  equalinstallments,  life annuities or in one lump sum payment.  An employee  becomes eligible to participate in the Plan on the first day ofthe plan year nearest the date on which the employee  completes at least six consecutive  months of employment.  Under the terms of theplan agreement,  Morgan at the sole direction of its Board of Directors may elect to make a contribution  to the plan.  Morgan incurredrelated expenses of $185,000, $1,127,000 and $88,000 during the years ended December 31, 2000, 1999 and 1998, respectively.

*Defined Benefit Plans*

              ***Morgan.***Morgan assumed future  sponsorship of the National Steel Service  Centers'  pension plan, a company that ceased doingbusiness and into which Morgan was merged in 1993,  and  continued to make  contributions  to the plan in  accordance  with the fundingrequirements  of the Internal  Revenue  Service.  No further  benefits  have  accrued  subsequent  to February  12, 1992.  The plan wasterminated  effective  December 31, 1999 and the  distribution  of plan assets in satisfaction  of plan  obligations was  substantiallycompleted during 2000.

              Gem Top, a division of TAG, had a defined  benefit plan covering hourly  employees  working at least 1,000 hours per year. Theplan was frozen effective March 31, 1996 and at December 31, 2000 and 1999 plan assets approximated projected benefit obligations.

              The  Company's  funding  policy  for the Gem Top plan is to make the  minimum  annual  contributions  required  by  applicableregulations.  The following table sets forth the funded status and amounts recognized in the Company's  consolidated  balance sheets asof  December 31,  2000 and 1999,  and the  significant  assumptions  used in  accounting  for the defined  benefit  plans.  (dollars inthousands):
                                                            2000         1999                                                            ----         ----Change in benefit obligationBenefit obligation at beginning of year ..........       $ 1,724        $ 3,843Interest cost ....................................            30            244Actuarial gains (losses) .........................          (117)           507Benefits paid ....................................           (18)          (337)Benefit settlements ..............................        (1,116)        (2,533)                                                         -------        -------Benefit obligation at end of year ................       $   503        $ 1,724                                                         -------        -------                                                            2000          1999                                                          -------        ------Change in plan assetsFair value of plan assets at beginning of year.....      $ 2,105        $ 4,544Actual return on plan assets ......................          (17)           496Company contributions .............................           12             11Expenses ..........................................          (25)           (76)Benefits paid .....................................          (18)          (337)Benefit settlements ...............................       (1,116)        (2,533)                                                          -------       -------Fair value of plan assets at end of year ..........          941          2,105                                                          -------       -------Funded status of the plans ........................          438            381Unrecognized actuarial loss .......................          (31)          (102)Unrecognized net gains ............................           --             (9)                                                          -------       -------Prepaid benefit cost ..............................      $   417        $   270                                                          =======       =======                                                              2000        1999                                                            -------     -------Weighted-average assumptionsas of December 31:Discount rate ....................................           6.8%          7.0%Expected return on plan assets ...................           8.0%          8.0%                                                   2000        1999        1998                                                 -------     -------     -------Components of net periodicpension benefitService cost ..................................  $   5      $   5       $   5Interest cost .................................     30        243         253Expected return on plan assets ................    (40)      (345)       (309)Recognized net actuarial (gains)/losses .......     (4)        (5)         (4)Settlement gains ..............................     --        (17)        --                                                  -----      -----       -----Net periodic pension benefit ..................  $  (9)     $(119)      $ (55)                                                  =====      =====       =====13.Acquisitions:KWS ManufacturingCo.
              Effective  March 8,  2000,  MIC  Group  acquired  the stock of KWS.  MIC  Group  paid  approximately  $5,843,000,  net of cashacquired,  in cash for the stock of KWS.  Goodwill  recorded of  $1,276,000  is being  amortized  over 20 years.  The  acquisition  wastreated as a purchase and  revenues and  operating  income from the date of  acquisition  until  December  31, 2000 of  $8,703,000  and$417,000, respectively, were included in the consolidated results of operations for year ended December 31, 2000.
UniversalBrixius, Inc.
              Effective March 17, 2000, MIC Group acquired the stock of Universal.  MIC Group paid  approximately  $11,584,000,  net of cashacquired  for the stock of  Universal,  of which  $8,725,000  was paid in cash.  In  addition,  $2,875,000  of the  purchase  price wasevidenced by a promissory  note payable in 12  consecutive  quarterly  installments  of principal  and interest.  Goodwill  recorded ofapproximately  $4,290,000  is being  amortized  over 20 years.  The  acquisition  was treated as a purchase and revenues and  operatingincome  from the date of  acquisition  until  December  31, 2000 of  $9,120,000  and  $2,213,000,  respectively,  were  included in theconsolidated results of operations for the year ended December 31, 2000.

              The Company's  consolidated  results of operations on a pro forma basis,  as though the  businesses  acquired  during the yearended December 31, 2000 had been acquired on January 1, 1999 were as follows (in thousands, except per share amounts):
                                                        For the Twelve Months                                                           Ended December 31,                                                     ---------------------------                                                           2000            1999                                                           ----            ----Pro forma net sales ................................      $473,998      $464,690Pro forma operating income .........................        23,401        26,540Pro forma income before extraordinary gain .........         6,892        10,955Pro forma net income ...............................         6,892        11,153
              These pro forma  results are  presented  for  informational  purposes  only.  These  results do not purport to show the actualresults,  which would have occurred had the business  combinations  been  consummated  on January 1, 1999, nor should they be viewed asindicative of future  results of operations.  The  allocations of purchase  price to the assets  acquired and  liabilities  assumed hasbeen  initially  assigned and  recorded  based on  preliminary  estimates  of fair value and may be revised as  additional  informationconcerning the valuation of such assets and liabilities becomes available.
14.Commitments and Contingencies:
              ***Claims and  Lawsuits.***  The Company is involved in certain  claims and lawsuits  arising in the normal  course of business.  Inthe opinion of management,  the ultimate  resolution of these matters will not have a material adverse effect on the financial positionor results of operations of the Company.

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

              ***Letters of Credit and Other  Commitments.***The Company had $3,500,000 and $2,910,000 in standby letters of credit  outstandingat December 31, 2000 and 1999, 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 thegeneration of hazardous  materials  alleged to have been handled or disposed of at two Federal  Superfund sites in Pennsylvania and onein Kansas.  Although a precise  estimate of liability  cannot  currently be made with  respect to these sites,  based upon  informationknown to Morgan, the Company currently  believes that it's proportionate  share, if any, of the ultimate costs related to any necessaryinvestigation  and  remedial  work at those  sites will not have a material  adverse  effect on the  Company.  To date,  the  Company'sexpenditures 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 EFPcontain pentane,  which is a volatile  organic  compound  subject to regulation under the Clean Air Act.  Although the Company believesthat it has made sufficient capital  expenditures to maintain  compliance with existing laws and regulations,  future  expenditures maybe 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 healthcare and workers  compensation.  The  Company has  reserves  recorded to cover the  self-insured  portion of these risks based on knownfacts and historical trends and management  believes that such reserves are adequate and the ultimate  resolution of these matters willnot have a material adverse effect on the financial position or results of operations of the Company.
15. RelatedParty Transactions:
              Concurrently  with  the  Note  Offering  on May 23,  1994,  the  Company  is party to a  Management  Services  Agreement  withSouthwestern  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.  TheCompany pays to Southwestern a base fee of approximately  $798,000 per year for these services,  subject to annual automatic  increasesbased upon the  consumer  price  index.  The Company  may also pay a  discretionary  annual  bonus to  Southwestern  subject to certainlimitations;  $686,000  was paid in 2000 and none was paid in 1999 or 1998.  The Company  paid  Southwestern  $1,377,000,  $625,000 and$619,000 during 2000, 1999 and 1998,  respectively for all these services.  Welshman Industries,  which is not a restricted  subsidiaryunder the terms of the Bond Indenture or a guarantor  under the terms of the Company's  Revolving  Loan  Agreement,  paid  SouthwesternHoldings $50,000 and $120,000 during 2000 and 1999, respectively, for certain services.
              Mr.  Poindexter  and Mr.  Magee are  officers of JBPCO and are partners in a  partnership  that leases to Morgan  certain realproperty in Georgia.  Morgan paid $275,000,  $230,000 and $222,000 in rent to the  partnership in 2000,  1999 and 1998 pursuant to suchlease.
16.Discontinued Operations
              **TAG  Distribution.** The disposal of  principally  all of TAG's  distribution  operations  was completed  during the year endedDecember 31, 1999. The results of operations of the  distribution  operations of TAG have been reported as  discontinued  operations inthe  consolidated  financial  statements for 1999 and 1998.  Based on improved  operating  performance,  the Company decided during thesecond quarter of 1999 to retain Midwest Truck  Aftermarket  (MTA) and three retail stores (the Stores).  Accordingly,  the MTA portionof the estimated  loss on disposal of TAG's  distribution  operations of  $1,306,000,  which  represented  the goodwill  related to theacquisition  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  eightstores,  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 torepay borrowings under the Revolving Loan Agreement.

              TAG revenues from discontinued  distribution  operations were $8,211,000 and $47,051,000 for the years ended December 31, 1999and  1998,  respectively.  The  income  (loss)  from  discontinued  operations  related  to the  distribution  operations  of TAG  (TAGDistribution), during the twelve months ended December 31, 1999 and 1998 were as follows (in thousands):
                                                        For the Twelve Months                                                               Ended                                                    ----------------------------                                                           1999          1998                                                           ----          ----Loss from TAG Distribution's operations less     applicable income taxes of     $-0- and $-0-, respectively ...................     $   --        $ (1,303)Reversal of loss on disposal of MTA, net      applicable income taxes of $0 ................        1,306          --Loss on disposal of TAG Distribution, less      applicable income taxes of $ -0- .............       (1,306)      (11,458)                                                         --------      --------                                                         $   --        $(12,761)                                                         ========      ========
              At December 31, 1998 the loss on disposal of the majority of TAG's  distribution  operations  was estimated to be  $11,458,000which included  $7,962,000 for the estimated loss on sale and $3,496,000 for the estimated  losses from operations from the measurementdate 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 losson sale exceeded the prior  estimate by $638,000 and the actual losses from  operations  during the period after the  measurement  dateexceeded the estimate by $668,000.
     Losses from the distribution operations of TAG, disposed of, include interest expense of $94,000 and $717,000related to the borrowings of TAG Distribution under the Revolving Loan Agreementfor the twelve months ended December 31, 1999 and 1998, respectively. Theborrowings were repaid using the proceeds from the sale of TAG’sdistribution operations. 

              **Lowy Group.**Effective  December  28,  1999,  the Company  completed  the  disposal of Lowy Group,  which was composed of LowyDistribution  and Blue  Ridge/Courier  and comprised the Company's  floor  covering  segment.  Certain  assets and  liabilities of LowyDistribution  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 thedisposal, net of goodwill written off of $369,000.

              Effective  August 31, 1998,  the Company sold  certain  assets and  liabilities  of Blue  Ridge/Courier  and realized net cashproceeds 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  financialstatements for 1999 and 1998.

     Lowy revenues were $15,932,000 and $56,891,000 for the twelve months ended December31, 1999 and 1998, respectively. 

       The income from discontinued operations was as follows related to Lowy (in thousands):
                                                          For the Twelve Months                                                                  Ended                                                           --------------------                                                             1999         1998                                                             ----         ----Net income from operations of Lowy, less     applicable income taxes of $- and     $262, respectively ..............................       $ --         $2,052Gain on disposal of assets, less applicable     taxes of $-0- ...................................           57        6,500                                                             ------       ------                                                             $   57       $8,552                                                             ======       ======
              The gain on disposal  during 1999 is shown net of operating  losses of $383,000  which  represents  the results of  operationssubsequent to the measurement  date. The above operating  results of Lowy include  interest expense of $164,000 and $218,000 related tothe borrowings of Lowy under the Revolving Loan  Agreement for the twelve months ended  December 31, 1999 and 1998,  respectively.  Therelated borrowings were repaid using the proceeds from the sale of the operations.
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES17.Supplemental Guarantor Information:
              The  Company's  obligations  under the Senior Notes are  guaranteed  by each directly  wholly-owned  Subsidiary  of JBPCO.  Inaddition,  the Subsidiary  Guarantors  guarantee the  indebtedness  outstanding  under the Revolving Loan Agreement.  The Indenture andRevolving  Loan Agreement  provide that for  subsidiaries  acquired  subsequent to the issuance of the Senior Notes to be designated asguarantors of the Senior Notes, provided certain financial ratio tests are met.

             The following  consolidating  financial  information is presented for purposes of complying with the reporting  requirements ofthe parent  company and the Guarantor  Subsidiaries.  The financial  information  includes  condensed  balance sheet  information as ofDecember 31, 2000 and condensed  operating  statement  information  for the year ended December 31, 2000.  The Company's  non-guarantorsubsidiaries  are Beltrami Door Company,  Welshman  Industries and  Acero-Tech,  S.A. de C.V.  Separate  financial  statements or otherdisclosures of the guarantors as of December 31, 1999 and for the two years ended December 31, 1999 are not significant.
Consolidating Condensed Balance Sheet Information (dollars in thousands):                                                                               December 31, 2000                                                       Guarantor       Non-guarantor       JBPCO and                                                      Subsidiaries     Subsidiaries        Eliminations       Consolidated                                                      ------------    --------------       ------------       ------------Assets        Current assets .....................          $  69,580          $   3,652          $    (670)          $  72,562        Noncurrent assets ..................             70,406              3,335              2,323              76,064                                                       ---------          ---------          ---------           ---------        Total assets .......................          $ 139,986          $   6,987          $   1,653           $ 148,626                                                       =========          =========          =========           =========Liabilities and Equity        Current liabilities ................          $  50,701          $   2,293          $   3,565           $  56,559        Noncurrent liabilities .............             10,382                197             85,000              95,579        Stockholder's equity           (deficit) .......................             78,903              4,497            (86,912)             (3,512)                                                       ---------          ---------          ---------           ---------        Total liabilities and equity .......          $ 139,986          $   6,987          $   1,653           $ 148,626                                                       =========          =========          =========           =========Consolidating Condensed Statement of Operations Information for the Year ended:                                                                December 31, 2000                                                    Guarantor          Non-guarantor         JBPCO and                                                   Subsidiaries        Subsidiaries          Eliminations       Consolidated                                                   ------------        --------------        ------------       ------------Net sales ..................................           $440,752           $ 11,746           $   (978)           $451,520Cost of sales ..............................            363,090              9,499               (978)            371,611Net income (loss) ..........................           $ 10,895           $ (1,394)          $ (4,874)           $  4,627Consolidating Condensed Statement of Cash Flows Information for the Year ended:                                                                  December 31, 2000                                                   Guarantor            Non-guarantor         JBPCO and                                                  Subsidiaries          Subsidiaries          Eliminations       Consolidated                                                  ------------         -------------         ------------       ------------Net cash provided by (used in)     operating activities ..................         $ 20,084             $ (1,371)          $ (5,693)          $ 13,020                                                     --------              --------           --------           --------Capital expenditures .......................          (12,433)                (205)               (43)           (12,681)Purchase of business .......................          (14,552)                --                 --              (14,552)Proceeds from sale of assets ...............            1,162                 --                 --                1,162Other ......................................               88                 --                 --                   88                                                      --------             --------           --------           --------Net cash used in investing activities ......          (25,735)                (205)               (43)           (25,983)                                                      --------             --------           --------           --------Net proceeds of     revolving lines of credit .............            8,190                  297                119              8,606Proceeds from long-term     debt and capital leases ...............            8,790                 --                 --                8,790Payments of long-term     debt and capital leases ...............           (2,882)                (203)              --               (3,085)Intercompany accounts ......................           (7,367)               1,750              5,617               --                                                      --------             --------           --------           --------Net cash provided by (used in)     financing activities ..................            6,731                1,844              5,736             14,311                                                      --------             --------           --------           --------Increase (decrease) in restricted cash      and cash equivalents .................         $  1,080             $    268           $   --             $  1,348                                                      ========             ========           ========           ========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 annualmeeting of  stockholders  of the Company or until their  successors are duly elected and qualified.  Executive  officers of the Companyare appointed by the Board of Directors annually and serve at the discretion of the Board of Directors.
         Name                Age        Position         ----                ---        --------John B. Poindexter           56         Chairman of the Board and Chief Executive OfficerPeter K. Hunt                54         Director, President and Chief Operating OfficerStephen P. Magee             53         Director, Executive Vice President, Chief Financial Officer and                                        TreasurerW.J. Bowen                   79         DirectorR.S. Whatley                 49         Vice President, ControllerL.T. Wolfe                   52         Vice President Administration
        John B.  Poindexter  has served as Chairman of the Board and Director of the Company  since 1988 and Chief  Executive  Officersince 1994.  From 1985 through 1996,  Mr.  Poindexter  was the majority  limited  partner of J.B.  Poindexter & Co.,  L.P., a privatelyheld,  long-term equity  investment and management firm formed by Mr.  Poindexter.  From 1983 through 1985, he was co-managing  partnerof KD/P  Equities,  a privately held equity  investment  firm that he co-founded.  From 1976 through 1985,  Mr.  Poindexter  worked forSmith Barney,  Harris Upham & Co. While with Smith Barney,  he became a senior vice president for its Smith Barney Venture  Corporationand Smith Barney Capital  Corporation  ("SBCC") affiliates and a partner in First Century Partnership II, an investment fund managed bySBCC.

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

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

              W.J. Bowen retired in 1992 as the Chairman of the Board of Transco Energy Company  ("Transco"),  a diversified  energy companybased in Houston,  Texas.  Mr. Bowen served as Chief Executive  Officer of Transco from 1974 until his retirement from that position in1987.

        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  Subsidiaryor division thereof and is an important contributor to the Company's operations:
         Name                Age            Position         ----                ---            --------Nelson Byman                 54             President of Specialty Manufacturing GroupSam Hughes                   55             President of TAGRobert Ostendorf             50             President of MorganTimothy Smith                45             President of EFP
        Nelson Byman has 28 years of engineering and management experience and was most recently Vice  President/General  Manager of adomestic division of Weatherford/Enterra, a manufacturer of oilfield related equipment.

              Sam Hughes became President of TAG in March 2000.  Previously,  Mr. Hughes served as President and Chief Executive  Officer ofSpartanburg Stainless Products.  He has over 30 years experience in a variety of manufacturing businesses.

              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 23 years of experience ina variety of manufacturing and general management positions in the truck and automotive related industries.

              Timothy Smith became  President of EFP in February  2001.  Mr. Smith has over 20 years  experience in the plastics and relatedbusinesses.  He spent 18 years  with  BASF  Corporation  where he held  increasingly  responsible  senior  management  positions.  Mostrecently he was affiliated with a plastics company joint venture as their President.
Item 11.  Executive Compensation
              The following table sets forth certain  information  regarding the compensation  paid to the Company's Chief Executive Officerand the other  executive  officers whose total annual salary and bonus are  anticipated  to exceed  $100,000 for the fiscal years endedDecember 31, 2000, 1999 and 1998:
                                                                Summary Compensation Table                                                     Annual Compensation         All Other                                                    ---------------------         Name and Principal Position                 Year Salary   Bonus        Compensation         ---------------------------                 ---- ------   -----        ------------         John B. Poindexter ...................      2000 $ (a)    $--            $   --              Chairman of the Board and .......      1999   (a)              Chief Executive Officer .........      1998   (a)         Stephen P. Magee .....................      2000 $ (a)    $(b)           $   --              Chief Financial Officer .........      1999   (a)                                                     1998   (a)         Peter K. Hunt ........................      2000 $330,625 $466,000       $              President and ...................      1999 $278,000 $75,000        $ 40,000              Chief Operating Officer .........      1998 $204,000 $ --         R.S. Whatley Controller ..............      2000 $135,435 $120,531       $                                                     1999 $124,600 $ --           $   --                                                     1998 $115,000 $ --         L.T. Wolfe Vice President ............      2000 $207,867 $278,516       $   --              Administration ..................      1999 $192,794 $ 20,000       $   --                                                     1998 $168,000 $ ---            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."  
           Mr. Magee is eligible to receive an annual bonus pursuant to the incentive plan described below.

         The Company's  incentive  compensation plan covering certain of its executive officers is similar to the Subsidiary  IncentivePlans described  below.  During 1999, the Company adopted a long-term  performance  plan in order to provide key members of the Companyand its Subsidiaries with financial  incentives for achieving long-term  financial  objectives of the Company.  Messrs.  Poindexter andMagee are covered by the various insurance programs provided by Morgan to its employees.
ManagementServices 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 theCompany,  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 Executive  President and Chief Financial  Officer.  The Company paid to Southwestern  approximately  $1,377,000during the year ended  December 31, 2000, for these services  which is subject to annual  automatic  increases  based upon the consumerprice index.  The Company may pay a discretionary  annual bonus to Southwestern  for the provision of Mr.  Poindexter's and Mr. Magee'sservices and may increase the annual fee payable above the automatic annual increase,  in each case subject to certain limitations,  ifafter giving effect to such payment and/or increase the Company's Consolidated EBITDA Coverage Ratio is 2.00 to 1 or higher.
Subsidiary IncentivePlans
              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-basedgoals.  Eligible  employees are entitled to receive a bonus if the Subsidiary  attains or surpasses a stated  percentage  (which variesby Subsidiary) of that  Subsidiary's  budgeted pre-tax profit,  with the amount of bonus being tied to the Subsidiary's  actual pre-taxprofits.  Individual  bonuses are then  allocated  among the  eligible  employees  based upon their  individual  achievement  of statedperformance  objectives.  The Subsidiaries also maintain certain other benefit plans for their respective  officers and employees.  SeeNote 15 to the Consolidated Financial Statements for the Company.
CompensationCommittee 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           PercentDirectors, 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  77002Stephen P. Magee                                         --              --     c/o J.B. Poindexter & Co., Inc.     1100 Louisiana, Suite 5400     Houston, Texas  77002Peter K. Hunt                                            --              --     c/o J.B. Poindexter & Co., Inc.     1100 Louisiana, Suite 5400     Houston, Texas  77002William J. Bowen                                         --              --     c/o J.B. Poindexter & Co., Inc.     1100 Louisiana, Suite 5400     Houston, Texas  77002All directors and officers as a                        _____            ____group (4 persons)                                      3,059100%
             Mr. Poindexter has sole voting and investment power with respect to all shares that he beneficially owns.
Item 13. CertainRelationships and Related Transactions
              Messrs.  Poindexter  and Magee are  members of a  partnership  ("Bartow")  that  leases  certain  real  property in Georgia toMorgan.  During each of 2000, 1999 and 1998, Morgan paid $275,000,  $230,000 and $222,000,  respectively as rent to Bartow, and it willcontinue  to pay such  rent to Bartow in the  future.  The  Company  believes  that the rent paid by Morgan to Bartow is a  competitivemarket 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,  includingthose of Mr.  Poindexter and Mr. Magee its Executive  Vice  President and Chief  Financial  Officer.  The Company pays to  Southwesternapproximately  $798,600 per year for these services,  subject to annual  automatic  increases based upon the consumer price index.  TheCompany may also pay a discretionary  annual bonus to Southwestern  subject to certain  limitations.  For all services the Company paidSouthwestern $1,377,000, $625,000 and $619,000 during 2000, 1999 and 1998, respectively.

             Welshman,  which is not a restricted  subsidiary  under the terms of the Senior Notes  Indenture or a guarantor under the termsof the Company's  Revolving Loan  Agreement,  paid  Southwestern  Holdings  $50,000,  $120,000 and $85,000 during 2000,  1999 and 1998,respectively for certain services.
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 - Disclosures included in the Notes to the Consolidated Financial Statements                  -----------------------------     (a)(3)       Exhibits - None                  --------     3.1(a)       Second Restated Certificate of Incorporation     3.1.1(b)     Certificate of First Amendment to Second Restated Certificate of Incorporation.     3.2(a)       Amended and Restated Bylaws     4.1(b)       Form of 12 1/2% Senior Note due 2004 (included in Exhibit 4.2)     4.2(b)       Indenture dated as of May 23, 1994     4.2.1(c)     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(c)     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(d)    Loan and Security Agreement by and among Congress Financial  Corporation and J.B.  Poindexter & Co., Inc., dated June                  28, 1996.     10.1.6(f)    Amendment No. 1 to Loan and Security  Agreement by and among Congress  Financial  Corporation  and J.B.  Poindexter &                  Co., Inc., dated May 13, 1998.     10.1.7(f)    Amendment No. 2 to Loan and Security  Agreement by and among Congress  Financial  Corporation  and J.B.  Poindexter &                  Co., Inc., dated June 30, 1998     10.1.8(f)    Amendment No. 3 to Loan and Security Agreement by and among Congress Financial  Corporation and J.B. Poindexter &                  Co., Inc., dated June 24, 1999     10.1.9(f)    Amendment No. 4 to Loan and Security Agreement by and among Congress Financial Corporation and J.B. Poindexter &                  Co., Inc., dated February 25, 2000     10.1.10(f)  Amendment No. 5 to Loan and Security Agreement by and among Congress Financial Corporation and J.B. Poindexter & Co.,                  Inc., dated March 8, 2000     10.1.11(f)   Amendment No. 6 to Loan and Security Agreement by and among Congress Financial Corporation and J.B. Poindexter &                  Co., Inc., dated March 17, 2000     10.1.12(f)   Amendment No. 7 to Loan and Security Agreement by and among Congress Financial Corporation and J.B. Poindexter &                  Co., Inc., dated March 17, 2000     10.1.13(f)   Amendment No. 8 to Loan and Security Agreement by and among Congress Financial Corporation and J.B. Poindexter &                  Co., Inc., dated October 31, 2000     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     10.26(a)     Form of Incentive Plan for certain employees of the Subsidiaries     10.27(a)     Morgan Trailer Mfg. Co. Long-Term Management Equity Appreciation Program     10.86(e)     Management  Services  Agreement  dated as of May 23, 1994,  between  J.B.  Poindexter  & Co.,  Inc. and  Southwestern                  Holdings, Inc.     10.102(c)    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     10.109(c)    Share Purchase Agreement dated as of June 30, 1995, between Raider Industries, Inc. and Martin Brown     10.110(c)    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(e)    Loan and Security  Agreement by and between  Congress  Financial  Corporation  and Welshman  Industries  Inc.,  dated                  October 31,1997     10.112(e)    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(e)    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(a)    J.B. Poindexter & Co., Inc. Long-Term Performance Plan.     10.115(e)    Asset Purchase Agreement between L.D. Brinkman & Co. (Texas) Inc. and Lowy Group, Inc. dated June 7, 1999.     21.1         Subsidiaries of the Registrant- 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  
Incorporated by reference to the Company’s Annual Report on Form 10-K forthe year ended December 31, 1994, as filed with the Commission on March 31,1995. 
Incorporated by reference to the Company’s Annual Report on form 10-K forthe year ended December 31, 1995, as filed with the Commission on March 29,1996. Incorporated by reference to the Company’s Quarterly Report on Form 10-Qfor the quarter ended June 30, 1996, as filed with the Commission on August 13,1996. Incorporated by reference to the Company’s Annual Report on Form 10-K forthe year ended December 31, 1997, as filed with the Commission on March 30,1998. Incorporated by reference to the Company’s Quarterly Report on Form 10-Qfor the quarter ended June 30, 1998, as filed with the Commission on August 14,1998. - Reports of Form 8-K.  The Company filed the following reports on Form 8-K during the year:         None  Supplemental Informationto Be Furnished With Reports Filed Pursuant to Section 15 (d) of the Act byRegistrants Which Have Not Registered Securities Pursuant to Section 12 of theAct.  The registrant has not delivered to its security holders any annual report to security holders coveringthe last fiscal year, proxy statement, form of proxy or other proxy solicitingmaterial (as described under this caption in Form 10-K as promulgated by theSecurities and Exchange Commission). A copy of this Form 10-K will be sent toeach registered holder of the registrant’s 12 1/2% Senior Notes due 2004.   SIGNATURES
              Pursuant to the  requirements of Section 13 or 15(d) the Securities  Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.
                                             J.B. POINDEXTER & CO., INC.Date: March 28, 2001                         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  followingpersons on behalf of the Registrant and in the capacities and on the dates indicated.Date: March 28, 2001                         John B. Poindexter                                             John B. Poindexter                                             Chairman and Chief Executive Officer and Director                                             (Principal Executive Officer)Date: March 28, 2001                         Peter K. Hunt                                             Peter K. Hunt                                             President and Chief Operating Officer and DirectorDate: March 28, 2001                         Stephen P. Magee                                             Stephen P. Magee                                             Chief Financial Officer and Director                                             (Principal Financial Officer)Date: March 28, 2001                         W.J. Bowen                                             W.J. Bowen                                             DirectorDate: March 28, 2001                         Robert S. Whatley                                             Robert S. Whatley                                             Chief Accounting Officer                                             (Principal Accounting Officer)