<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                   FORM 10-K/A

                                 Amendment No. 1
    

(Mark One)
|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

For the fiscal year ended October 27, 1996

OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ______________________ to _____________________

Commission file number  0-25066

                               Owosso Corporation
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                   23-2756709
 (State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                       Identification No.)

The Triad Building, 2200 Renaissance Boulevard,                 19406    
      Suite 150, King of Prussia, PA                          (Zip Code) 
(Address of principal executive offices)                     

Registrant's telephone number, including area code:   (610) 275-4500

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

                                      None
                    Name of each exchange on which registered
                                 Title of Class

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

                     Common Stock, par value $.01 per share
                                 Title of Class

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

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

         On January 23, 1997, the aggregate market value of the Registrant's
Common Stock, $.01 par value, held by nonaffiliates of the Registrant was
approximately $14,690,909.

         On January 23, 1997, 5,808,676 shares of the Registrant's Common Stock,
$.01 par value, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's Proxy Statement to be filed with the
Commission in connection with the Annual Meeting of Shareholders scheduled to be
held on March 12, 1997 are incorporated by reference into Part III of this Form
10-K.
   

    

<PAGE>

Item 8.  Financial Statements and Supplementary Data

   
         The Company's consolidated financial statements and supplemental
schedule are being refiled as set forth below at pages F-1 through F-25. 
There is no change to any of the information set forth on pages F-1 through 
F-25 herein from that contained in Item 8 of the Form 10-K as originally filed 
on January 27, 1997, other than the correction of a typographical error on 
page F-1.
    

<PAGE>

OWOSSO CORPORATION

TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                F-1

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 27,
1996, OCTOBER 29, 1995 AND OCTOBER 30, 1994:

 Balance Sheets                                                             F-2

 Statements of Operations                                                   F-3

 Statements of Stockholders' Equity                                         F-4

 Statements of Cash Flows                                                   F-5

 Notes to Consolidated Financial Statements                              F-6-24






<PAGE>




INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders of
 Owosso Corporation
King of Prussia, Pennsylvania

We have audited the accompanying consolidated balance sheets of Owosso
Corporation and subsidiaries as of October 27, 1996 and October 29, 1995, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three fiscal years in the period ended October 27,
1996. Our audits also included the financial statement schedule listed in the
index at Item 14(a)2. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Owosso Corporation and subsidiaries
as of October 27, 1996 and October 29, 1995, and the results of their operations
and their cash flows for each of the three fiscal years in the period ended
October 27, 1996 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.


   
DELOITTE & TOUCHE LLP
    

Philadelphia, Pennsylvania
December 5, 1996

                                      F-1
<PAGE>


OWOSSO CORPORATION

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                     October 27,         October 29,
 ASSETS                                                                                                  1996               1995
                                                                                                    ----------           ----------

CURRENT ASSETS:
<S>                                                                                                 <C>                <C>          
 Cash and cash equivalents                                                                          $     839,889      $   1,750,236
 Receivables, net                                                                                      18,415,245         18,190,026
 Inventories, net                                                                                      19,123,122         20,564,974
 Prepaid expenses and other                                                                             1,608,169          1,164,617
 Advances and interest receivable from affiliate                                                           36,766             27,807
 Deferred taxes                                                                                         1,032,000            785,000
                                                                                                    -------------      -------------

        Total current assets                                                                           41,055,191         42,482,660

PROPERTY, PLANT AND EQUIPMENT, NET                                                                     26,308,809         25,353,517

INTANGIBLES, NET                                                                                       39,277,112         39,719,089

OTHER ASSETS                                                                                            1,254,233          1,164,005
                                                                                                    -------------      -------------

TOTAL ASSETS                                                                                        $ 107,895,345      $ 108,719,271
                                                                                                    =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Payables - trade                                                                                   $   6,597,061      $   6,026,511
 Accrued compensation and benefits                                                                      3,005,658          3,127,438
 Accrued expenses                                                                                       1,901,892          1,734,491
 Accrued interest                                                                                         419,565            363,827
 Current portion of related party debt                                                                  5,975,000          8,950,000
 Current portion of long-term debt                                                                      2,770,934          1,715,951
                                                                                                    -------------      -------------

        Total current liabilities                                                                      20,670,110         21,918,218

RELATED PARTY DEBT, LESS CURRENT PORTION                                                                                   4,150,000

LONG-TERM DEBT, LESS CURRENT PORTION                                                                   45,068,116         37,982,933

POSTRETIREMENT BENEFITS                                                                                 1,593,950          1,412,298

DEFERRED TAXES                                                                                          3,543,000          3,686,000

COMMTMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Convertible preferred stock Class A, 5% cumulative, $.0l par value; 10,000,000 shares
   authorized; 1,071,428 shares issued and outstanding (aggregate liquidation value at
   October 27, 1996 and October 29, 1995 - $15,000,000)                                                13,667,814         13,392,850
 Common stock, $.0l par value; 15,000,000 shares authorized; 5,865,000 shares issued
   and outstanding                                                                                         58,650             58,650
 Additional paid-in capital                                                                            21,611,701         21,611,701
 Retained earnings                                                                                      2,131,288          4,506,621
                                                                                                    -------------      -------------

        Total                                                                                          37,469,453         39,569,822
 Less treasury stock, at cost (56,324 shares at October 27, 1996)                                        (449,284)
                                                                                                    -------------      -------------

        Total stockholders' equity                                                                     37,020,169         39,569,822
                                                                                                    -------------      -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                          $ 107,895,345      $ 108,719,271
                                                                                                    =============      =============
</TABLE>
See notes to consolidated finaincial statements.

                                      F-2
<PAGE>

OWOSSO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                   Year Ended
                                                                           --------------------------------------------------------
                                                                             October 27,          October 29,         October 30,
                                                                                 1996                1995                 1994
                                                                           -------------         -------------        -------------
<S>                                                                        <C>                   <C>                  <C>          
Net sales                                                                  $ 128,215,995         $ 108,000,652        $  73,799,423

Costs of products sold                                                        98,282,019            77,628,763           52,749,667
                                                                           -------------         -------------        -------------

Gross profit                                                                  29,933,976            30,371,889           21,049,756

Expenses:
 Selling, general and administrative                                          19,488,114            13,919,978            9,487,211
 Corporate                                                                     4,444,313             3,682,413            2,417,317
                                                                           -------------         -------------        -------------

Income from operations                                                         6,001,549            12,769,498            9,145,228

Interest expense                                                               4,080,762             2,876,317            1,855,449

Interest income                                                                                         11,561              663,501

Other income                                                                     202,184               378,679               34,249
                                                                           -------------         -------------        -------------

Income before income tax provision (benefit)                                   2,122,971            10,283,421            7,987,529

Income tax provision (benefit)                                                 1,275,000             3,900,000             (801,000)
                                                                           -------------         -------------        -------------

Net income                                                                       847,971             6,383,421        $   8,788,529
                                                                                                                      =============
Dividends and accretion on preferred stock                                    (1,024,964)
                                                                           -------------         -------------       

Net (loss) income available for common stockholders                        $    (176,993)        $   6,383,421
                                                                           =============         =============       

Net (loss) income per commom share                                         $       (0.03)        $        1.09
                                                                           =============         =============


Weighted average number of common shares outstanding                           5,839,000             5,865,000
                                                                           =============          =============

                            PRO FORMA

Pro forma income before pro forma tax provision                                                                       $   7,987,529

Pro forma tax provision                                                                                                   2,836,000
                                                                                                                      -------------

Pro forma net income                                                                                                  $   5,151,529
                                                                                                                      =============

Pro forma net income per share                                                                                        $        1.06
                                                                                                                      =============

Pro forma common shares outstanding                                                                                       4,847,000
                                                                                                                      =============

</TABLE>

See notes to consolidated finaincial statements.


                                       F-3
 
<PAGE>

OWOSSO CORPORATION


CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                          Additional
                                            Preferred        Common        Paid-in         Retained          Treasury
                                              Stock          Stock          Capital        Earnings           Stock         Total
                                            ---------       --------      ----------       --------          --------      -------
<S>                                      <C>             <C>             <C>            <C>             <C>             <C>         
BALANCE, OCTOBER 31, 1993                                $    516,929    $  1,706,652    $ 11,604,400   $    (76,325)  $ 13,751,656

Net income                                                                                  8,788,529                     8,788,529
Capital contributions                                                         977,632                                       977,632
Distributions of current earnings                                                          (5,226,081)                   (5,226,081)
Capital distribution                                                                      (10,000,000)                  (10,000,000)
Exchange of common stock                                     (476,929)       (792,499)      1,193,103         76,325
Purchase of Parker                                                                         (4,500,000)                   (4,500,000)
Payment for warrant                                                                        (1,000,000)                   (1,000,000)
Redemption of Dura-Bond stock                                                                (859,951)                     (859,951)
Initial public offering of common
 stock                                                         18,650      19,719,916                                    19,738,566
                                                          -----------    ------------   ------------    ------------    ------------

BALANCE, OCTOBER 30, 1994                                      58,650      21,611,701                                    21,670,351

Net income                                                                                  6,383,421                     6,383,421
Dividends paid                                                                             (1,876,800)                   (1,876,800)
Issuance of convertible preferred
 stock                                   $ 13,392,850                                                                    13,392,850
                                         ------------    ------------    ------------   ------------    ------------    ------------

BALANCE, OCTOBER 29, 1995                  13,392,850          58,650      21,611,701       4,506,621                    39,569,822

Net income                                                                                    847,971                       847,971
Dividends paid                                                                             (2,856,331)                   (2,856,331)
Accretion on convertible preferred
 stock                                        274,964                                        (274,964)
Treasury stock purchase                                                                                   (1,047,543)    (1,047,543)
Issuance of treasury shares                                                                   (92,009)       598,259        506,250
                                         ------------    ------------    ------------    ------------    ------------   ------------

BALANCE, OCTOBER 27, 1996                $ 13,667,814    $     58,650    $ 21,611,701    $  2,131,288    $  (449,284)  $ 37,020,169
                                         ============    ============    ============    ============    ============   ============

</TABLE>

See notes to consolidated financial statements.

                                       F-4


<PAGE>

OWOSSO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                         Year Ended
                                                                                       ---------------------------------------------
                                                                                       October 27,       October 29,     October 30,
                                                                                           1996             1995             1994
                                                                                       ------------      -----------     -----------
<S>                                                                                    <C>             <C>                <C>      
OPERATING ACTIVITIES:
Net income                                                                             $    847,971    $  6,383,421       8,788,529
Adjustments to reconcile net income to net cash provided by operating activities:
 Deferred taxes                                                                            (572,420)       (242,193)       (801,000)
 Corporate expenses paid by Brynavon Group                                                                                  977,632
 Loss (gain) on sale of assets                                                              233,803          (3,633)        (87,387)
 Depreciation                                                                             3,824,744       2,889,753       2,553,000
 Amortization                                                                             2,473,543       1,323,584         232,928
 Amortization of defeffed gain on sale and leaseback                                                        (77,183)        (77,183)
 Changes in assets and liabilities which provided (used) cash:
   Accounts receivable                                                                     (140,108)       (290,237)     (2,514,516)
   Inventories                                                                            1,752,803        (567,265)       (642,014)
   Prepaid expenses and other                                                              (402,306)       (152,301)       (231,500)
   Prepaid pension                                                                           15,727          32,174          25,000
   Accounts payable                                                                         556,371      (1,745,924)      2,134,967
   Accrued expenses                                                                         169,238         123,117         446,086
                                                                                       ------------    ------------    ------------

     Net cash provided by operating activities                                            8,759,366       7,673,313      10,804,542
                                                                                       ------------    ------------    ------------

INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired                                          (1,675,200)     (1,401,241)    (12,726,982)
Proceeds from sale and leaseback of assets                                                                                  113,003
Purchases of property, plant and equipment                                               (4,346,267)     (4,437,238)     (2,000,024)
Purchase of Parker                                                                                                       (4,500,000)
(Increase) decrease in other assets                                                        (759,538)       (348,582)         57,907
                                                                                       ------------    ------------    ------------

     Net cash used in investing activities                                               (6,781,005)     (6,187,061)    (19,056,096)
                                                                                       ------------    ------------    ------------

FINANCING ACTIVITIES:
Payments to acquire treasury stock                                                         (245,000)
Payments on amounts due to/from affiliates                                                                 (889,172)    (11,598,730)
Borrowings from line of credit                                                            8,900,000       7,100,000      14,000,000
Proceeds from long-term debt                                                                150,000                          18,278
Payments on long-term debt                                                               (1,712,377)     (4,975,748)     (4,402,026)
Payments on related party debt                                                           (7,125,000)       (450,000)       (200,000)
Dividends paid                                                                           (2,856,331)     (1,876,800)     (5,226,081)
Payment for warrant                                                                                                      (1,000,000)
Redemption of Dura-Bond stock                                                                                            (2,148,927)
Initial public offering of common stock                                                                                  19,738,566
                                                                                       ------------    ------------    ------------

      Net cash (used in) provided by financing activities                                (2,888,708)     (1,091,720)      9,181,080

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                       (910,347)        394,532         929,526

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                            1,750,236       1,355,704         426,178
                                                                                       ------------    ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $    839,889    $  1,750,236    $  1,355,704
                                                                                       ============    ============    ============

</TABLE>

See notes to consolidated financial statements.

                                       F-5


<PAGE>
OWOSSO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 27, 1996, OCTOBER 29, 1995 AND OCTOBER 30, 1994
--------------------------------------------------------------------------------

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

   The Company - The consolidated financial statements represent the
   consolidated financial position, results of operations and cash flows of
   Owosso Corporation and subsidiaries (the "Company"). The subsidiaries include
   Motor Products-Owosso Corporation (Motor Products), Motor Products - Ohio
   Corporation: (MP - Ohio), Sooner Trailer Manufacturing Co. (Sooner), Cramer
   Company (Cramer), DewEze Manufacturing, Inc., including Parker Industries,
   Inc. (DewEze), Snowmax, Incorporated (Snowmax), The Landover Company
   (Dura-Bond), Great Bend Manufacturing, Inc. (Great Bend) and Stature
   Electric, Inc. (Stature Electric) and Owosso Motor Group, Inc. (Motor Group).
   Certain of the Company's subsidiaries were previously affiliated with the
   Brynavon Group, due to those entities being under common control and common
   management. The Company is a diversified manufacturer of products in narrowly
   defined niche markets and currently operates in two business segments,
   Engineered Component Products and Specialized Equipment. In the Engineered
   Component Products segment, the Company's products are sold primarily to
   original equipment manufacturers or service providers who use them in their
   end product or service. These products are primarily motors, cam shaft
   bearings, heat transfer "fin and tube" coils and air conditioning evaporator
   units. The products sold in the Specialized Equipment segment are almost
   exclusively final products sold through dealers to their users. These
   products are primarily all-aluminum horse trailers and agricultural and turf
   maintenance equipment. The majority of the Company's customers are located in
   North America.

   The Reorganization - On October 25, 1994 the Company sold 1,865,000 shares of
   its common stock at $12 per share in an initial public offering (the
   "Offering"). The proceeds of the Offering along with proceeds from a new line
   of credit agreement with a bank were used to repay certain indebtedness,
   complete the Reorganization (see below) and acquire Sooner.

   Immediately prior to the closing of the Offering, the stockholders of certain
   subsidiaries of the Company received an aggregate of 4,000,000 shares of
   common stock of the Company, constituting all of the shares of the Company
   outstanding prior to the completion of the Offering. At the same time,
   substantially all of the assets of Parker, a division of Kuker Industries,
   Inc. which was a wholly owned subsidiary of Brynavon Group, was purchased by
   DewEze for $4,500,000 plus the assumption of certain liabilities. The
   consolidated statements of earnings prior to the Reorganization include the
   results of operations of Parker and the entire amount of the purchase price
   reduced stockholders' equity. Cash payments between Brynavon Group and Parker
   have been accounted for as capital contributions or distributions.

   Prior to the Reorganization discussed above, shares of certain stockholders
   of Dura-Bond were redeemed for approximately $4,300,000. The redemption of
   such shares were considered a partial purchase of Dura-Bond for accounting
   purposes. As such, a proportionate share of the assets and liabilities was
   recorded at their fair values. The Company performed an analysis and
   concluded that the current recorded values do not materially differ from
   their fair values. The result of this accounting treatment is that the
   premium paid of approximately $3,400,000 over the proportionate share of the
   equity redeemed has been reflected as goodwill and stockholders' equity was
   reduced by approximately $900,000. Goodwill arising from this transaction is
   being amortized over 25 years.



                                      F-6
<PAGE>

   In 1989, Snowmax purchased its operating assets from a subsidiary of Brynavon
   Group in exchange for consideration which included a promissory note (the
   "Earn-Out Note") requiring Snowmax to pay amounts to Brynavon Group from 1990
   through 1999 depending upon the future earnings of Snowmax. In 1991, Brynavon
   Group acquired a warrant held by a third party to acquire a 10% interest in
   Snowmax (the "Warrant"). In connection with the Reorganization, the Earn-Out
   Note and the Warrant were canceled in consideration for a payment of
   $2,150,000 to Brynavon Group, which was paid out of the proceeds of the
   Offering. The Earn-Out Note was recorded in the historical financial
   statements and the payment for the Warrant resulted in a reduction of
   stockholders' equity of $1,000,000.

   Motor Products distributed a dividend to certain stockholders in the form of
   certain indebtedness owed to Motor Products by Brynavon Group of $10,000,000
   which resulted in a reduction in stockholders' equity.

   The corporate headquarters of Brynavon Group were assumed by the Company
   subsequent to the Offering. As such, the cost of operating the Brynavon Group
   corporate headquarters, except for an allocation to the remaining
   subsidiaries and affiliates of Brynavon Group of approximately $150,000 per
   year, has been included in the statement of operations for the fiscal year
   ended October 30, 1994. Brynavon Group paid certain expenses on behalf of the
   Company of approximately $978,000 for the fiscal year ended October 30, 1994.
   This amount has been included as corporate expenses and capital contributions
   in the accompanying consolidated financial statements.

   Pro Forma Presentation (Unaudited):

   The pro forma data for 1994 reflects the following:

   o  Pro forma tax provision represents the pro forma tax provision as if the
      Company was subject to federal income tax.
   o  Pro forma net income represents the pro forma net income of the Company,
      after consideration of the pro forma tax provision.
   o  Pro forma net income per share was based on 4,000,000 shares outstanding
      upon the completion of the Reorganization, an additional 833,000 shares to
      give effect to the number of shares required to fund the $10,000,000
      distribution to the Motor Products stockholders and the effect of shares
      issued in the Offering.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Consolidation - The consolidated financial statements of the Company include
   the accounts of Owosso Corporation and its wholly owned subsidiaries. All
   intercompany balances and transactions have been eliminated in consolidation.

   Fiscal Year - The Company's year-end is the last Sunday in October. Fiscal
   years 1996, 1995 and 1994 constituted 52-week years.

   Cash and Cash Equivalents - consist of cash and highly-liquid investments
   with an original maturity of three months or less.

   Inventories - Inventories of the Company are recorded at cost, which is not
   in excess of market. At October 27, 1996 and October 29, 1995, cost for 17%
   and 14%, respectively, of the inventories are determined on the last-in,
   first-out (LIFO) basis, and the remainder on the first-in, first-out (FIFO)
   basis.

   Information related to the FIFO method may be useful in comparing operating
   results to those of companies not on LIFO. If the FIFO method of inventory,
   which approximates replacement cost, had



                                      F-7
<PAGE>

   been used by the Company for all inventories, inventory would have been
   approximately $900,000 and $955,000 higher than reported at October 27, 1996
   and October 29, 1995, respectively. Additionally, net income would have
   (decreased) increased by approximately $(55,000), $(42,000) and $247,000 for
   the years ended October 27, 1996, October 29, 1995 and October 30, 1994,
   respectively. These amounts reflect the combined effects, in each year, of
   changes in inventory quantities and unit costs.

   Property, Plant and Equipment - Items of property, plant and equipment are
   stated at cost and are depreciated principally on the straight-line method
   over their estimated useful lives as follows:

     Land improvements                            10 - 20 years
     Buildings                                    30 years
     Machinery and equipment                      3 - 10 years

   Income Taxes - The Company elected to be taxed as an S corporation for
   federal tax purposes prior to the Reorganization. As such, taxable income was
   included on the income tax returns of the stockholders under those elections
   (see pro forma presentation in Notes 1 and 12).

   Subsequent to the Reorganization, taxes on income are provided based upon
   Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
   Income Taxes, which requires an asset and liability approach to financial
   accounting and reporting for income taxes. Deferred income tax assets and
   liabilities are computed for differences between the financial statement and
   tax bases of assets and liabilities that will result in taxable or deductible
   amounts in the future. Such deferred income tax asset and liability
   computations are based on enacted tax laws and rates applicable to periods in
   which the differences are expected to affect taxable income. Valuation
   allowances are established when necessary to reduce deferred tax assets to
   the amounts expected to be realized. Income tax expense is the tax payable or
   refundable for the period plus or minus the change during the period in
   deferred tax assets and liabilities.

   Fair Value of Financial Instruments - The following disclosures of the
   estimated fair value of financial instruments were made in accordance with
   the requirements of SFAS No. 107, Disclosures about Fair Value of Financial
   Instruments. The estimated fair value amounts have been determined by the
   Company using available market information and appropriate valuation
   methodologies.

        Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable -
        The carrying amount of these items are a reasonable estimate of their
        fair value.

        Short-term Debt and Long-term Debt - Rates currently available to the
        Company for debt with similar terms and remaining maturities are used to
        estimate the fair value for debt issues. Accordingly, the carrying
        amount of debt is a reasonable estimate of its fair value.

        Derivatives - The Company's interest rate swap agreements have an 
        aggregate notional amount of $15,000,000 and were in a liability 
        position of $360,000 at October 27, 1996.

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




                                      F-8
<PAGE>

   Intangibles - Items are amortized on a straight-line basis over their
   estimated useful lives as follows:

       Noncompetition agreements      3-6 years
       Customer lists                 20 years
       Goodwill                       20-25 years
       Other                          5-20 years

   The Company evaluates the carrying value of long-term assets, including
   goodwill and other intangible assets, based upon current and anticipated
   undiscounted cash flows, and recognizes an impairment when such estimated
   cash flows will be less than the carrying value of the asset. Measurement of
   the amount of impairment, if any, is based upon the difference between
   carrying value and fair value. The Company must adopt SFAS No. 121,
   Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
   to be Disposed Of in fiscal 1997. Adoption of SFAS No. 121 is not expected to
   have a significant effect on the consolidated financial position or results
   of operations of the Company.

   Revenue Recognition - Revenue is recognized at the time the product is
   shipped. An allowance for doubtful accounts of approximately $509,000 and
   $155,000 has been recorded as of October 27, 1996 and October 29, 1995,
   respectively.

   Stock-Based Compensation - In October 1995, the Financial Accounting
   Standards Board issued SFAS No. 123, Accounting for Stock-Based Compensation.
   SFAS No. 123 defines a fair value method of accounting for stock options and
   other equity instruments. Under the fair value method, compensation cost is
   measured at the grant date based on the fair value of the award and is
   recognized over the service period, which is usually the vesting period.

   Under SFAS No. 123, the Company is permitted to continue to account for
   employee stock-based transactions under Accounting Principles Board Opinion
   No. 25, Accounting for Stock Issued to Employees ("APB No. 25"), but will be
   required to disclose in a note to the consolidated financial statements pro
   forma net income and income per share information as if the Company had
   applied the new method of accounting. SFAS No. 123 also requires increased
   disclosures for stock-based compensation arrangements regardless of the
   method chosen to measure and recognize compensation for employee stock-based
   arrangements.

   The Company has determined that it will continue to account for such
   transactions under APB No. 25 and will provide the disclosures required by
   SFAS No. 123 during the year ending October 26, 1997.

   Reclassifications - Certain reclassifications were made to the 1995 and 1994
   consolidated financial statements to conform to 1996 classifications.

3. SUPPLEMENTAL CASH FLOW INFORMATION

   Cash payments in 1996, 1995 and 1994 included payments for interest of
   $4,025,024, $2,596,438 and $1,773,307, respectively. Cash payments in 1996
   and 1995 included payments for taxes of $1,880,000 and $4,708,000.

   In 1996, in connection with the repurchase of common stock from the former
   chief operating officer, the Company issued a promissory note totaling
   $802,543.

   In 1996, in connection with the purchase of Motor Group, the Company reissued
   75,000 shares of treasury stock.



                                      F-9
<PAGE>

   In 1995, in connection with the acquisition of Great Bend, subordinated notes
   totaling $1,700,000 were issued to certain selling stockholders and a
   noncompetition agreement totaling $600,000 was entered into with the 
   president.

   In 1995, in connection with the acquisition of Stature Electric 1,071,428
   shares of Class A convertible preferred stock with a fair market value of
   $13,392,850 and $12,500,000 of promissory notes were issued to the selling
   stockholders.

   In 1994, in connection with the Reorganization, shares of Dura- Bond were
   redeemed for approximately $4,300,000 of which approximately $2,100,000 was
   in the form of a note payable. In addition, Motor Products distributed a
   dividend to certain stockholders in the form of certain indebtedness to Motor
   Products by Brynavon Group of $10,000,000.

   In 1994, in connection with the acquisition of Sooner, subordinated notes
   totaling $5,000,000 were issued to certain selling stockholders.

4. BUSINESS ACQUISITIONS

   All acquisitions have been accounted for as purchases and, accordingly, the
   aggregate prices were allocated to assets and liabilities acquired based on
   their fair values at the date of acquisition. The results of operations have
   been included in the consolidated results of the Company from the effective
   dates of each acquisition.

   Acquisition of Sooner - Effective October 30, 1994, the Company acquired all
   of the issued and outstanding capital stock of Sooner, a manufacturer of
   all-aluminum horse trailers. The purchase price was $17,000,000, including
   $12,000,000 paid in cash and $5,000,000 payable under a seven-year promissory
   note bearing interest at 7.67%. One of the former principal stockholders and
   management employees of Sooner received $1,000,000 in consideration for his
   covenant not to compete with the Company.

   Acquisition of Great Bend - Effective May 1, 1995, the Company acquired all
   of the issued and outstanding capital stock of Great Bend which manufactures
   and markets front-end loaders. The purchase price was $4,300,000, including
   $2,600,000 paid in cash and $1,700,000 of subordinated promissory notes, with
   a term of 10 years bearing interest at 8% annually. The president of Great
   Bend entered into a six-year employment agreement with Great Bend and
   received $600,000 in consideration for his covenant not to compete with the
   Company.

   Acquisition of Stature Electric- Effective October 29, 1995, the Company
   acquired all of the issued and outstanding capital stock of Stature Electric,
   a manufacturer of permanent magnet gear motors. As such, the consolidated
   balance sheet includes the assets and liabilities of Stature Electric. The
   purchase price was $25,900,000, including $12,500,000 of promissory notes,
   with a term not exceeding 10 years bearing interest at 8% annually, and the
   issuance of 1,071,428 shares of Class A convertible preferred stock of the
   Company, with a fair value of $12.50 per share.



                                      F-10
<PAGE>

   The following unaudited pro forma financial information shows the results of
   the Company's operations for the period presented as though the purchase of
   Great Bend and Stature Electric had been made at the beginning of the period.


                                                                    October 29,
                                                                        1995

Net sales                                                           $133,058,000
Income from operations                                                15,699,000
Net income                                                             7,086,000
Dividends and accretion on preferred stock                             1,025,000
Net income available for common stockholders                           6,061,000

Net income per common share                                         $       1.03

Number of shares                                                       5,865,000

5. INVENTORIES

   Inventories are summarized as follows:

                                                   October 27,       October 29,
                                                       1996             1995

Raw materials and purchased parts                  $ 8,468,218       $10,187,479
Work in process                                      4,316,588         4,957,924
Finished goods                                       6,338,316         5,419,571
                                                   -----------       -----------

Total                                              $19,123,122       $20,564,974
                                                   ===========       ===========

6. PROPERTY, PLANT AND EQUIPMENT

   Property, plant and equipment is summarized by major classification as
   follows:

                                                    October 27,      October 29,
                                                       1996             1995


Land and improvements                             $  1,165,459     $  1,200,243
Buildings                                           15,131,406       14,786,844
Machinery and equipment                             32,457,930       28,195,307
Construction in progress                               638,574          748,258
                                                  ------------     ------------

Total                                               49,393,369       44,930,652
Accumulated depreciation and amortization          (23,084,560)     (19,577,135)
                                                  ------------     ------------

Property, plant and equipment, net                $ 26,308,809     $ 25,353,517
                                                  ============     ============

   Depreciation expense was approximately $3,825,000, $2,890,000 and $2,553,000
   for the years ended October 27, 1996, October 29, 1995 and October 30, 1994,
   respectively.



                                      F-11
<PAGE>

7. INTANGIBLES

   Intangibles are summarized as follows:

                                                 October 27,        October 29,
                                                    1996                1995

Noncompetition agreements                       $ 2,220,000         $ 2,220,000
Goodwill                                         32,876,500          30,878,865
Customer lists                                    8,000,000           8,000,000
Other                                               897,734             863,793
                                                -----------         -----------

Total                                            43,994,234          41,962,658
Accumulated amortization                         (4,717,122)         (2,243,569)
                                                -----------         -----------

Intangibles, net                                $39,277,112         $39,719,089
                                                ===========         ===========

   Amortization expense was approximately $2,474,000, $1,324,000 and $234,000
   for the years ended October 27, 1996, October 29, 1995 and October 30, 1994,
   respectively.



                                      F-12
<PAGE>

8. LONG-TERM DEBT AND RELATED PARTY DEBT

   Long-term debt and related party debt consists of the following:
<TABLE>
<CAPTION>

                                                                                                          October 27,    October 29,
                                                                                                              1996          1995
<S>                                                                                                        <C>           <C>        
THIRD-PARTY DEBT:
  Banks:
    Unsecured revolving credit agreement                                                                   $30,000,000   $21,100,000
    Promissory note payable in monthly installments of $4,100 to $7,400 due April 1997
      with interest at 9% due monthly, collateralized by certain real property                                 633,938       735,085
    Promissory note in monthly installments of $8,864 due February 2009,
       with a variable interest rate
      (7.7% at October 27, 1996) due monthly, collateralized by certain real property                          873,705       911,360

  Industrial revenue bonds:
    Series 1993, interest at 4.50% to 6.75%, payable in annual installments increasing from
      $120,000 to $190,000; commencing in September 1994 and final payment due September 2003
      collateralized by building and equipment                                                               1,125,000     1,255,000
    Series 1988-A; issued August 25, 1988, payable in annual installments of $500,000 commencing
       in January 1997 and final payment due January 1, 2006, collateralized by building
       and  equipment                                                                                        5,000,000     5,000,000
    Series 1985, interest at 88% of prime, payable semiannually in amounts increasing from $10,000 to
      $25,000; final payment due December 1997                                                                  74,780       118,364
    Series 1984, interest at 75% of prime payable in monthly installments; final payment
      due December 1999,  collateralized by building and equipment                                             128,862       166,320
    Series 1984 A & B, payable in annual installments ranging from $100,000 to $155,000, plus
      interest payable semi-annually at rates from 4.25% to 6.75%; final payment due March 2004,
      collateralized by building and equipment                                                               1,045,000     1,150,000
    Series 1989, interest at 7.5% , payable semiannually, with principal amount due
     in August 1999, collateralized by certain real property                                                 1,800,000     1,800,000

  Former and current stockholders:
    Noncompetition agreement, payable in quarterly installments of
      $25,000 through December 1996, noninterest bearing                                                        37,500       125,000
    Noncompetition agreement, payable in quarterly installments of
      $25,000 through May 2001, noninterest bearing                                                            450,000       550,000
    Subordinated promissory notes, principal and interest of $20,054
      and $13,281 payable in quarterly installments, interest at 9%
      with final payment due April 1999                                                                        221,887       332,830
    Subordinated promissory notes, payable in monthly installments of $77,107,
      interest at 7.67% with final payment due October 2001                                                  3,882,859     4,487,099
    Subordinated promissory notes, payable in quarterly installments of $42,585 plus interest at
      8% with final payment due April 2005                                                                   1,447,903     1,618,245
    Subordinated promissory note, payable in August 1998, interest payable in quarterly
      installments at 8%                                                                                       802,543

  Other:
    Capital lease obligations                                                                                  134,516       281,042
    Other long-term debt                                                                                       180,557        68,539
                                                                                                           -----------   -----------

           Total third-party debt                                                                           47,839,050    39,698,884
                                                                                                           -----------   -----------

RELATED PARTY DEBT:
  Promissory notes, payable to preferred stockholders in installments ranging from $3,125,000 in January
    1996 and $1,875,000 quarterly through October 1996, interest at 8%, with final payment of $3,750,000 
    thereafter due on demand, due no later than October 2005                                                 5,625,000    12,500,000
  Subordinated promissory notes payable to a director, interest only at 10%, due December 1996                 350,000       350,000
  Subordinated notes payable to a director, annual payments of $137,500 to $200,000 due October 1992
    through October 1996 with interest at 15% due quarterly                                                                  250,000
                                                                                                           -----------   -----------
           Total related party debt                                                                          5,975,000    13,100,000
                                                                                                           -----------   -----------

  Total long-term debt                                                                                      53,814,050    52,798,884
  Less current portion                                                                                       8,745,934    10,665,951
                                                                                                           -----------   -----------

  Total                                                                                                    $45,068,116   $42,132,933
                                                                                                           ===========   ===========
</TABLE>

                                      F-13
<PAGE>


   The Company has a $55,000,000 unsecured revolving credit agreement with two
   banks, which expires on March 31, 2000 of which $30,000,000 was outstanding
   at October 27, 1996. On December 5, 1996, the Company amended the agreement
   in order to meet certain financial covenants with which the Company would not
   have been in compliance as of October 27, 1996. Interest is payable monthly,
   at the Company's option, at either the bank's prime rate (8.25% at October
   27, 1996) or a variable spread (1.75% at October 27, 1996) over the London
   Interbank Offered Rate. The effective rate at October 27, 1996 was 7.4%. The
   agreement includes financial and other covenants, including leverage, fixed
   charge, cash flow and net worth ratios, restrictions on certain asset sales,
   mergers and other significant transactions and a negative pledge on fixed
   assets. Repayment of the Industrial Revenue Bonds of certain of the
   subsidiaries has been guaranteed by the Company.

   Derivative Interest Rate Contracts - The Company entered into two interest
   rate swap agreements, each with a $7.5 million notional amount. Beginning in
   fiscal year 1997, the Company will receive floating interest rate payments at
   the three month London Interbank Offered Rate in exchange for quarterly fixed
   interest rate payments of 7.0675% and 7.09% over the life of the agreements.
   The Company enters into these interest rate swap agreements to change the
   fixed/variable interest rate mix of the debt portfolio to reduce the
   Company's aggregate risk to movements in interest rates. The agreements are 
   accounted for using settlement accounting.

   The aggregate amount of required payments on long-term debt, excluding
   capital lease obligations, is as follows:


Year ending October:
1997                                                                 $ 8,650,159
1998                                                                   2,796,174
1999                                                                   3,750,469
2000                                                                  31,976,689
2001                                                                   1,816,038
Thereafter                                                             4,690,005
                                                                     -----------

Total                                                                $53,679,534
                                                                     ===========

   Future capital lease obligations are as follows:

1997                                                                    $106,657
1998                                                                      41,676
                                                                        --------

Total                                                                    148,333
Amount representing interest                                              13,817
                                                                        --------

Present value of payments                                                134,516
Less current portion                                                      95,775
                                                                        --------

Long-term capital lease obligations                                     $ 38,741
                                                                        ========

   Equipment with a net book value of $253,255 and $276,240 at October 27, 1996
   and October 29, 1995 (net of accumulated amortization of $539,646 and
   $452,644 at October 27, 1996 and October 29, 1995), has been leased under
   capital leases.

9. TRANSACTIONS WITH RELATED PARTIES

   Advances and interest receivable from affiliate represent amounts owed to the
   Company for the cash balances advanced to Brynavon Group. Prior to the
   Reorganization (see Note 1) interest income was 




                                      F-14
<PAGE>



    received on these balances at the prime rate and was approximately $614,000
    for the year ended October 30, 1994.

    During 1995, the Company and Brynavon Group settled all remaining amounts
    outstanding, including a subordinated note payable to Brynavon Group, which
    resulted in a gain of $200,000, which has been included as other income in
    the 1995 consolidated statement of operations.

    Interest expense related to amounts owed to Brynavon Group were
    approximately $83,000 and $809,000 for the years ended October 29, 1995 and
    October 30, 1994.

10. PENSION AND POSTRETIREMENT PLANS

    Pension Plans - In July 1995, the Company established a defined contribution
    401(k) plan covering substantially all of its employees, except for Motor
    Products' hourly employees who are covered under the defined benefit pension
    plan described below. Eligible employees may contribute up to 15% of their
    compensation to this plan and their contributions are matched by the Company
    at a rate of 50% on the first 4% of the employees' contribution. The plan
    also provides for a fixed contribution of 3% of eligible employees'
    compensation. The expense for the years ended October 27, 1996 and October
    29, 1995 under this plan was approximately $686,000 and $206,000,
    respectively. All existing 401(k) and defined contribution plans were merged
    into the newly created 401(k) plan. These other plans are described below.

    Great Bend sponsors a 401(k) savings plan covering substantially all of its
    employees. Employees can contribute up to 15% of their salary and their
    contributions are matched at a rate of 25% on the first 4% of the employees'
    contribution. Expense for the years ended October 27, 1996 and October 29,
    1995 under this plan was approximately $16,000 and $7,000, respectively.

    Motor Products, Snowmax, Cramer and other affiliated entities of Brynavon
    Group had participated in a defined contribution plan covering substantially
    all of their employees, except for Motor Products hourly employees who are
    covered under a defined benefit pension plan described below. This plan
    provided for contributions which, when added to forfeitures which have
    become available for allocation, totaled 4.5% of eligible employees'
    compensation. The sponsors' fund costs accrued currently. The expense for
    the years ended October 29, 1995 and October 30, 1994 under this plan was
    approximately $228,000 and $280,000, respectively.

    DewEze sponsored a 401(k) savings plan covering substantially all of its
    employees. Employees could contribute up to 10% of their salary, of which up
    to 3% was matched by DewEze. Expense for the years ended October 29, 1995
    and October 30, 1994 under this plan was approximately $30,000 for each
    year-end.

    Dura-Bond sponsored a defined contribution pension plan covering
    substantially all of its employees. Contributions were determined as 4% of
    each covered employee's compensation, net of employee forfeitures. Dura-Bond
    also sponsored, beginning in fiscal 1992, a 401(k) savings plan covering
    substantially all of its employees. Employees could contribute up to 15% of
    their salary, of which 1/2% 




                                      F-15
<PAGE>

    was matched by Dura-Bond. Expense for the Dura-Bond plans for the years
    ended October 29, 1995 and October 30, 1994 was approximately $38,000 and
    $120,000, respectively.

    Motor Products has a defined benefit pension plan covering substantially all
    of its hourly employees. The benefits are based on years of service, the
    employee's compensation during the last three years of employment and
    accumulated employee contributions. Net pension expense included in the
    consolidated statements of operations for the years ended October 27, 1996,
    October 29, 1995, and October 30, 1994 was determined as follows:

<TABLE>
<CAPTION>

                                                 October 27,       October 29,       October 30,
                                                    1996              1995              1994

<S>                                             <C>               <C>               <C>        
Service cost                                    $  68,600         $  52,500         $  63,200  
Interest cost on projected benefit obligation     186,543           187,088           175,112
Expected return on assets                        (220,463)         (197,459)         (207,225)
Amortization of unrecognized net credit           (41,235)          (41,235)          (41,235)
Amortization of prior service cost                 12,641            12,641            12,641
Amortization of unrecognized loss                   9,641            18,639            23,212
                                                ---------         ---------         ---------
                                                                                  
Net pension expense                             $  15,727         $  32,174         $  25,705
                                                =========         =========         =========
</TABLE>

   The following is a reconciliation of the plan's funded status:
<TABLE>
<CAPTION>

                                                                     October 27,   October 29,
                                                                        1996           1995

<S>                                                                  <C>            <C>        
Projected benefit obligation                                         $ 2,656,200    $ 2,752,500
Plan assets at market value - consisting primarily of mutual funds     3,036,722      2,755,787
                                                                     -----------    -----------

Funded status                                                            380,522          3,287
Unrecognized initial net credit                                         (371,110)      (412,345)
Unrecognized prior service cost                                          161,721        174,362
Unrecognized net loss                                                    226,349        647,905
                                                                     -----------    -----------

Prepaid pension                                                      $   397,482    $   413,209
                                                                     ===========    ===========
</TABLE>

   Additional disclosures and assumptions:


                                                   October 27,       October 29,
                                                      1996              1995

Accumulated benefit obligation                 $   2,174,200      $   2,186,900
Vested benefit obligation                          2,127,500          2,169,700
Discount rate                                           7.50%              7.25%
Expected long-term rate of return                        8.0                8.0
Salary increases                                         5.0                5.0


   Stature Electric had a defined benefit pension plan covering substantially
   all of its employees. Upon the acquisition, the Company initiated a plan to
   freeze the benefits, terminate the plan and provide new retirement benefits
   under the Company's 401(k) plan.



                                      F-16
<PAGE>

   Postretirement Plan - Motor Products provides postretirement medical benefits
   and life insurance benefits to current and former employees who retire from
   Motor Products. No contributions from retirees are required and the Plan is
   funded on a pay-as-you-go basis.

   Motor Products has adopted SFAS No. 106, Employers' Accounting for
   Postretirement Benefits Other Than Pensions (SFAS 106). SFAS 106 requires
   recognition during employees' active service periods of the expected cost of
   providing such postretirement benefits. Motor Products paid $64,500, $44,400
   and $33,900 in such benefits during the years ended October 27, 1996, October
   29, 1995 and October 30, 1994, respectively.

   The following table sets forth the funded status of the plan reconciled with
   the amount shown in the consolidated balance sheet as of October 27, 1996 and
   at October 29, 1995:
<TABLE>
<CAPTION>


                                                                     October 27,       October 29,
                                                                         1996              1995

<S>                                                                  <C>            <C>        
Accumulated postretirement benefit obligation:
  Retirees                                                           $   454,800    $   407,300
  Fully eligible active plan participants                                171,900        225,300
  Other active plan participants                                       1,067,900      1,054,200
                                                                     -----------    -----------
           Total                                                       1,694,600      1,686,800
Plan assets at fair value                                                      0              0
                                                                     -----------    -----------

           Accumulated postretirement benefit obligation in excess
              of plan assets                                           1,694,600      1,686,800
Unrecognized net gain from past experience different from that
  assumed and from changes in assumptions                                185,290         27,318

Prior service cost not yet recognized in net periodic
  postretirement benefit cost                                           (285,940)      (301,820)
                                                                     -----------    -----------

Accrued postretirement benefit cost                                  $ 1,593,950    $ 1,412,298
                                                                     ===========    ===========

</TABLE>

   Net periodic postretirement benefit cost included the following components
   for the years ended October 27, 1996 and October 29, 1995:

                                             October 27,         October 29,
                                                1996               1995

Service cost                                $ 115,600           $  97,100
Interest cost                                 113,700             109,100
Amortization of prior service cost             15,880              15,880
Amortization of unrecognized loss                                  (2,500) 
                                            ---------           ---------   
Total                                       $ 245,180           $ 219,580
                                            =========           =========

   For measurement purposes, a 9.4% and 10.4% annual rate of increase in the per
   capita cost of covered health care benefits was assumed for the years ended
   October 27, 1996 and October 29, 1995, respectively; the rate was assumed to
   decrease gradually to 4.9% for 2015 and 5.2% for 2012, and remain




                                      F-17
<PAGE>

    at that level thereafter. The health care cost trend rate assumption has a
    significant effect on the amounts reported. To illustrate, increasing the
    assumed health care cost trend rates by one percentage point in each year
    would increase the accumulated postretirement benefit obligation as of
    October 27, 1996 by $361,000 and the aggregate of the service cost and
    interest cost components of the net periodic postretirement benefit cost for
    the year then ended by $60,300.

    The weighted average discount rate used in determining the accumulated
    postretirement benefit obligation was 7.5% and 7.25%, as of October 27, 1996
    and October 29, 1995, respectively.

11. COMMITMENTS AND CONTINGENCIES

    The Company leases office space, a production facility and certain equipment
    under operating leases. Operating lease expense was approximately
    $1,061,000, $702,000 and $574,000 for the years ended October 27, 1996,
    October 29, 1995 and October 30, 1994, respectively, net of sublease rentals
    and reimbursements of utilities of $99,000, $269,000 and $260,000,
    respectively. The lease on the corporate headquarters office space expires
    in September 2006 with a base rent of approximately $186,000 in 1996, which
    adjusts annually through October 1999 to $305,000. Cramer leases its
    facilities under an operating lease which is scheduled to expire in 1999,
    with an additional 10 year renewal option beyond 1999. The lease requires
    Cramer to pay the property taxes, insurance, utilities and maintenance
    expenses. Future minimum rental payments under non-cancellable operating
    leases are as follows:


                  Year ending October:
                  1997                     $  909,163
                  1998                        963,297
                  1999                        773,694
                  2000                        353,741
                  2001                        305,160
                  Thereafter                1,500,370
                                            ---------
                                           $4,805,425
                                           ==========

    At October 27, 1996, outstanding letters of credit totaled approximately
    $8,111,000. These letters of credit primarily guarantee certain notes and
    performance of contracts associated with acquisitions made by the Company.

    The Company is subject to federal, state and local environmental regulation
    with respect to its operations. The Company believes that it is operating in
    substantial compliance with applicable environmental regulations.

    In December 1990, Dura-Bond was issued a non-binding request for certain
    investigative and remediation measures by the California Regional Water
    Quality Control Board relating to a facility it formerly operated. Since the
    issuance of the request, the State has taken no further action against
    Dura-Bond. In the event the State were to seek further remediation,
    Dura-Bond may face claims from the State or claims for contribution to its
    former lessor. Dura-Bond believes that it has substantial defenses to any
    such claim. 

    The lessor of Cramer's facility is engaged in negotiations with the State of
    Connecticut regarding additional investigative or remedial measures at this
    facility. Cramer may be required to bear a portion of the costs of any such
    investigative or remedial measures, the amount of which cannot currently be




                                      F-18
<PAGE>

    reasonably estimated. Cramer is also engaged in the closure of waste
    handling facilities at this location in accordance with State regulations.
    Closure is expected to be completed in 1997 at a cost which is not expected
    to be significant.

    Cramer has been named as a potentially responsible party with respect to a
    hazardous substance disposal site being cleaned up by the U.S. Environmental
    Protection Agency under its "Superfund" program, which they expect to settle
    through the payment of minor amounts.

    A portion of Sooner's manufacturing facility was used in the past to store
    containers of waste oil and solvents, and an above-ground diesel fuel
    storage tank is currently located at the facility. The Company intends to
    establish a well at the facility for the purpose of monitoring the ground
    water for any contamination, and the Company estimates such monitoring will
    cost approximately $12,500 per year.

    Current historic manufacturing and other operations at the Company's various
    facilities may result and may have resulted in the discharge and release of
    hazardous substances and waste from time to time. The Company routinely
    responds to such incidents as deemed appropriate pursuant to applicable
    federal, state and local environmental regulations.

    Sooner and DewEze have arrangements with a number of financial institutions
    to provide floor plan financing for its dealers, which require them to
    repurchase repossessed products from the financial institutions in the event
    of a default by the financed dealer. Their obligation is typically to
    repurchase the equipment at 90% of the purchase price for the first 180
    days, 80% for the next 90 days and 70% for the next 90 days, after which the
    obligation expires. Neither subsidiary has taken possession on any equipment
    pursuant to the repurchase obligations in these contracts.

    In addition to the matters reported herein, the Company is involved in
    litigation dealing with the numerous aspects of its business operations. The
    Company believes that settlement of such litigation will not have a material
    effect on its consolidated financial position or results of operations.

12. TAXES ON INCOME

    Effective with the Reorganization, taxes on income are provided based upon
    SFAS No. 109. As such, the Company established deferred taxes at the date of
    the Reorganization in the amount of $801,000 which was reflected in the
    consolidated statement of operations for the year ended October 30, 1994.

    The income tax provision consists of the following:

                                                October 27,         October 29,
                                                   1996                1995

Current:
  Federal                                       $ 1,810,000         $ 3,899,000
  State                                              40,000             178,000
Deferred - federal                                 (575,000)           (177,000)
                                                -----------         -----------

Total income tax provision                      $ 1,275,000         $ 3,900,000
                                                ===========         ===========



                                      F-19
<PAGE>

   The reconciliation to the statutory federal income tax rate is as follows:


                                                        October 27,  October 29,
                                                           1996          1995

Federal income tax provision at statutory rate              35.0%       35.0%
State income taxes, net of federal income tax benefit        1.2         1.1
Amortization of excess cost of net assets acquired          23.5         2.4
Other                                                        0.4        (0.6)
                                                            ----         ---
                                                                     
Provision for income taxes                                  60.1%       37.9%
                                                            ====         ===
                                                                 
   The components of the Company's net deferred tax assets and liabilities,
   including the deferred tax liability recorded upon the acquisition of Stature
   Electric are as follows:

                                                    October 27,      October 29,
                                                       1996             1995
Deferred tax asset:
  Intangibles                                      $   615,000      $   615,000
  Accruals and reserves                              1,540,000        1,369,000
  Tax credits and loss carryforwards                   683,000          315,000
  Other                                                484,000          121,000
                                                   -----------      -----------

                                                     3,322,000        2,420,000

  Valuation allowance                               (1,397,000)        (961,000)
                                                   -----------      -----------

           Total                                   $ 1,925,000      $ 1,459,000
                                                   ===========      ===========

Deferred tax liabilities:
  Intangibles                                      $ 2,888,000      $ 3,040,000
  Pension                                              135,000          140,000
  Property, plant and equipment                      1,413,000        1,180,000
                                                   -----------      -----------

           Total                                   $ 4,436,000      $ 4,360,000
                                                   ===========      ===========

Net deferred tax liability                         $(2,511,000)     $(2,901,000)
                                                   ===========      ===========

    These amounts are included in the accompanying consolidated financial
    statements as follows:


                                                 October 27,        October 29,
                                                   1996                1995

Current assets                                  $ 1,032,000         $   785,000
Long-term liabilities                            (3,543,000)         (3,686,000)
                                                -----------         -----------

Net deferred tax liability                      $(2,511,000)        $(2,901,000)
                                                ===========         ===========
  
    The Company's valuation allowance relates primarily to intangibles and state
    deferred tax assets on which management believes realization may be
    unlikely.

                                      F-20
<PAGE>

    Prior to the Reorganization, the Company had elected to be taxed as an S
    corporation for federal income tax purposes. As such, current taxable income
    had been included on the income tax returns of the stockholders under these
    elections. The completion of the Reorganization, (see Note 1) resulted in a
    termination of the S corporation election. The pro forma provision for
    federal income tax presented below reflects the provision for income taxes
    the Company would have reported had the Company been taxed on its income.

    The pro forma tax provision for 1994 consists of the following:


                                                                    October 30,
                                                                       1994

                         Current                                   $ 3,206,000
                         Deferred                                     (370,000)
                                                                   -----------

                         Total                                     $ 2,836,000
                                                                   ===========


    The pro forma effective income tax rate differs from the federal statutory
    tax rate due to adjustments for amortization of goodwill, officers' life
    insurance premiums, state income taxes and meals and entertainment.

13. CONVERTIBLE PREFERRED STOCK

    As part of the Stature Electric acquisition, the Company issued 1,071,428 of
    its 10,000,000 authorized preferred shares as Class A convertible preferred
    stock, with a stated value of $14 per share. The stock was recorded at its
    fair market value of $12.50 per share. The convertible preferred stock is
    entitled to quarterly cash dividends as a percentage of the stated value of
    $15,000,000 as follows:

    November 1996 to October 2000           5% per annum
    November 2000 to October 2001           6% per annum
    November 2001 to October 2002           7% per annum
    November 2002 to October 2003           8% per annum
    November 2003 to October 2004           9% per annum
    November 2004 and thereafter            10% per annum

    The Company may not pay any common stock dividends unless all preferred
    dividend requirements have been met. At October 27, 1996, there are no
    accrued preferred dividends. The Class A convertible preferred stock has a
    liquidation preference of $14 per share at October 27, 1996. At any time
    prior to October 26, 2000, the holders of the preferred stock have a right
    to convert all, or any portion of the preferred stock into shares of common
    stock on a one to one ratio, (subject to adjustment under certain
    conditions). At any time after October 29, 2000, the Company may, at its
    option, redeem all, or any portion of the then outstanding preferred stock.
    The redemption price and the liquidation preference of the preferred stock
    is initially equal to the stated value of $14 per share and increases after
    November 2000 by 5% each year for ten years to a maximum of 150% of stated
    value. The convertible preferred stockholders are entitled to vote as a
    class to elect one member of the Board of Directors of the Company so long
    as at least 40% of the originally issued Class A preferred stock is
    outstanding. The convertible preferred stock has liquidation priority over
    common stock.

                                      F-21
<PAGE>

14. STOCK OPTION PLAN

    The Company's 1994 Stock Option Plan (the "Stock Option Plan") provides for
    the grant of options to purchase an aggregate of up to 500,000 shares of
    common stock of the Company. The Stock Option Plan is designed to serve as
    an incentive for retaining qualified and competent employees and directors.
    Eligible participants under the Stock Option Plan are all employees and
    directors of the Company. The Stock Option Plan is administered by the
    Company's Compensation Committee of the Board of Directors.

    The Stock Option Plan contains a provision for the automatic acceleration of
    the exercisability of all outstanding options upon the occurrence of a
    change in control (as defined in the Stock Option Plan) and a provision for
    the cancellation of options and cash payment to the holders of such canceled
    options upon the occurrence of certain of the events constituting a change
    in control. The Compensation Committee may generally amend, alter or
    discontinue the Stock Option Plan at any time, but no amendment, alteration
    or discontinuation will be made which would impair the rights of an optionee
    with respect to an outstanding stock option without the consent of the
    optionee.

    The following schedule summarizes stock option activity and status:
<TABLE>
<CAPTION>

                                                          October 27,     October 29,      October 30,
                                                             1996             1995             1994

<S>                                                         <C>             <C>              <C>    
Outstanding at beginning of year                            284,340         264,340          264,340
  Granted                                                   175,500          30,000                0
  Cancelled                                                (135,000)        (10,000)               0  
                                                           --------         -------        ---------   
                                                                                          
Outstanding at end of year                                  324,840         284,340          264,340  
                                                            =======         =======          =======  
                                                                                        
Exercise price of options outstanding at the
  end of year                                           $5.875-$12.00    $11.375-$12.00   $    12.00  
                                                        =============    ==============   ==========  

</TABLE>

    At October 27, 1996, a total of 175,160 shares were available for issuance
    under the Stock Option Plan to be granted in the future. At October 27,
    1996, 88,340 options were fully vested and exercisable.



                                      F-22
<PAGE>

15. BUSINESS SEGMENTS

    Business segment information is as follows:
<TABLE>
<CAPTION>

                                                              Engineered         Specialized         Corporate
                                                              Components          Equipment           Expenses
<S>                                                            <C>                 <C>            <C>           
Net sales:
  1996                                                     $  71,987,398       $  56,228,597
  1995                                                        57,374,938          50,625,714
  1994                                                        58,406,532          15,392,891

Income (loss) from operations:
  1996                                                         6,811,929           3,633,933      $  (4,444,313)
  1995                                                         9,666,192           6,785,719         (3,682,413)
  1994                                                         9,930,971           1,631,574         (2,417,317)

Identifiable assets:
  1996                                                        67,231,968          38,491,159          2,172,218
  1995                                                        67,109,265          40,014,760          1,595,246
  1994                                                        34,351,722          29,951,268          1,815,316

Capital additions:
  1996                                                         2,794,999           1,123,560            427,708
  1995                                                         2,352,722           1,719,327            365,189
  1994                                                         1,366,781             571,935             61,308

Depreciation and amortization expense:
  1996                                                         4,056,704           2,052,157            189,426
  1995                                                         2,334,540           1,768,610            110,187
  1994                                                         2,360,817             425,111

</TABLE>

                                      F-23
<PAGE>

16. QUARTERLY INFORMATION (UNAUDITED)

    The following table details net sales, gross profit, income (loss) before
    taxes, net income (loss) and net income (loss) per share on a quarterly
    basis for 1996 and 1995:
<TABLE>
<CAPTION>

                                        Quarter Ended      Quarter Ended       Quarter Ended      Quarter Ended
                                         January 1996        April 1996          July 1996         October 1996

<S>                                     <C>                <C>                 <C>                <C>          
Net sales                               $  27,919,402      $  33,442,895       $  33,294,650      $  33,559,048

Gross profit                                7,030,686          7,967,068           8,526,174          6,410,048

Income (loss) before taxes                    607,107            968,311           1,592,208         (1,044,655)

Net income (loss)                             367,300            539,180             844,180           (902,689)

Net income (loss) available
  for common shareholders                     112,986            283,598             587,305         (1,160,882)

Net income (loss) per
  common share                          $        0.02      $        0.05       $        0.10      $       (0.20)


                                        Quarter Ended      Quarter Ended       Quarter Ended      Quarter Ended
                                         January 1995        April 1995          July 1995         October 1995

Net sales                               $  21,492,937      $  26,819,155       $  29,549,940      $  30,138,620

Gross profit                                6,403,949          7,993,514           7,872,238          8,102,188

Income before taxes                         2,212,819          3,381,216           2,609,923          2,079,463

Net income                                  1,383,014          2,096,476           1,612,933          1,290,998

Net income per share                    $        0.24      $        0.36       $        0.28      $        0.21
 
</TABLE>
    Fourth Quarter Adjustments

    In the fourth quarter of fiscal 1996, the Company recorded $600,000 in
    selling, general and administrative expenses due to write-offs of doubtful
    accounts and additions to its reserve for doubtful accounts at its Snowmax
    subsidiary. At the end of fiscal 1996, the Company also recognized a
    reduction in inventory value of $1,093,000, consisting of physical inventory
    adjustments ($267,000), lower inventory valuations due to lower material,
    labor and overhead costs and a change in the method of valuing Sooner's
    finished goods ($576,000), and an additional reserve for obsolete inventory
    ($250,000). These adjustments were made in connection with the Company's
    year-end physical inventory valuation process and charged to cost of
    products sold. During the second half of fiscal 1996, the Company undertook
    an inventory reduction program at its Snowmax subsidiary. This led to an
    increase in cost of products sold of $240,000 in the third quarter and
    $493,000 in the fourth quarter. The Company's effective tax rate for the
    full year was 60.1%, a higher rate than had been expensed during the first
    three quarters of the year. The effect of increasing income tax expense in
    the fourth quarter to bring the full year rate to that level was
    approximately $300,000.

    Seasonality

    Sales of certain of the Company's specialized equipment tend to be seasonal
    with lowest sales during the first fiscal quarter and higher sales during
    the fourth fiscal quarter, corresponding with the fall harvest season for
    farmers. Sales of the Company's engineered component products experience
    less seasonality but generally have higher sales during the second fiscal
    quarter while sales of these products are lowest during the first fiscal
    quarter.

    Cyclicality

    The Company's Engineered Component Products segment is subject to changes in
    the overall level of domestic economic activity. The Specialized Equipment
    segment is subject to changes in certain sectors of the agricultural
    economy, which may be influenced by climate changes and governmental policy.
    The segment's horse trailer sales which have not tended to be affected by
    changes in the agricultural economy, have had a moderating effect on the
    results of the entire Specialized Equipment segment, but may be subject to
    the overall domestic business cycle.



                                 ******

                                      F-24
<PAGE>

                                                       Schedule II

                        Owosso Corporation
          Valuation and Qualifying Accounts and Reserves
            For the three years ended October 27, 1996
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                          Balance at        Charged to                        Balance at
                                                           Beginning        Costs and        Deductions         End of
                                                           of Period         Expenses           (a)             Period     
                                                          ----------      ------------       -----------     ------------      

<S>                                                       <C>            <C>                <C>              <C>       
For the year ended October 27, 1996
  Allowances on:
    Accounts receivable                                   $  155,352     $     646,547      $  (292,923)     $  508,976
    Inventory                                                294,382         1,216,017         (945,437)        564,962

For the year ended October 29, 1995
  Allowances on:
    Accounts receivable                                   $  267,779     $      94,104      $  (206,531)     $  155,352
    Inventory                                                300,000           100,000         (105,618)        294,382

For the year ended October 30, 1994
  Allowances on:
    Accounts receivable                                   $  220,430     $     115,335     $    (67,986)     $  267,779
    Inventory                                                                  300,000                          300,000

(a)  Amounts written off against related assets


</TABLE>






                                      F-25

<PAGE>


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

   
This Item 14 is being refiled as part of this Form 10-K/A for the sole purpose
of listing the financial statement schedule in Item 14(a)(2) that was set forth
on page F-25 of the Form 10-K as originally filed on January 27, 1997 and is set
forth on page F-25 of this Form 10-K/A.
    

(a)      (1)      Financial Statements

   
The financial statements being filed as part of this Form 10-K/A are listed in
the Index to Consolidated Financial Statements set forth under Item 8 above.
    


                                      -36-


<PAGE>



         (2)      Schedules

   
The following consolidated financial statement schedule of the Company is filed
as part of this Form 10-K/A:

Schedule II -- Valuation and Qualifying Accounts.
    


         (3)      Exhibits
<TABLE>
<CAPTION>


Exhibit No.                                                 Description
-----------                                                 ------------
<S>                                                 <C>
 * 3.1            Articles of Incorporation of the Company (Exhibit 3.1 to the Company's Form S-1
                  Registration Statement, No. 33-76964 (the "1994 Registration Statement")).

 * 3.2            By-Laws of the Company (Exhibit 3.2 to the 1994 Registration Statement).

 * 3.3            Designations of the Class A Convertible Preferred Stock of Owosso Corporation
                  (Exhibit 4.1 to the Company's Current Report on Form 8-K dated October 31,
                  1995 (the "October 31, 1995 Form 8-K")).

 *10.1            1994 Stock Option Plan (Exhibit 10.1 to the Company's Annual
                  Report on Form 10-K for the year ended October 30, 1994 (the
                  "1994 Form 10-K ")).

 *10.2            MIS Agreement dated October 31, 1994 by and between Owosso
                  Corporation and The Owosso Company (Exhibit 10.2 to the 1994
                  Form 10-K).

 *10.3            Lease Agreement, by and between Gregory M. Cook and Kevin C.
                  Geenty, D/B/A Mill Rock Leasing, as Landlord, and Cramer
                  Company, as Tenant, dated November 1, 1995 (Exhibit 10.3 to
                  the Company's Annual Report on Form 10-K for the year ended
                  October 29, 1995 (the "1995 Form 10-K ")).

 *10.4            Second Amended and Restated Credit Agreement by and among The Owosso
                  Company, Motor Products-Owosso Corporation, Cramer Company, The Macton
                  Corporation, Seajay Manufacturing Corporation, Redmond Financial Corporation,
                  Parker Industries, Inc., Kuker-Parker Industries, Inc., Tannewitz, Inc., Gluco, Inc.,
                  Snow Coil, Inc., Robert A. Martin Company, Inc., Copco, Inc., Beachmont
                  Company, Beachmont-Tabor Company, and NBD Bank, N.A., dated April 1,
                  1991, as amended July 31, 1992, and as amended March 21, 1994 (Exhibit 10.4 to
                  the 1994 Registration Statement).

 *10.5            Loan Agreement between Director of the State of Nevada
                  Department of Commerce as Issuer and The Landover Company
                  D/B/A Dura-Bond Bearing Company, dated August 1, 1988
                  regarding the issuance of Series 1988-A Industrial Development
                  Revenue Bonds (Exhibit 10.5 to the 1994 Registration
                  Statement).
</TABLE>

                                      -37-


<PAGE>

<TABLE>
<CAPTION>


Exhibit No.                                                 Description
-----------                                                 ------------
<S>                                                 <C>

 *10.6            Loan Agreement between the City of Jefferson, Iowa and Parker
                  Industries, Inc., dated December 1, 1985 regarding the
                  issuance of Series 1985 Industrial Development Revenue Bonds
                  (Exhibit 10.6 to the 1994 Registration Statement).

 *10.7            Offering Statement regarding the City of Harper, Kansas, Industrial Revenue
                  Bonds issued to DewEze Manufacturing, Inc., dated October 1, 1993 (Exhibit
                  10.7 to the 1994 Registration Statement).

 *10.8            Offering Statement regarding the Gregg County Development Corporation, Inc.
                  Revenue Bonds, issued to Greer & Snow Coil Manufacturers, Inc., dated May 17,
                  1984 (Exhibit 10-8 to the 1994 Registration Statement).

 *10.9            Lease by and between Gregory M. Cook, D/B/A Mill Rock Leasing,
                  as Landlord, and Cramer Company, as Tenant, dated April 11,
                  1986 (Exhibit 10.9 to the 1994 Registration Statement).

*10.10            Equipment Lease Agreement, by and between X/L Datacomp, Inc. and The
                  Owosso Company, dated March 17, 1989 (Exhibit 10.13 to the 1994 Registration
                  Statement).

*10.11            Guaranty Agreement, dated as of October 31, 1994, by and
                  between Owosso Corporation and NBD Bank, N.A. (Exhibit 10.14
                  to the 1995 Form 10-K).

*10.12            Fourth Amendment to Reimbursement Agreement, dated as of September 30,
                  1995, by and between The Landover Company and NBD Bank, N.A. (Exhibit
                  10.15 to the 1995 Form 10-K).

*10.13            Third Amendment to Credit Agreement, dated as of October 31, 1995, by and
                  among NBD Bank, N.A., PNC Bank, N.A. and NBD Bank, N.A. as Agent, and
                  Owosso Corporation, Ahab Investment Company, Cramer Company, DewEze
                  Manufacturing, Inc., The Landover Company, Motor Products-Owosso
                  Corporation, Snowmax Incorporated, Sooner Trailer Manufacturing Co., Motor
                  Products-Ohio Corporation, Great Bend Manufacturing Company, Inc. and
                  Stature Electric, Inc. (Exhibit 10.16 to the 1995 Form 10-K).

*10.14            Reimbursement Agreement, dated as of December 1, 1995, by and between
                  Stature Electric, Inc. and NBD Bank, N.A. (Exhibit 10.22 to the 1995 Form
                  10-K).


</TABLE>

                                      -38-


<PAGE>



<TABLE>
<CAPTION>


Exhibit No.                                                 Description
-----------                                                 ------------
<S>                                                 <C>

*10.22            Irrevocable Guaranty Agreement, dated as of December 1, 1995, by and between
                  Owosso Corporation and NBD Bank, N.A. (Exhibit 10.32 to the 1995 Form
                  10-K).

*10.23            Management Services Agreement, by and between Snowmax,
                  Incorporated, and The Owosso Company, dated July 31, 1989
                  (Exhibit 10.33 to the 1994 Registration Statement).

*10.24            Subordinated promissory note of DewEze Manufacturing, Inc.,
                  issued to Howard Hershberger, dated December 18, 1991 (Exhibit
                  10.34 to the 1994 Registration Statement).

*10.25            Subordinated promissory note of DewEze Manufacturing, Inc.,
                  issued to Dewey Hostetler, dated December 18, 1991 (Exhibit
                  10.35 to the 1994 Registration Statement).

*10.26            Non-Competition Agreement by and between DewEze Manufacturing, Inc. and
                  Dewey Hostetler, dated December 18, 1991 (Exhibit 10.36 to the 1994
                  Registration Statement).

</TABLE>

                                      -39-


<PAGE>



<TABLE>
<CAPTION>


Exhibit No.                                                 Description
-----------                                                 ------------
<S>                                                 <C>
*10.27            Non-Competition Agreement by and between DewEze Manufacturing, Inc. and
                  Howard Hershberger, dated December 18, 1991 (Exhibit 10.37 to the 1994
                  Registration Statement).

*10.28            Extension agreement among Owosso Corporation, Richard R. Carr
                  and I. Wistar Morris, III, dated September 27, 1994 (Exhibit
                  2.7 to the 1994 Registration Statement).

*10.29            Promissory Note of Snowmax, Incorporated, dated April 7, 1992,
                  issued to Longview Bank and Trust Company, in the amount of
                  $1,000,000 (Exhibit 10.39 to the 1994 Registration Statement).

*10.30            Deed of Trust, dated April 7, 1992, on property of Snowmax,
                  Incorporated located in Upshur County, Texas (Exhibit 10.40 to
                  the 1994 Registration Statement).

*10.31            Deed of Trust, dated April 7, 1992, on property of Snowmax,
                  Incorporated located in Gregg County, Texas (Exhibit 10.41 to
                  the 1994 Registration Statement).

*10.32            Lender's Subordination Agreement, dated April 7, 1992, among Longview Bank
                  and Trust Company, Snowcoil, Inc. and Snowmax, Incorporated (Exhibit 10.42 to
                  the 1994 Registration Statement).

*10.33            Reimbursement Agreement, dated as of August 1, 1991, by The
                  Landover Company in favor of NBD Bank, N.A., as amended on
                  December 30, 1991 and March 1, 1993 (Exhibit 10.43 to the 1994
                  Registration Statement).

*10.34            Lease, dated March 21, 1995, between Motor Products - Ohio
                  Corporation and William Berhard Realty Company (Exhibit 10.44
                  to the 1995 Form 10-K).

*10.35            Confidentiality and Non-Solicitation Agreement between the
                  Company and Eugene P. Lynch, dated October 31, 1994 (Exhibit
                  10.45 to the 1994 Form 10-K).

*10.36            Confidentiality and Non-Solicitation Agreement between the
                  Company and Ellen D. Harvey, dated October 31, 1994 (Exhibit
                  10.46 to the 1994 Form 10-K).

*10.37            Confidentiality and Non-Solicitation Agreement between the
                  Company and George B. Lemmon, Sr., dated October 31, 1994
                  (Exhibit 10.47 to the 1994 Form 10-K).

*10.38            Confidentiality and Non-Solicitation Agreement between the
                  Company and George B. Lemmon, Jr., dated October 31, 1994
                  (Exhibit 10.48 to the 1994 From 10-K).

</TABLE>

                                      -40-
<PAGE>

<TABLE>
<CAPTION>


Exhibit No.                                                 Description
-----------                                                 ------------
<S>                                                 <C>

*10.39            Confidentiality and Non-Solicitation Agreement between the
                  Company and John H. Wert, Jr., dated October 31, 1994 (Exhibit
                  10.50 to the 1994 Form 10-K).

*10.40            Confidentiality and Non-Solicitation Agreement between the
                  Company and John R. Reese, dated October 31, 1994 (Exhibit
                  10.51 to the 1994 Form 10-K).

*10.41            Credit Agreement by and among NBD Bank, N.A., PNC Bank, N.A. and NBD
                  Bank, N.A. as Agent, and Owosso Corporation, Ahab Investment Company,
                  Cramer Company, DewEze Manufacturing, Inc., The Landover Company, Motor
                  Products-Owosso Corporation, Snowmax Incorporated and Sooner Trailer
                  Manufacturing Co. (Exhibit 10.52 to the 1994 Form 10-K).

*10.42            Third Amendment to Reimbursement Agreement, dated as of December 15, 1995,
                  by and between The Landover Company and NBD Bank, N.A. (Exhibit 10.53 to
                  the 1995 Form 10-K).

*10.43            Stock Purchase Agreement among Owosso Corporation, Richard R. Carr and I.
                  Wistar Morris, III, dated March 24, 1994 (Exhibit 2.2 to the 1994 Form 10-K).

*10.44            Asset Purchase Agreement among DewEze Manufacturing, Inc., Kuker-Parker
                  Industries, Inc. and The Owosso Company, dated October 31, 1994 (Exhibit 2.3 to
                  the 1994 Form 10-K).

*10.45            Subordinated promissory note of DewEze Manufacturing, Inc.,
                  issued to Howard Hershberger, dated October 31, 1994 (Exhibit
                  2.4 to the 1994 Form 10-K).

*10.46            Subordinated promissory note of DewEze Manufacturing, Inc.,
                  issued to Dewey Hostetler, dated October 31, 1994 (Exhibit 2.5
                  to the 1994 Form 10-K).

*10.47            The Owosso Group, Plan of Reorganization dated March 25, 1994 (Exhibit 2.1 to
                  the 1994 Registration Statement).

*10.48            Amendment No. 1 to The Owosso Group Plan of Reorganization dated September
                  26, 1994 (Exhibit 2.8 to the 1994 Registration Statement).

*10.49            Stock Purchase Agreement dated September 9, 1994 by and among Owosso
                  Corporation, Sooner Trailer Manufacturing Co., Michael S. Bernhardt, Billy J.
                  Bernhardt, Viola M. Bernhardt, Michael S. and Cynthia L. Bernhardt Charitable
                  Remainder Unitrust U/T/A 8/15/94, Billy J. and Viola M. Bernhardt Charitable
                  Remainder Unitrust U/T/A 8/15/94, Steven J. Bernhardt Trust U/T/A 8/15/94 and
                  Cynthia L. Bernhardt Trust U/T/A 8/15/94 (Exhibit 2.9 to the 1994 Registration
                  Statement).

</TABLE>

                                      -41-


<PAGE>



<TABLE>
<CAPTION>


Exhibit No.                                                 Description
-----------                                                 ------------
<S>                                                 <C>
*10.50            Letter Agreement by and among Owosso Corporation, The Owosso Company and
                  Sooner Trailer Manufacturing Co. dated October 25, 1994 (Exhibit 2.10 to the
                  1994 Form 10-K).

*10.51            Stock Purchase Agreement dated April 28, 1995 by and among Owosso
                  Corporation, Great Bend Manufacturing Inc. and the stockholders of Great Bend
                  Manufacturing Inc. (Exhibit 2.1 to the Company's Current Report on Form 8-K
                  dated May 1, 1995).

*10.52            Agreement and Plan of Merger dated October 25, 1995 by and among Owosso
                  Corporation, Stature Electric, Inc. and the stockholders of Stature Electric, Inc.
                  (Exhibit 2.1 to the October 31, 1995 Form 8-K).

*10.53            Consulting Agreement dated October 31, 1995 by and between Owosso
                  Corporation and Lowell Huntsinger (Exhibit 10.1 to the October 31, 1995 Form
                  8-K).

*10.54            Registration Rights Agreement dated October 31, 1995 by and among Owosso
                  Corporation, Lowell Huntsinger, Randall James and Morris Felt (Exhibit 10.2 to
                  the October 31, 1995 Form 8-K).

*10.55            Loan Agreement dated September 18, 1993 between Sooner Trailer
                  Manufacturing Co. and American National Bank, Duncan, Oklahoma, and
                  Amendment No. 1 to Loan Agreement dated December 13, 1994 between the
                  same parties (Exhibit 10.54 to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended January 29, 1995).

*10.56            First Amendment to Credit Agreement by and among Owosso
                  Corporation, its subsidiaries, NBD Bank, PNC Bank, N.A., and
                  NBD Bank, as Agent, dated as of August 1, 1995 (Exhibit 10.56
                  to the Company's Quarterly Report on Form 10-Q for the quarter
                  ended July 30, 1995 (the "July 1995 Form 10-Q")).

*10.57            Second Amendment to Credit Agreement by and among Owosso
                  Corporation, its subsidiaries, NBD Bank, PNC Bank, N.A., and
                  NBD Bank, as Agent, dated as of September 1, 1995 (Exhibit
                  10.57 to the July 1995 Form 10-Q).

*10.58            Distribution Agreement by and among DewEze Manufacturing, Inc. and Airens
                  Company, dated as of July 21, 1995 (Exhibit 10.58 to the July 1995 Form 10-Q).

*10.59            Fourth Amendment to Credit Agreement by and among Owosso
                  Corporation, its subsidiaries, NBD Bank, PNC Bank, N.A., and
                  NBD Bank, as Agent, dated as of March 8, 1996. (Exhibit 10.71
                  to the Company's Quarterly Report on Form 10-Q for the quarter
                  ended April 28, 1996)
</TABLE>




<PAGE>



<TABLE>
<CAPTION>


Exhibit No.                                                 Description
-----------                                                 ------------
<S>                                                 <C>
 *10.60           Fifth Amendment to Credit Agreement by and among Owosso
                  Corporation, its subsidiaries, NBD Bank, PNC Bank, N.A., and
                  NBD Bank, as Agent, dated as of May 31, 1996. (Exhibit 10.72
                  to the Company's Quarterly Report on Form 10-Q for the quarter
                  ended July 28, 1996 (the "July 1996 Form 10-Q")).

 *10.61           Separation and Confidentiality Agreement between Thomas L. French and
                  Owosso Corporation, dated as of June 14, 1996 (Exhibit 10.73 to the July 1996
                  Form 10-Q).
   
**10.62           Lease Agreement by and between Owosso Corporation and Philadelphia Freedom
                  Partners, L.P. dated September 6, 1996.

**21              Subsidiaries of the registrant.

**23              Consent of Deloitte & Touche LLP.

**27              Financial Data Schedule
</TABLE>

--------------
*        Incorporated by reference.
**       Previously filed.
    

(b)      Reports filed on Form 8-K during the last quarter of fiscal 1996:

         The Company filed a Current Report on Form 8-K dated November 13, 1996
to report expected results of operations for fiscal 1996.


                                      -43-
<PAGE>




                                   SIGNATURES
   
         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
Annual Report to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 
31st day of January, 1997.
    

                                OWOSSO CORPORATION

                                By:   /s/ John H. Wert, Jr.
                                    ------------------------------------------
                                    John H. Wert, Jr., Senior Vice President -
                                    Finance, Chief Financial Officer and
                                    Treasurer and Secretary