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                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
                               September 30, 1997
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _______________ to _______________


                         Commission File Number 0-21461

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

                          OMNIQUIP INTERNATIONAL, INC.
             [Exact name of registrant as specified in its charter]

                      DELAWARE                         43-1721419
         (State or other jurisdiction of               (I.R.S. employer
         incorporation or organization)                identification no.)

                222 East Main Street
             Port Washington, Wisconsin                  53074
               (Address of principal                   (Zip code)
                 executive offices)

       Registrant's telephone number, including area code: (414) 268-8965

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                                Name of each exchange
                Title of each class              on which registered
                -------------------             ---------------------

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                  Common Stock
                                (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.

     As of December 17,  1997,  the  aggregate  market value of the common stock
held by  non-affiliates  (9,329,200  shares) of the registrant was  $173,756,350
(based on the closing price, on such date, of $18.625 per share).

     As of December  17, 1997,  there were  14,250,000  shares of common  stock,
$0.01 par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Proxy Statement dated on or about January 7, 1998 (portion) (Part III)

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<PAGE>

                          OMNIQUIP INTERNATIONAL, INC.

                               INDEX TO FORM 10-K

                                                                            Page
                                                                            ----
                                     Part I

Item 1.     Business ..................................................        1
Item 2.     Properties ................................................       11
Item 3.     Legal Proceedings .........................................       11
Item 4.     Submission of Matters to a Vote of Security Holders .......       12

                                     Part II

Item 5.     Market for Registrant's Common Stock and Related Stockholder
            Matters ...................................................       13
Item 6.     Selected Consolidated Financial Data ......................       14
Item 7.     Management's Discussion and Analysis of Financial Condition 
            and Results of Operations .................................       15
Item 8.     Financial Statements and Supplementary Data ...............       20
Item 9.     Changes in and Disagreements with Accountants on Accounting 
            and Financial Disclosure ..................................       20

                                    Part III

Item 10.    Directors and Executive Officers of the Registrant ........       21
Item 11.    Executive Compensation ....................................       21
Item 12.    Security Ownership of Certain Beneficial Owners and 
            Management ................................................       21
Item 13.    Certain Relationships and Related Transactions ............       21

                                     Part IV

Item 14.    Exhibits, Financial Statement Schedules and Reports
            on Form 8-K ..............................................        22


<PAGE>

                                     PART I

Item 1.  Business

General

     OmniQuip  International,  Inc. (the "Company" or "OmniQuip") is the largest
North American  manufacturer of telescopic material handlers and, as a result of
its  recent   acquisition  of  the  Snorkel   Division   ("Snorkel")  of  Figgie
International  Inc.  ("Figgie"),  one of the leading North American producers of
aerial work platforms.  Other products  manufactured by the Company include skid
steer  loaders  and a range of other  material  handling  equipment.  OmniQuip's
highly   versatile   products  are  used  in  a  variety  of  applications   for
construction,  industrial,  maintenance,  military and agricultural markets. The
Company's   principal  products  are  marketed  under  the  well-recognized  and
highly-regarded SKY TRAK, LULL, SNORKELIFT and WILDCAT brand names.

      Telescopic  material  handlers  are  especially  useful  in rough  terrain
environments and congested job sites, where their maneuverability and ability to
raise,  extend  and lower  payloads  provide  significant  advantages  over more
traditional material handling equipment, such as cranes,  straightmast forklifts
and elevators.  The Company's  telescopic  material handlers have a maximum lift
capacity of 5,000 pounds to 10,000 pounds and can position payloads from 28 feet
to 54 feet  above  the  ground  or 15 feet to 39 feet in front of the  machine's
chassis.  The  versatility of these units allows users to lower overall costs by
substituting a single telescopic material handler for one or more other types of
material  handling  equipment,  as well as for certain labor intensive  material
handling tasks.  The Company  believes it manufactures the broadest product line
of  telescopic  material  handlers in North  America.  Shipments  of  commercial
telescopic  material handlers increased from approximately 950 units in calendar
1990 to  approximately  2,900 units in 1996.  Based upon industry  reports,  the
Company  believes  that its North  American  market  share of 1996  shipments of
telescopic  material handlers was approximately  40%. In addition,  OmniQuip has
been the principal  supplier since 1988 of telescopic  material  handlers to the
military. The Company has a contract to supply the Army with a new generation of
telescopic material handlers to support the logistics  requirements of the Rapid
Deployment  Forces.  The Army has  estimated  that its  requirements  under  the
contract  could  range up to a maximum  of 1,200  ATLAS  vehicles,  or a maximum
contract  value of $120  million.  The Company  believes that this contract will
enhance its ability to pursue sales to other branches of the United States armed
forces and to foreign military agencies.

      Aerial work  platforms are mobile,  versatile  units  designed to position
workers and materials  easily in elevated work locations.  Such highly versatile
products allow users to increase  productivity  in certain labor intensive tasks
in an enhanced safety  environment  compared to equipment  traditionally used to
reach elevated and difficult to reach positions such as scaffolding and ladders.
The  Company's  broad product line includes  self-propelled  telescoping  and/or
articulating  boom-type  platforms,  which have maximum  elevation  capabilities
ranging  from  33  feet  to  126  feet  from  ground  to  platform   height  and
self-propelled   scissor-type  platforms  with  maximum  elevation  capabilities
ranging from 15 feet to 40 feet from ground to platform height. The Company also
manufactures  a small  line of  truck-mounted  and  trailer-mounted  booms  with
elevation  capabilities ranging from 40 feet to 69 feet in height.  Shipments of
aerial work  platforms  marketed  under the  SNORKELIFT  and WILDCAT brand names
increased from approximately 3,200 units in 1990 to approximately 4,150 units in
1996.

      OmniQuip  sells and  distributes  its  material  handling  and aerial work
platform products  commercially through  approximately 260 independent equipment
dealers and approximately 75 rental companies, including national rental fleets,
located in the United States and Canada.  Internationally,  OmniQuip markets and
distributes  its  products  through a variety of  arrangements  with dealers and
distributors  in  approximately  50  countries.  To  facilitate  the sale of its
material handling  products,  OmniQuip offers its independent  equipment dealers
floor plan and rental fleet financing assistance in connection with the purchase
of the Company's products. Such assistance consists of limited, backup financing
guarantees and repurchase agreements which benefit dealers by providing them the
opportunity  to obtain  attractive  financing  terms on the Company's  products,
which in turn allows dealers to stock more units for sale or rental.



                                       1
<PAGE>

Industry Overview

     OmniQuip competes principally in selected segments of the material handling
and light  equipment  markets which utilize engines of less than 130 horsepower.
With  limited  exceptions,  competitors  with  leading  market  shares  in these
segments typically are not large full-line construction equipment manufacturers.

     North American  shipments of  construction  and allied  equipment grew from
$30.8 billion in 1990 to $43.1 billion in 1996,  representing a nominal compound
annual  growth rate of 5.8%.  According  to  industry  estimates,  shipments  of
telescopic  material  handlers in North  America grew from  approximately  2,400
units in 1990 to approximately 7,100 units in 1996, representing a real compound
annual growth rate of 19.8%,  and shipments of aerial work  platforms  increased
from approximately  13,200 units in 1990 to approximately  40,400 units in 1996,
representing a real compound annual growth rate of 20.1%.  For the twelve months
ended  September 30, 1997,  unit shipments of telescopic  material  handlers and
boom-type   aerial  work   platforms   grew   approximately   31.6%  and  19.4%,
respectively,  and unit shipments of scissor-type aerial work platforms declined
by approximately 4.6%, each as compared to the twelve months ended September 30,
1996. The Company  believes  growth rates for telescopic  material  handlers and
aerial work  platforms are  attributable  to a number of factors,  including the
following:

            Increased Productivity and Safety.  Telescopic material handlers and
      aerial work platforms enable users to reduce costs through increased labor
      productivity  compared to other  methods  using  alternative  equipment or
      direct labor.  Productivity enhancements include a reduction in the number
      of indirect  personnel  required  for material  handling  support to load,
      transport and place building  materials and to operate certain other types
      of  construction  equipment.  The  versatility  and variety of attachments
      available for telescopic  material handlers results in higher  utilization
      of the equipment and permits end users to increase  inventory  turnover at
      job sites more  rapidly by taking loads  directly off delivery  trucks and
      placing them where they will be used. In addition,  aerial work  platforms
      enable users to comply with increasingly  stringent safety requirements on
      a more cost effective basis relative to  alternatives  such as ladders and
      scaffolding. Aerial work platforms provide distinct safety advantages over
      alternative equipment and are increasingly  attractive in light of federal
      and state  safety  rules  requiring  the use of tethers  and other  safety
      devices for workers in elevated work environments.

            Product Versatility. Telescopic material handlers are more versatile
      than  other  material  handling  equipment  such as  cranes,  straightmast
      forklifts and elevators.  Telescopic  material handlers can unload,  carry
      and  place  materials  up to five  stories  high  in  rough  terrain  work
      environments, eliminating the need for multiple pieces of more specialized
      equipment  and  reducing  the labor  required to handle  materials  at the
      worksite.  In  addition,  using  one  or  more  of  the  approximately  40
      Company-approved attachments,  OmniQuip's telescopic material handlers can
      be used in numerous applications. Attachments include forks and carriages,
      grapples,  buckets, augers, concrete hoppers and truss booms. The numerous
      applications  provided by such  attachments  used in conjunction  with the
      Company's   telescopic  material  handlers  allow  customers  to  decrease
      aggregate  equipment  costs and  increase  utilization  of their  material
      handling equipment. Aerial work platforms also offer increased versatility
      relative to more  traditional  devices  such as ladders  and  scaffolding.
      Highly mobile aerial work  platforms are useful for reaching over machines
      and other obstacles quickly and easily and for reaching elevated positions
      not easily accessible by traditional people moving devices.

            Growth of Equipment Rentals.  The equipment rental industry serves a
      wide variety of industrial,  manufacturing,  construction and governmental
      markets. The equipment rental industry, including rental centers, national
      rental fleets and independent  dealers who offer equipment for either sale
      or rental,  has grown  significantly.  A survey  conducted for an industry
      trade association  estimates that  construction  equipment rental revenues
      were  approximately  $7.5 billion in 1990 and  increased to  approximately
      $14.3 billion in 1994.  The author of the survey  further  estimates  that
      such  revenues  increased  to $15.1  billion in 1995 and $15.9  billion in
      1996.  Increased   availability  of  rental  construction   equipment  has
      substantially broadened the group of potential end-users for the Company's
      products.  Equipment  rentals  provide  end-users  having limited needs or
      resources with the ability to conveniently and economically  rent material
      handling equipment, as well as necessary attachments. Rental companies can
      fulfill   significant,   but   


                                       2
<PAGE>

     temporary,  needs of large  end-users,  supplementing  capacity during peak
     activity periods. Additionally,  rental companies can rent a single unit to
     small contractors for short-term projects.

            Growth of Non-Construction  Applications.  Historically, the primary
      market for telescopic  material handlers has been the construction  market
      while the  principal  markets  for  aerial  work  platforms  have been the
      construction and building maintenance  markets. In recent years,  however,
      applications  for each  product line have  emerged in other  markets.  For
      example,  since 1988,  telescopic  material handlers have been used by the
      Army  for  munitions  handling  and,  more  recently,   general  logistics
      purposes.  Telescopic  material handlers have also experienced  increasing
      acceptance in the industrial and agricultural markets where they are used,
      among other applications, to transport and position bulk materials. Aerial
      work  platforms are  increasingly  used in the  industrial  and commercial
      market by automobile and other manufacturers,  airlines and ship builders,
      among others.

Business Strategy

      The Company's  strategy is to grow primarily  within selected  segments of
the material  handling and light equipment  markets (i) which are growing faster
than the construction equipment industry generally, (ii) which typically utilize
local independent dealers for distribution rather than regional distributorships
primarily  dedicated  to  products  made by a single  manufacturer,  (iii) which
utilize  engines of less than 130  horsepower,  and (iv) which are not typically
dominated by full-line construction equipment manufacturers.

      Key elements of the Company's business strategy include:

            Providing  superior  products.  The  Company  focuses on  developing
      innovative,  high  performance  products  with  low  life-cycle  cost.  By
      introducing unique product features and enhancements, the Company believes
      that it increases demand for the Company's products.  Examples include the
      pioneering introduction in 1994 of a SKY TRAK model capable of lifting and
      positioning  materials up to five stories  above ground,  the  proprietary
      sliding  telescopic  booms developed by one of the Company's  wholly-owned
      subsidiaries,  Lull  International,  Inc.  ("Lull"),  which permit  higher
      precision,  horizontal  maneuvering  of materials at various lift heights,
      and Snorkel's  introduction of industry-leading  safety features,  such as
      envelope  management,   slope-level  interlocks  and  pothole  protection.
      Recently,  the  Company  introduced  its  first  model  of a new  range of
      telescopic material handlers designed to be used for expanded applications
      in North America and to be  competitive  with products  currently  used in
      international markets.  These innovations,  along with the Company's focus
      on product  quality  and low  life-cycle  cost,  highlight  the  Company's
      continuing emphasis on developing superior products for its customers.

            Pursuing a multiple  brand  distribution  strategy.  The  Company is
      pursuing a  multiple  brand  strategy,  maintaining  essentially  distinct
      nationwide  distribution  channels  for  its  brand  name  products.  This
      strategy provides more complete geographic coverage of the marketplace and
      gives the Company the ability to selectively  expand the number of dealers
      carrying its products.  At the same time this strategy affords the Company
      the  opportunity to realize  economies of scale in providing parts supply,
      attachments,  dealer  finance,  component  purchasing  and  manufacturing.
      OmniQuip's  multiple brand distribution  strategy is designed to appeal to
      customers' differing price, performance and support needs.

            Acquiring complementary businesses. A key component of the Company's
      growth  strategy is the  identification  and  completion of  complementary
      acquisitions. The Company's acquisition of Lull in August 1996 and Snorkel
      in November 1997 reflects the Company's  strategy of acquiring  businesses
      which utilize complementary distribution channels or which manufacture and
      market products which complement the products  currently  manufactured and
      sold  by the  Company.  The  Company  has  identified  numerous  potential
      acquisition  candidates in the relatively  fragmented under 130 horsepower
      market segment.

            Achieving cost savings from the integration of acquired  operations.
      The Company  believes  that it can  realize  substantial  additional  cost
      savings from the  integration  of acquired  operations.  For example,  the
      Company  anticipates  that it can  increase  purchasing  efficiencies  for
      components and materials, eliminate 


                                       3

<PAGE>

     duplicative  overhead costs,  streamline  production  processes and achieve
     other economies of scale in areas such as parts supply,  product design and
     development and dealer finance.

            Penetrating  international markets. While the Company is the largest
      North American manufacturer of telescopic material handlers,  its sales of
      such products outside North America are relatively  modest. The Company is
      in the process of "globalizing"  its telescopic  material handler products
      to increase their appeal in  international  markets.  The Company believes
      that its  acquisition  of Snorkel  will help it improve  its  distribution
      networks  outside  North  America  to  increase  the  availability  of its
      products in selected markets in the Far East, Europe and Latin America.

Products

      The Company designs, manufactures and markets telescopic material handlers
and aerial work  platforms as its  principal  product  lines.  In addition,  the
Company  manufactures  and  distributes  a variety  of other  material  handling
equipment  and  attachments  and offers  parts and service  with  respect to the
products it sells.

                   Pro Forma Net Sales by Product Category1
                                 (in thousands)

                                        Fiscal Year Ended Sept. 30,
                                    1997     1996        1995       1994
                                    ----     ----        ----       ----

Telescopic material handlers .... $221,460  $166,041   $121,464  $ 75,245
Aerial work platforms ...........  142,889   146,780    103,998    70,400
Other2 ..........................   56,996    54,237     45,047    29,362
                                  --------  --------   --------  --------
Total ........................... $421,345  $367,058   $270,509  $175,007


------------------
(1) The  information in the foregoing  table reflects the pro forma net sales by
    product  category  of TRAK  International,  Inc.  ("TRAK"),  a  wholly-owned
    subsidiary of the Company, Lull and Snorkel for the applicable periods as if
    the acquisitions of these companies had occurred on October 1, 1993.

(2) Includes  parts and  service,  skid steer  loaders  and other  miscellaneous
    equipment lines and attachments.


Telescopic Material Handlers

      Telescopic material handlers are rough terrain vehicles used to transport,
lift and position  materials between ground  locations,  between vehicles and to
elevations up to five stories in height. This equipment is typically utilized in
North America by residential and non-residential  building contractors to handle
a wide range of building  materials and components,  including bricks,  concrete
blocks, open-wall panels, roof trusses, lumber, drywall sheets, structural steel
and roofing materials. In addition, by using one or more of the approximately 40
Company-approved  attachments,  the Company's  telescopic  material handlers can
also be used in nontraditional, specialized applications, such as steel building
construction or pole and post hole drilling. Available attachments include forks
and carriages,  grapples,  buckets,  augers,  concrete  hoppers and truss booms.
End-users for the Company's  telescopic  material handlers currently include the
construction, military, agricultural, landscaping and industrial markets.

      The  Company  currently  manufactures  15  models of  telescopic  material
handlers  marketed  under the SKY TRAK and LULL brand  names.  These models have
rated load capacities of 5,000,  6,000,  8,000 and 10,000 pounds and possess the
capacity to place  loads 28, 36, 37, 42 and 54 feet above the ground.  Suggested
list prices for these products range from approximately $60,000 to approximately
$115,000 per unit. Four additional  product offerings for use in the logging and
pipe handling  industries are marketed  under the DYNA LUGGER brand name,  which
have  rated  load  capacities  up to  30,000  pounds  and list  prices  of up to
$275,000.


                                       4

<PAGE>

      Each of the  Company's  two  brands  of  telescopic  handlers  has  unique
characteristics,  which have contributed to strong competitive  positions in the
market.  The  success of the SKY TRAK brand has been built on a  reputation  for
strong  product  performance  and design  innovation,  with  emphasis  on design
simplicity and  serviceability.  The LULL brand has a long tradition  associated
with its patented transfer carriage technology,  which facilitates the precision
placement of palletized  loads.  LULL brand products enjoy a premium  reputation
for their ease of  operation,  durability,  and high resale  value.  The Company
believes the  combination of its  well-known SKY TRAK and LULL brand names,  its
ability  to offer the  industry's  broadest  product  line,  and its  dual-brand
distribution  strategy,  provide  OmniQuip  with  competitive  advantages in the
telescopic material handler market.

      Since 1988,  OmniQuip has been the primary supplier of telescopic material
handlers to the United  States  military.  Such  products are used by the United
States  military  for a variety of  logistics  requirements,  including  loading
certain types of rocket launchers, loading and unloading military equipment, and
for a variety of other military  materials  handling  tasks.  The U.S.  military
exclusively used the Company's  telescopic material handlers in Operation Desert
Storm.  Substantially  all of the Company's sales to the U.S. military were made
prior to fiscal 1994 pursuant to previous  contracts.  In May 1995,  the Company
was awarded a fixed-price  government  contract to serve as sole supplier to the
Army  of the  ATLAS,  the  latest  generation  of the  military  version  of the
Company's rough terrain  telescopic  material  handler.  ATLAS is designed as an
integral  component  of the  Army's  logistics  support  strategy  for its Rapid
Deployment   Forces.  The  contract  provides  for  the  supply  of  the  Army's
requirements  over a period  of four  years.  The Army  has  estimated  that its
requirements  for ATLAS vehicles over this period could range up to a maximum of
1,200 units, or a maximum  contract value of $120 million,  although the Army is
not obligated to purchase any specified  number of ATLAS vehicles.  The contract
also affords the Army an option to order an additional 300 units above the 1,200
unit maximum.  The Company  believes  that the award of the ATLAS  contract also
will provide  additional  opportunities to market the ATLAS product directly and
through the Army to other  branches  of the United  States  armed  forces and to
foreign military agencies.

Aerial Work Platforms

      Aerial work  platforms are mobile,  versatile  units  designed to position
workers and materials  easily in elevated work  locations.  These  platforms are
used primarily by building  contractors and commercial and industrial  end-users
to enable workers to quickly and easily reach elevated work sites and to perform
tasks  inside and outside of  buildings  at heights up to 126 feet.  Aerial work
platforms compete with ladders and scaffolding, but provide superior flexibility
and improved safety features.  For example,  the Occupational  Safety and Health
Administration  mandates  that  individuals  working  above a certain  height be
tethered  to prevent  potential  accidents.  Aerial  work  platforms  allow such
workers to comply with the regulation while at the same time being highly mobile
and able to continuously work efficiently.  The Company manufactures and markets
a full line of aerial work platforms,  including  boom-type  telescoping  units,
scissor-type   aerial  work   platforms  and  a  limited  range  of  truck-  and
trailer-mounted equipment.

      The Company manufactures 18 models of boom-type aerial work platforms. The
Company's  products  include  units with  straight  telescoping  booms  (with an
optional  articulating  jib) and units  with  articulating  booms.  Aerial  work
platforms with straight  telescoping booms can place work platforms from 37 feet
to  126  feet  in  height.   Units  with  articulating   telescoping  booms  and
articulating  jibs can place work  platforms  from 33 feet to 60 feet in height.
List  prices  of the  Company's  boom-type  aerial  work  platforms  range  from
approximately $40,000 to $270,000.

      OmniQuip    manufactures   11   scissor-type    aerial   work   platforms.
Finished-surface  ("slab") scissor-type aerial work platforms can lift platforms
15, 20 or 25 feet from  ground to  maximum  platform  extensions.  Rough-terrain
scissor-type  aerial work  platforms  have a maximum  range of 25, 32 or 40 feet
from ground to platform.  The list prices of the Company's  scissor-type  aerial
work platforms range from approximately $13,000 to $60,000.


                                       5
<PAGE>

Other

      The Company  manufactures  and markets skid steer loaders  (under the SCAT
TRAK name),  which are compact and versatile  material handling machines used to
dig, lift and transport bulk materials,  telescoping  boom devices  incorporated
into fire trucks, a limited range of masonry tenders and buggies and articulated
forklifts and loaders,  all of which are used primarily in the masonry industry,
and markets a limited line of straightmast forklifts.  The Company also provides
product service  support to its  distribution  networks,  and produces and sells
through  its  distributors  a wide  range  of  service  parts  to  maintain  the
operational  performance of its end products  throughout their useful lives. The
sale of service parts provides an important source of revenue and profitability,
as such sales are  historically  less sensitive to industry cycles and typically
generate  higher  gross  margins than sales of original  equipment.  The Company
seeks to provide a high level of parts  availability  and  timely  shipments  of
orders to maintain the production  availability  of its products on customer job
sites.

Marketing and Distribution

      The Company sells its products to independent equipment dealers for retail
sale and rental and to equipment rental companies,  including independent rental
centers and national rental fleets, for rental. The Company has a multiple brand
strategy,   maintaining  distinct  nationwide   distribution  channels  for  its
principal brand name products.  This strategy provides more complete  geographic
coverage of the marketplace  and greater  flexibility in expanding the Company's
dealer network, while affording the Company the opportunity to realize economies
of scale in  providing  parts  supply,  service,  attachments,  dealer  finance,
component  purchasing  and  manufacturing.  SKY TRAK and LULL  brand  telescopic
material  handlers and  SNORKELIFT  and WILDCAT brand aerial work  platforms are
marketed to a mix of  independent  retail  dealers,  rental centers and national
rental fleets.

      Traditionally, independent dealers have focused their efforts on resale of
products to end users. In recent years,  however,  many independent dealers have
built their own rental fleets to augment their sales activities.  Rental centers
are equipment rental dealers who focus  exclusively on renting units on a daily,
weekly or monthly  basis to  customers  whose needs do not require  purchase and
full-time  utilization of units,  and national rental fleets are large equipment
rental companies which, through  company-owned  stores or franchises,  carry out
rental activities nationwide.

      The Company employs a sales force of approximately 36 field sales managers
and  representatives.  The  Company  supports  the  sales,  service  and  rental
activities of its dealers with product  advertising,  sales literature,  product
training and major trade show participation.  OmniQuip seeks to promote end-user
acceptance and continued satisfactory performance of its products worldwide. The
Company  pursues this goal in  cooperation  with a network of  distributors  who
provide for the maintenance  and repair of all OmniQuip  products for end-users.
The Company  promotes a high level of customer  support  through  programs which
closely  monitor the  performance  of its products  with rental  fleets and with
end-users.  This level of product support is maintained by a variety of programs
and procedures,  including:  a toll-free technical  assistance program;  on-site
service  representative  visits;  factory  training  programs;  organization  of
product assessment teams facilitated by the service  department;  and continuing
interaction among distributors, end-users and major vendors for failure analysis
of products both in and out of warranty.

     International sales represented approximately 12%, 12% and 10% of pro forma
consolidated net sales,  including the acquisition of Lull and Snorkel,  for the
fiscal years ended September 30, 1995, 1996 and 1997,  respectively.  All of the
Company's products are marketed internationally through dealers, except that the
LULL brand of telescopic material handlers is marketed internationally primarily
through  an  exclusive  distribution  agreement  with  a  single  United  States
exporter.  International  sales  represented  approximately 18% of Snorkel's net
sales for calendar 1996. Most of Snorkel's  international sales for such periods
were made  through  Snorkel's  Australian  subsidiary  to  Australian  and other
customers principally located in the Far East.



                                       6
<PAGE>

Financing

      The  Company  offers  its  independent  dealers  conventional  floor  plan
financing and rental fleet  financing to assist in the purchase of its products.
Under  these  financing  arrangements,  dealers  borrow  money from  independent
lenders on a secured  basis for up to five  years.  Where  dealer  financing  is
provided directly by independent  lenders,  the Company assists the financing by
providing the independent lenders either a backup guarantee of a dealer's credit
or an undertaking to repurchase  used equipment at a discounted  price to market
at specified times or under specified circumstances.

      At September 30, 1997,  approximately  $75.0  million of  Company-assisted
floor  plan and  rental  fleet  financing  arrangements  were  outstanding  on a
consolidated   basis.  The  Company's  actual  exposure  under  these  financing
arrangements is  significantly  less than the nominal amount  outstanding.  With
respect to TRAK's dealers,  who accounted for approximately $66.6 million of the
consolidated  $75.0  million in dealer  financing  outstanding  at September 30,
1997, substantially all of the Company's guarantee obligations for calendar year
1997,  as well as losses  incurred in  connection  with  repurchase  obligations
described  below,  are  limited  to the  greater of $1.5  million  and 5% of the
portfolio  outstanding at the previous  calendar year end  (approximately  $47.2
million at December 31, 1996). To the extent that independent  lenders providing
financing for TRAK's  dealers do not have (or do not exercise)  direct  recourse
against the Company under backup guarantees, the Company is committed to perform
its repurchase undertaking to reacquire equipment sold to a defaulting dealer at
a purchase  price equal to amounts due the  independent  lender.  The  Company's
actual  exposure under these  repurchase  arrangements  is reduced by underlying
equipment values as well as careful  portfolio  management,  by both the Company
and its lenders.  At the present  time,  an active resale market exists for such
equipment.  With respect to Lull's dealers, who accounted for approximately $8.4
million  of the  combined  $75.0  million  in dealer  financing  outstanding  at
September  30,  1997,  the  Company's  guarantee   obligations  are  limited  to
circumstances where the independent lender is unable to enforce its lien against
financed equipment (for example, if a dealer has fraudulently sold the equipment
out of trust to a bona fide  purchaser for value) or where a dealer  defaults on
its final,  balloon installment payment (typically due 48 months from shipment).
Although dealer  financing has not been material to the sale of Snorkel products
historically,  the Company  anticipates  that it will place greater  emphasis on
dealer  financing for such products.  At September 30, 1997,  past due principal
and interest as a percentage of the total portfolio on a pro forma  consolidated
basis was less than one-half of one percent. The Company's worst loss experience
in recent years occurred in 1991 when TRAK sustained  expenses of  approximately
$1.0 million as a result of its floor plan  financing  guarantees.  Most of this
loss  occurred  as the result of dealer  fraud,  and the Company has taken steps
designed to mitigate future losses through better  documentation  and collection
techniques.

Manufacturing and Raw Materials

      The  Company  fabricates,  welds,  machines  and  assembles  the  chassis,
telescopic  booms,  attachments  and many  component  parts  for its  telescopic
material  handlers and aerial work platforms.  During the past three years,  the
Company  has  made  significant   capital  investments  in  its  principal  Port
Washington,  Wisconsin  facility to implement robotic welding and a five-station
wash,  automatic prime and finish coat paint system and to complete a 25,000 sq.
ft.  plant  addition.  In its St.  Paul,  Minnesota  facility,  the  Company has
invested  in  machining  centers  and  numerically  controlled  plasma  punching
capability.   These  investments,   along  with  numerous  projects  to  improve
production  flow  and  material  handling,  have  provided  the  foundation  for
continuing productivity improvements.

      In 1995,  the Company  completed  registration  under ISO 9001 of its Port
Washington,  Wisconsin quality systems,  becoming the first telescopic  material
handler  manufacturer in North America to achieve this  recognition.  Snorkel is
undergoing  the  certification   process  for  its  Elwood,  Kansas  facilities.
Registration  under ISO 9001  represents the  achievement of an  internationally
recognized  standard of quality  systems  implementation  and is  important  for
competing in markets with ISO  requirements,  such as Europe.  In addition,  the
United  States  Department  of Defense has  mandated the use of ISO 9001 for new
procurements,  including the ATLAS  contract.  The Company  expects to implement
similar quality system standards in its other facilities.

      The  Company is  continuing  to pursue  opportunities  to reduce  costs of
purchased  components through  consolidation of vendor sources,  improvements in
manufacturing  methods and integration of operations.  The 


                                       7
<PAGE>

Company  also  believes  that  opportunities  exist  to  achieve   manufacturing
economies in the  production  of telescopic  material  handlers by combining the
production of certain key components.

     The principal raw materials and components used in the manufacturing of the
Company's products are steel, aluminum, engines, transmissions, axles, hydraulic
systems,  wheels and tires and cabs. The Company  procures its raw materials and
components from multiple  vendors,  although in the case of particular models it
typically   purchases  certain   components  from  a  single  vendor.   Although
alternative  suppliers are available for all raw materials and  components,  the
Company could experience  delays in obtaining  components  meeting the requisite
specifications from alternative  suppliers in the event a principal supplier was
unable  to  supply a  particular  component.  In the case of the  ATLAS  product
supplied to the Army, the governing contract  specifies  precisely the source of
key component  parts utilized in the  manufacture  of the ATLAS product.  In the
event of  unavailability  of any of these key  components,  the Company could be
precluded  from  completing  production  of ATLAS  products in a timely  fashion
unless the Army agreed to substitution of an alternative component.  The Company
seeks to manage the risk of  unavailability  of key components and raw materials
by dealing only with substantial,  financially  responsible vendors and managing
closely its material requirements as well as its vendor relationships.  To date,
the Company has not  experienced  a material  delay in obtaining a  satisfactory
supply of key components from vendors.

Product Development and Engineering

      The  Company  maintains  an active  program  of  product  development  and
engineering  activities  designed to upgrade  existing product lines and develop
new products.  The Company employs approximately 70 employees with experience in
the design of products. On a pro forma basis,  including the acquisition of Lull
and Snorkel,  for the fiscal years ended  September 30, 1995, 1996 and 1997, the
Company  spent  approximately  $3.8  million,  $5.2  million,  and $5.8 million,
respectively, on product development and engineering activities. Since 1987, the
Company has  invested in the computer  systems and  training of its  engineering
staff to support  the  increasing  use of  computer-aided  design.  To  decrease
product  development  time,  reduce  product  development  cost, and improve the
quality of its new  products,  the  Company has  further  invested to  implement
finite  element  analysis  capability,   three-dimensional   solid  design,  and
concurrent  engineering.  The  Company's  product  development  and  engineering
efforts during future periods are expected to emphasize  continued  product line
expansion,  design  modifications  to expand  the  worldwide  acceptance  of its
products,  and the expanded  sourcing of  attachments  to improve access to more
end-user markets.

Warranty and Service

      OmniQuip  products  are  warranted  for design,  workmanship  and material
quality.  Warranty  lengths  vary  depending  on  competitive  standards  within
individual markets. In general, warranties tend to be for one year and cover all
parts  and  labor for  non-maintenance  repairs,  provided  the  repair  was not
necessitated by operator abuse.  Optional  extended  warranties,  for one to two
years beyond the base period,  are  available  for  purchase.  Warranty  work is
performed  only by  authorized  distributors.  Distributors  submit  claims  for
warranty  reimbursement  to the Company and are credited for the cost of repairs
so long as the repairs meet prescribed standards.

Trademarks and Patents

      The Company owns and maintains U.S. trademark registrations for all of its
principal  trademarks.  The Company owns or otherwise has the right to use these
trademarks in other  countries  where a  significant  volume of its products are
sold and where such ownership or right to use is considered necessary to protect
the Company's proprietary rights.

      The Company  applies for and  maintains  patents in the United  States and
elsewhere where the Company  believes such patents are necessary to maintain the
Company's interest in its inventions.  Currently, the Company possesses a patent
on three-stage  telescopic  booms used in the LULL brand of telescopic  material
handlers,  which expires in 2007. The Company  believes this patent  provides it
with a competitive  advantage in selected markets, but does not believe that the
expiration of this patent would have a material adverse effect upon its business
or ability to compete.

                                       8
<PAGE>

Competition

      The  markets  for the  Company's  products  are  highly  competitive.  The
principal  competitive  factors include  distribution,  price,  design features,
performance, product reliability and the availability of financing.

      In the market for telescopic material handlers, the Company is the largest
North  American  manufacturer,  with an  estimated  share of 1996  shipments  of
telescopic material handlers of approximately 40%, and its principal competitors
include  Gradall  Industries,   Inc.  and  JCB  International  Co.,  Ltd.  Other
competitors  in the  North  American  market  include  Gehl  Company,  Pettibone
Corporation, Traverse Lift, Ingersoll-Rand Company, Manitou S.A. and Caterpillar
Inc.   Competitors  in  this  market  outside  the  United  States  include  JCB
International  Co., Ltd.,  Manitou S.A.,  Merlo S.p.A.,  the Matbro  division of
Powerscreen  International PLC, Sanderson,  FDI/Sambron and Caterpillar Inc. The
largest  manufacturer  of aerial work  platforms is JLG  Industries,  Inc. Other
principal  competitors include Genie Industries,  Skyjack Inc., Grove Worldwide,
UpRight, Inc. and Terex Corporation.

      Many of the Company's  competitors are larger than the Company and possess
significantly greater financial, marketing and technical resources. There can be
no assurance that the Company will not experience significant competition in the
future  from  large  global  construction  equipment   manufacturers  and  other
competitors  or that  existing  competitors  will not take  actions  which could
adversely affect the Company's operating results.

Environmental and Safety Regulation

      OmniQuip is subject to  federal,  state,  local and foreign  environmental
laws and regulations that impose limitations on the discharge of pollutants into
the environment and establish standards for the treatment,  storage and disposal
of toxic and hazardous  wastes.  The Company is also subject to the Occupational
Safety and Health Act and similar state, local and foreign statutes. The Company
believes it is in material compliance with all applicable environmental laws and
regulations. The Company does not expect any material impact on future recurring
operating costs of compliance with currently enacted environmental regulations.

      Under federal,  state and local laws, including the federal  Comprehensive
Environmental  Response,  Compensation,  and  Liability  Act, a current owner or
operator  of real  property  may be held  liable  for the costs of  cleaning  up
certain  hazardous  materials  on the  property.  Similarly,  persons  who  have
arranged for the disposal of hazardous  materials on  properties  owned by third
parties may be held liable for cleanup costs for such properties.  In each case,
liability  may be imposed  without  regard to whether the person knew of or took
reasonable acts to prevent the contamination. Liability under such laws is often
joint and several, that is, any single liable person may be required to bear the
entire costs of the environmental  cleanup.  That person,  however,  may usually
seek contribution from other  responsible  persons,  if there are any; and it is
typical  for  groups  of  responsible   parties  to  apportion  liability  among
themselves.

      The Company regularly conducts an environmental assessment consistent with
recognized  standards of due diligence on  properties  and  businesses  which it
acquires.  To date,  these  assessments  have not  identified  contamination  in
respect of acquired  properties  that would be reasonably  likely to result in a
material  adverse  effect on the  Company's  business,  results of operations or
financial  condition.  As a  general  rule,  the  Company  intends  to use  such
assessments as part of the evaluation of proposed  acquisitions.  However, there
can be no assurance that environmental  assessments have identified,  or will in
the  future  identify,  all  material  liabilities  relating  to  the  Company's
properties  and  businesses,  that any  indemnification  agreements  that can be
negotiated  will cover all  potential  liabilities,  or that  changes in cleanup
requirements  or subsequent  events at the  Company's  properties or at off-site
locations will not result in significant costs to the Company.

Product Recall

      From time to time,  the Company  discovers  defects in product  design for
existing products which require it to take steps to correct or retrofit,  at the
Company's expense, previously sold products. During the year ended September 30,
1997, the Company substantially  completed correcting a defect in its LULL brand
of  telescopic  material  handlers.  In 1995,  prior to the  acquisition  by the
Company, Lull established reserves of approximately $2.9


                                       9
<PAGE>

million for the cost of retrofitting such telescopic  material  handlers.  As of
September 30, 1996,  substantially  all costs  associated with this program have
been paid by the Company.  The Company also had a reserve of approximately  $0.9
million as of December  31,  1996  relating to  corrective  warranty  work being
undertaken with respect to two models of skid steer loaders. As of September 30,
1997, the Company had substantially completed such work.

     In  connection  with  the  acquisition  of  Snorkel,  the  Company  assumed
responsibility   for  a  recall  program  involving   HUNTERLIFT  scissor  lifts
manufactured  by Snorkel  between  1979 and 1992.  The recall was  prompted by a
compliance issue with certain voluntary industry standards.  The Company intends
to establish reserves related to the recall program.  There can be no assurance,
however,  that the ultimate  cost of the  HUNTERLIFT  recall will not exceed the
amount of reserves to be established by the Company or that the defects will not
adversely  affect the Company's  reputation  and result in a decline in sales of
the Company's products.

Employees

      At September 30, 1997, the Company employed  approximately  1,500 persons,
including  approximately 750 employees employed by its recently acquired Snorkel
operation.  Approximately  280  employees  at  the  Company's  Port  Washington,
Wisconsin facility are covered under a collective  bargaining agreement with the
International  Association of Machinists and Aerospace Workers, which expires in
November 1998.  This is the only  collective  bargaining  agreement to which the
Company is a party.  Substantially all of the approximately 265 employees at the
Company's St. Paul, Minnesota facility and the approximately 60 employees of the
Company's  Oakes,  North  Dakota  facility  are  employed  pursuant  to a  lease
arrangement with CBM Industries,  Inc., d/b/a RJ Associates.  Under the terms of
such agreement,  RJ Associates (which is not an affiliate of the Company) leases
employees  to the Company and pays the  employees'  salaries and  benefits.  The
Company in turn pays RJ Associates a management fee and reimburses RJ Associates
for the  employees'  salaries and  benefits.  The agreement can be terminated by
either  party upon short  notice.  The Company is  obligated  to hire the leased
employees if the Company terminates the arrangement but continues conducting the
operations in which the employees are engaged.  The Company does not  anticipate
any material  disruption in its business in the event of a  termination  of this
agreement.  The Company has not  experienced  any work stoppage  during the past
five years and considers its relations with employees to be good.


                                       10
<PAGE>

Item 2.  Properties

      The Company's  headquarters are located in Port Washington,  Wisconsin and
the Company  maintains  manufacturing  facilities  in  Minnesota,  North Dakota,
Kansas,  Missouri and New Zealand.  Set forth below is certain  information with
respect to the Company's manufacturing facilities.

                     Square
                     Footage       Owned/
   Location      (Approximately)   Leased      Activities/Products
--------------   ---------------   ------      ---------------------------

Port Washington,     150,000       Owned       Telescopic material handlers;
  Wisconsin                                    skid steer loader fabrication;
                                               research and development

Port Washington,      35,000       Leased(1)   Skid steer loader assembly
  Wisconsin

Eagan, Minnesota     100,000       Owned       Telescopic material handlers;
                                               research and development

Oakes, North Dakota   30,000       Leased(2)   Miscellaneous products and
                                               component parts

Elwood, Kansas        77,000       Owned       Aerial work platform assembly

Elwood, Kansas       182,000       Leased(3)   Aerial work platform fabrication

Wathena, Kansas       50,000       Leased(4)   Aerial work platform assembly

St. Joseph,           15,000       Leased(5)   Fire service products
  Missouri

Levin, New Zealand    15,000       Leased(6)   Aerial work platforms


---------------------
(1) The initial term of the lease  expires on October 31, 1998.  The Company has
    the option to renew the lease for successive  one-year terms, but the lessor
    may terminate such option on thirty (30) days notice.

(2) The initial term of the lease expires on April 1, 2000 (the "Initial Term").
    Upon  expiration of the Initial Term, the Company has the option to purchase
    the  facility  or to  extend  the  lease for an  additional  30 months  (the
    "Extended  Term").  If the Company  chooses to extend the lease term,  lease
    payments  during the  Extended  Term will be applied to the  purchase of the
    facility.

(3) The initial term of the lease  expires on February 1, 1999.  The Company has
    the option to renew the lease for three additional terms of five years.

(4) The lease expires on June  30, 2002.

(5) The lease expires on November 17, 2002.

(6) The lease expires on November 17, 2007.

     The Company also maintains  other leased office and warehouse space in Port
Washington, Wisconsin, St. Joseph, Missouri, Sydney and Melbourne, Australia and
Auckland,  New Zealand.  The Company  anticipates no  significant  difficulty in
leasing  alternative  space at reasonable  rates in the event of the expiration,
cancellation or termination of a lease relating to any of the Company's material
leased  properties.  The Company  believes that its  production  facilities  and
anticipated  plant  expansions will be adequate to meet projected  manufacturing
volumes,  including  production of ATLAS telescopic  material handlers,  for the
foreseeable future.

Item 3.  Legal Proceedings

      Product  liability  and personal  injury  claims are asserted  against the
Company from time to time for various  injuries  alleged to have  resulted  from
defects  in the  manufacture  and/or  design  of  the  Company's  products.  The
acquisition of Snorkel is likely to increase significantly the number of product
liability and personal  injury claims 


                                       11

<PAGE>

brought against the Company arising from the use of Snorkel products to lift and
position  people in aerial work  environments.  Product  liability  and personal
injury  claims are  covered by the  Company's  comprehensive  general  liability
insurance  policies,  subject to certain deductible amounts and maximum coverage
limits. The Company has reserves for such deductible amounts,  which it believes
to be adequate based on its previous claims experience. However, there can be no
assurance that resolution of product liability and personal injury claims in the
future will not have a material adverse effect on the Company.

     In addition to product  liability and personal injury claims,  from time to
time,  the  Company  is the  subject  of  legal  proceedings,  including  claims
involving employee matters, commercial matters and similar claims. Except as set
forth  below,  there are no such  claims  currently  pending  which the  Company
believes to be material.

     In  connection  with the  acquisition  of Snorkel,  the Company has assumed
responsibility  for a lawsuit relating to the recall of HUNTERLIFT scissor lifts
manufactured by Snorkel between 1979 and 1992. See "Business - Product  Recall."
The lawsuit currently  includes  approximately 26 plaintiffs and alleges damages
in  connection  with the  recall.  The  Company is  currently  in the process of
evaluating the allegations of the complaint and the Company's  response thereto.
Consequently,  the  Company  is unable to  determine  how this  lawsuit  will be
resolved and the potential impact of such resolution on the Company. The Company
intends to defend the lawsuit vigorously.

     The Company maintains  comprehensive  general liability  insurance which it
believes to be adequate for the continued operation of its business.

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

     None.



                                       12
<PAGE>


                                     PART II

Item 5.  Market For Registrant's Common Stock and Related Stockholder Matters

     OmniQuip began trading on the NASDAQ  National Market under the symbol OMQP
on March 21, 1997,  following its initial  public  offering.  As of December 17,
1997,  there were 208 record owners of the Company's Common Stock. The following
tables summarize information with respect to the high and low bid prices for the
Company's  Common Stock as listed on the NASDAQ National Market for each quarter
of fiscal  1997 since the  Company's  initial  public  offering,  and  dividends
declared per share for each quarter of fiscal 1997 since the  Company's  initial
public offering.


Common Stock Information                     Dividends Declared Per Share
1997                         High    Low     1997                    Amount
-----------------------------------------    ------------------------------
Second quarter                               Second quarter             
(beginning March  21,                        (beginning March 21,
1997).................... $14 5/8  $14 1/4   1997)...................     --

Third quarter ...........  24 1/4   11 7/8   Third quarter ..........     --
Fourth quarter ..........  25 3/8   18 1/8   Fourth quarter .........  $0.01








                                       13
<PAGE>

Item 6.  Selected Consolidated Financial Data

     The following table sets forth consolidated financial data derived from the
consolidated  financial statements of the Company or TRAK, as the predecessor to
the  Company.  The  information  contained  in this  table is  qualified  in its
entirety by reference to such financial statements and notes included therein.

<TABLE>
<CAPTION>

                                         Company                             Predecessor(1)
                             ------------------------------------   -----------------------------------
                               Fiscal Years Ended   Aug. 17, 1995   Oct. 1, 1994      Fiscal Years Ended
                                 September 30,        through         through            September 30,
                             ---------------------                                    ------------------
                             1997(2)       1996(3)  Sept. 30, 1995  Aug. 16, 1995       1994      1993
                             -------       ------- --------------- --------------     -------     ------
                                             (dollars in thousands, except per share data)

<S>                          <C>          <C>        <C>            <C>               <C>         <C>
Statement of Operations Data:

Net sales................... $264,213     $124,861   $  12,723      $  75,401         $  60,973   $  50,068
Cost of sales ..............  192,270       92,688       9,787         57,707            47,208      39,183
                             --------     --------   ---------      ---------         ---------   ---------
Gross profit ...............   71,943       32,173       2,936         17,694            13,765      10,885
Selling, general and         
 administrative expenses....   27,717       16,311       1,670         10,903             9,502       8,290
                             --------     --------   ---------     ----------         ---------   ---------
Operating income ...........   44,226       15,862       1,266          6,791             4,263       2,595
Interest expense ...........    6,106        3,434         353          1,379             1,363       1,140
Other finance charges ......    2,182        2,012         269          1,121               699         570
                             --------     --------   ---------     ----------         ---------   ---------
Income before income taxes..   35,938       10,416         644          4,291             2,201         885
Provision for income taxes..   14,556        4,060         262          1,762               876         368
                             --------     --------   ---------     ----------         ---------   ---------
Income before extraordinary
credit and change in        
  accounting principles ....   21,382        6,356         382          2,529            1,325          517
Extraordinary item, net(4)..    (782)        (314)         ---            ---              ---          ---
Cumulative effect of change
  in accounting principles..      ---          ---         ---          (241)(5)           ---          199(6)
                             --------     --------   ---------     ----------         --------   ----------
Net income ................. $ 20,600     $  6,042   $     382     $    2,288         $  1,325    $     716
                             ========     ========   =========     ==========         ========   ==========

Earnings per share: (7)(8)
  Income before           
  extraordinary item(4).... $    1.66     $   0.56   $    0.03
  Extraordinary item(4)....     (0.06)       (0.03)        ---
                            ---------     --------   ---------
  Net income .............. $    1.60     $   0.53   $    0.03
                            =========     ========   =========

</TABLE>

<TABLE>
<CAPTION>

                                          Company                             Predecessor(1)
                             ------------------------------------   --------------------------------
                                    Fiscal Years Ended                    Fiscal Years Ended
                                      September 30,                          September 30,
                             ------------------------------------   --------------------------------
                             1997(2)       1996(3)        1995(9)     1994(9)          1993
                             -------       -------        -------   ---------          ----
                                                       (dollars in thousands)

<S>                          <C>          <C>             <C>         <C>              <C>         

Balance Data Sheet:

Working capital .........    $  14,402    $  13,393       $  10,699   $   260          $  1,111
Total assets ............      144,298      139,580          48,332    28,651            24,706
Short-term debt .........        8,625        3,875             540     9,436             8,608
Long-term debt ..........       25,609       84,566          23,781     2,966             4,721
Mandatorily redeemable
preferred stock .........          ---          ---             ---     3,262             3,000
Stockholders' equity ....       70,398       12,425           6,383     1,783             1,019

</TABLE>

---------------------
(1) The Company was organized in 1995 for the purpose of acquiring  TRAK,  the
    predecessor company.

(2) Amounts as of and for the fiscal year ended September  30, 1997  reflect the
    effects of the Company's  initial public  offering of common shares on March
    20, 1997.

(3) Amounts as of and for the fiscal year ended  September  30, 1996 reflect the
    acquisition of Lull on August 15, 1996.


                                       14
<PAGE>

(4) Amounts in 1997 and 1996 reflect the write-off of deferred  finance charges,
    net of $521 and $200 of income tax  benefits,  respectively,  in  connection
    with the refinancing of debt.

(5) In  October  1994,   TRAK  adopted   Statement  of  Financial   Accounting
    Standards,  No. 106,  "Employer's  Accounting for Postretirement  Benefits
    Other Than Pensions"  (SFAS  106). The cumulative  effect of adopting SFAS
    106 was to record a charge of $241, net of income tax benefits.

(6) In  October  1992,   TRAK  adopted   Statement  of  Financial   Accounting
    Standards,  No.  109,  "Accounting  for Income  Taxes"  (SFAS   109).  The
    cumulative  effect of  adopting  SFAS  109 was to record a net tax benefit
    of $199.

(7) Earnings  per  share is  based on  weighted-average  shares  outstanding  of
    12,845,000 in 1997 and 11,250,000 in 1996 and 1995.

(8) Given the  historical  organization  and capital  structure of TRAK,  as
    predecessor  to the  Company,  earnings  per  share  information  is not
    considered meaningful for the predecessor.

(9) The changes in the balances as of September  30, 1995 versus  September  30,
    1994 primarily  reflect the acquisition of TRAK by the Company on August 16,
    1995 and the related financing thereof.

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

Overview

     The following  discussion  summarizes the significant factors affecting the
consolidated  operating  results and financial  condition of the Company for the
year ended September 30, 1997 compared to the year ended September 30, 1996, and
September  30,  1996 as  compared  to results  from the  period  October 1, 1994
through  August 16, 1995 of TRAK (the  Company's  "Predecessor").  Also included
herein is a brief  discussion  of the results of  operations of the Company from
August 17, 1995 through  September 30, 1995.  The  discussion  should be read in
conjunction with the consolidated  financial statements referenced in Item 14(1)
herein.

     Certain   statements   included  herein  are   forward-looking   statements
concerning  the  Company's   operations,   economic  performance  and  financial
condition.  Such  statements  are  subject to various  risks and  uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of  factors,  including  cyclical  fluctuations  in  demand,  loss of, or
reduced orders under, the Company's contract for the sale of ATLAS vehicles, the
inability  to  make  complementary  acquisitions,   or  to  integrate  any  such
acquisitions,  and risks associated with the substantial  borrowings that may be
necessary to finance acquisitions.


                                       15
<PAGE>

Results of Operations

     The following table sets forth for the periods  indicated the percentage of
net sales  represented  by  certain  items  reflected  in the  Company's  or the
Predecessor's statement of income:

                                             Company           Predecessor
                                  ---------------------------  -----------
                                                       Period      Period
                                                        from        from
                                       Year ended     8/17/95     10/1/94
                                        Sept. 30,     through     through
                                     1997     1996    9/30/95     8/16/95
                                  --------- --------- --------   ---------

Net sales .....................     100.0%    100.0%    100.0%    100.0%
Cost of sales .................      72.8%     74.2%     76.9%     76.5%
                                  ----------------------------------------
Gross profit ..................      27.2%     25.8%     23.1%     23.5%
Selling, general and                 
administrative expenses .......      10.5%     13.1%     13.1%     14.5%
                                  ----------------------------------------
Operating income ..............      16.7%     12.7%     10.0%      9.0%
Interest expense ..............       2.3%      2.8%      2.8%      1.8%
Other finance charges .........       0.8%      1.6%      2.1%      1.5%
                                  ----------------------------------------
Income before income taxes and
  extraordinary item ..........      13.6%      8.3%      5.1%      5.7%
Provision for income taxes ....       5.5%      3.2%      2.1%      2.3%
                                  ----------------------------------------

Income before extraordinary item      8.1%      5.1%      3.0%      3.4%
Extraordinary item ............      -0.3%     -0.3%      0.0%      0.0%
                                  ----------------------------------------
Net income ....................       7.8%      4.8%      3.0%      3.4%
                                  ========================================

Fiscal Year Ended  September  30, 1997 Compared to Fiscal Year Ended September
30, 1996

     Net sales for fiscal year 1997 were $264.2  million,  an increase of $139.4
million  over net  sales of  $124.9  million  for  fiscal  year  1996.  Sales of
telescopic  material  handlers  for fiscal  year 1997 were  $221.5  million,  an
increase of $127.8  million over fiscal year 1996.  Sales of skid steer  loaders
for fiscal year 1997 were $18.1 million, up $0.2 million compared to fiscal year
1996. Sales of parts and attachments for fiscal year 1997 were $24.6 million, an
increase of $11.4 million over the 1996 period.  Of the $127.8 million  increase
in telescopic  material  handlers,  $72.4 million was due to the  acquisition of
Lull,  $3.8 million was due to the  start-up of sales under the U.S.  Army ATLAS
contract,  which had $0.7 million of prototype sales in the 1996 period, and the
remaining $51.6 million  reflected  continued strong growth in TRAK's commercial
telescopic business.  Flat skid steer loader sales reflected increased demand in
North America and internationally  outside of Europe offset by reduced shipments
to  Europe  due  to the  Company's  European  distributor  being  acquired  by a
competitor.  Of the  $11.4  million  increase  in parts and  attachments,  $10.0
million  resulted from the  acquisition  of Lull and the remaining  $1.4 million
reflected increased demand for parts driven by the increased  population of TRAK
units operating in the field.

     Gross profit for fiscal year 1997 was $71.9  million,  an increase of $39.8
million over gross profit of $32.2 million for fiscal year 1996. The increase in
gross profit primarily  reflected the increase in net sales discussed above. The
gross margin  increased to 27.2% for fiscal year 1997 from 25.8% for fiscal year
1996.  The  improvement  in  gross  margin  was  due to  improved  manufacturing
efficiencies at all three Company plants,  price increases that were implemented
in early 1997,  economies due to higher  volumes and increased mix of telescopic
material  handlers  which carry higher  margins than other  products.  Partially
offsetting  these  improvements was the effect of the acquisition of Lull, whose
gross margin has historically been lower than that of TRAK.

     Selling,  general and administrative ("SG&A") expenses for fiscal year 1997
were $27.7  million,  an increase of $11.4  million over SG&A  expenses of $16.3
million  for fiscal  year 1996.  Of the $11.4  million  increase,


                                       16

<PAGE>

$7.3  million  resulted  from  the  acquisition  of  Lull.  SG&A  expenses  as a
percentage  of net sales  decreased to 10.5% for fiscal year 1997 from 13.1% for
fiscal year 1996. This decrease in the SG&A percentage  primarily  reflected the
effect of the acquisition of Lull, whose SG&A percentage has  historically  been
lower than that of TRAK.

     Operating  income for fiscal  year 1997 was $44.2  million,  an increase of
$28.4  million  over  operating  income of $15.9  million  for fiscal year 1996.
Operating  margin  increased to 16.7% for fiscal year 1997 from 12.7% for fiscal
year 1996. The  improvements in operating  income and operating margin reflected
the factors described above.

     Interest expense for fiscal year 1997 was $6.1 million, an increase of $2.7
million over interest expense of $3.4 million for fiscal year 1996. The increase
in interest  expense was due primarily to the increased debt incurred to finance
the August 1996 acquisition of Lull, partially offset by subsequent reduction of
debt with proceeds from the initial public  offering in March 1997 and with cash
flow from operations.

     Other  finance  charges,  which are primarily  comprised of  dealer-related
finance charges, were $2.3 million for fiscal year 1997 compared to $2.0 million
for fiscal year 1996.  The increase in finance  charges was related to increased
financing  activity at TRAK primarily  resulting  from  increased  sales volume.
Other finance  charges as a percentage of net sales decreased from 1.6% to 0.9%.
The reduction in finance  charges as a percentage of sales  primarily  reflected
the fact that Lull has not historically incurred such charges.

     Provision for income taxes for fiscal year 1997 was $14.6 million  compared
to $4.1  million for fiscal year 1996.  The increase  reflected  the increase in
income before income taxes of $25.5 million and, to a lesser extent, an increase
in the  effective tax rate between these  periods.  The Company's  effective tax
rate was 40.5% for fiscal year 1997 compared to 39.0% for fiscal year 1996.

     Income from  continuing  operations for fiscal year 1997 was $21.4 million,
an increase of $15.0  million  over income from  continuing  operations  of $6.4
million for fiscal year 1996, as a result of the factors described above.

     In March 1997,  in  connection  with the initial  public  offering  and the
application  of the  proceeds  therefrom  to  repay  indebtedness,  the  Company
incurred an extraordinary  charge of $0.8 million, net of $0.5 million of income
tax  benefits,  related  to  prepayment  penalties  and  write-off  of  deferred
financing  charges.  In August 1996,  in  connection  with  refinancing  of debt
associated  with the Lull  acquisition,  the Company  incurred an  extraordinary
charge of $0.3 million,  net of $0.2 million of income tax benefits,  related to
write-off of deferred financing charges.

     Net income for fiscal  year 1997 was $20.6  million,  an  increase of $14.6
million from net income of $6.0 million for fiscal year 1996, as a result of the
factors described above.

     Earnings  per share for fiscal year 1997 were  $1.60,  an increase of $1.07
from  earnings  per  share of $0.53  for  fiscal  year  1996 as a result  of the
increase in net income  described above  partially  offset by an increase in the
weighted average shares outstanding from 11.3 million to 12.8 million.


Fiscal Year Ended September 30, 1996 (New basis) Compared to Period from October
1, 1994 through August 16, 1995 (Predecessor basis)

     Net sales for fiscal year ended September 30, 1996 were $124.9 million,  an
increase of $49.5 million, or 65.6%, over net sales of $75.4 million for the ten
and one-half  month  period from October 1, 1994 through  August 16, 1995 ("Stub
Period 1995").  Sales of telescopic  material handlers for the fiscal year ended
September 30, 1996 were $94.1 million,  an increase of $42.2 million,  or 81.4%,
over Stub  Period  1995.  Sales of skid steer  loaders for the fiscal year ended
September 30, 1996 were $18.0  million,  an increase of $3.0 million,  or 19.9%,
over Stub Period 1995.  Sales of parts and attachments for the fiscal year ended
September 30, 1996 were $12.8  million,  an increase of $4.2 million,  or 49.7%,
over Stub Period 1995. The improvement in sales of telescopic  material handlers
reflected  continued  strong  market demand for such products and the effects of
the August 15, 1996  acquisition  of Lull,  which  resulted in $12.7  million of
incremental  sales in the fiscal year ended  September  30,  1996.  Of the 81.4%


  
                                     17
<PAGE>

increase in net sales of telescopic  material  handlers,  67.6 percentage points
were  attributable  to an increase in the number of units  sold,  including  the
incremental  effects of Lull, and the remainder was primarily  attributable to a
shift in the TRAK product mix towards larger size units and price increases. The
Company  believes  the  increased  demand for  telescopic  material  handlers is
attributable to the expansion of rental fleets,  the  substitution of telescopic
material  handlers for other  construction and material  handling  equipment and
relatively  strong  conditions  in  the  construction  equipment  industry.  The
increase in sales of skid steer  loaders  reflects an increase in unit sales,  a
shift in product mix towards larger size units and a price increase effective in
early 1996. Skid steer loader sales for the fiscal year ended September 30, 1996
were adversely  affected by a temporary  reduction in the rate of production and
shipments during early calendar 1996 while the Company  incorporated  corrective
product  modifications  and upgrades to its skid steer product line. Parts sales
continued to increase in support of the  increased  population  of the Company's
units operating in the field, and sales of attachments  increased primarily as a
result of new equipment sales.

     Gross  profit  for the  fiscal  year  ended  September  30,  1996 was $32.2
million,  an increase of $14.5  million,  or 81.8%,  over gross  profit of $17.7
million for Stub Period 1995. The increase in gross profit  primarily  reflected
the increase in net sales discussed  above.  The gross margin increased to 25.8%
for the fiscal year ended  September  30, 1996 from 23.5% for Stub Period  1995.
The increase in gross margin reflects the favorable change in product mix toward
higher margin telescopic material handlers, improved production efficiencies (in
part  due to  expanded  use of  robotics  and a new  paint  system),  as well as
economies  associated with higher production  volumes.  Also contributing to the
gross margin improvement were purchasing programs that achieved price reductions
for certain components and materials.

     SG&A  expenses  for the fiscal  year ended  September  30,  1996 were $16.3
million,  an increase of $5.4  million,  or 49.6%,  over SG&A  expenses of $10.9
million for Stub Period 1995.  The increase in SG&A expenses for the fiscal year
ended September 30, 1996 reflected expenses  associated with higher net sales in
1996, the incremental effect of SG&A expenses incurred by Lull subsequent to its
August 15,  1996  acquisition  by the  Company,  approximately  $0.7  million in
management  fees paid to an affiliate  of the  Company's  majority  stockholder,
increased  product  development  expenditures  primarily  related to  telescopic
material  handlers,  systems  consulting  fees and  amortization  of goodwill in
fiscal year 1996 as a result of the application of purchase accounting beginning
in August 1995 in connection  with the acquisition of TRAK and in August 1996 in
connection  with the  acquisition of Lull.  SG&A expenses as a percentage of net
sales decreased to 13.1% for the fiscal year ended September 30, 1996 from 14.5%
for Stub Period 1995. The decrease in the SG&A  percentage  continued to reflect
the  relatively  fixed nature of certain SG&A  expenses as well as the Company's
efforts to control general and administrative costs.

     Operating  income for the fiscal  year ended  September  30, 1996 was $15.9
million,  an increase of $9.1 million,  or 133.6%, over operating income of $6.8
million for Stub  Period  1995.  Operating  margins  increased  to 12.7% for the
fiscal  year  ended  September  30,  1996 from 9.0% for Stub  Period  1995.  The
improvements  in operating  income and margins  reflected the factors  described
above.

     Interest  expense  for the fiscal  year ended  September  30, 1996 was $3.4
million,  an increase of $2.0 million,  or 149.0%, over interest expense of $1.4
million for Stub Period  1995.  Interest  expense as a  percentage  of net sales
increased  to 2.8% for the fiscal  year ended  September  30, 1996 from 1.8% for
Stub Period  1995.  The increase in interest  expense  primarily  reflected  the
effects of debt incurred to finance the August 1995  acquisition of TRAK and the
August 1996 acquisition of Lull, and higher  weighted-average  interest rates in
1996.

     Other  finance  charges,  which are primarily  comprised of  dealer-related
finance charges, for the fiscal year ended September 30, 1996 were $2.0 million,
an  increase  of $0.9  million,  or 79.5%,  over other  finance  charges of $1.1
million for Stub Period 1995. Other finance charges as a percentage of net sales
increased to 1.6% from 1.5%.  The increase in other  finance  charges  primarily
resulted from the greater utilization of the floor plan financing program due to
the increases in net sales as well as greater usage by dealers.

     Provision for income taxes for the fiscal year ended September 30, 1996 was
$4.1  million  compared  to $1.8  million  for Stub Period  1995.  The  increase
primarily  reflected the increase in income before provision for


                                       18
<PAGE>

income taxes of $6.1 million between these periods.  The Company's effective tax
rate was 39.0% for the fiscal year ended  September  30, 1996 and 41.1% for Stub
Period 1995.

     Income from  continuing  operations for the fiscal year ended September 30,
1996 was $6.4 million,  an increase of $3.9 million,  or 151.3% over income from
continuing  operations  of $2.5  million for Stub Period 1995 as a result of the
factors described above.

     In August 1996, in connection  with the  refinancing  of debt,  the Company
incurred an extraordinary  charge of $0.3 million, net of $0.2 million of income
tax benefits, related to the write-off of deferred financing charges.

     In October 1994, the Predecessor adopted SFAS 106, the cumulative effect of
which on net income was a charge of $0.4  million,  less  applicable  income tax
benefits of $0.2 million.


Period from August  17, 1995 through September  30, 1995 (New basis)

     Due to the relatively brief period involved, comprehensive comparative data
has not been presented or discussed below with respect to the period from August
17, 1995 through  September 30, 1995 (the period from the date of acquisition of
TRAK  and  the  application  of  purchase  accounting  through  the  date of the
Company's fiscal year end).

     Net sales for the period from August 17, 1995  through  September  30, 1995
(the "September 1995 Stub Period") were $12.7 million. Gross margin of 23.1% was
relatively  consistent  with gross  margin for the period  from  October 1, 1994
through August 16, 1995. SG&A expenses as a percentage of net sales decreased to
13.1% as the Company continued to realize the benefits of its efforts to monitor
and  control  general  and  administrative  costs.  Other  finance  charges as a
percentage  of net sales  were  2.1%,  reflecting  the  growth in the  Company's
business and the  dealer-related  finance charges  incurred by the Company.  The
Company's effective tax rate for the September 1995 Stub Period was 40.7%.


Capital Resources and Liquidity

     Net cash provided by operating  activities of the Company was $21.6 million
for fiscal year 1997.  Working capital (excluding the effects of changes in cash
and current portions of long-term debt) increased by $5.4 million in the period,
primarily reflecting increases in accounts receivable and inventories related to
growth in sales volume. Cash provided by operating activities of the Company for
the period was used primarily to finance  capital  expenditures of $3.0 million,
to make payments to former TRAK  shareholders of $1.0 million tied to receipt of
orders under contracts with the U.S. Army and to repay existing indebtedness.

     Net cash provided by operating activities of the Company was $8.6 million
for the fiscal year ended September 30, 1996.  Working capital decreased by $1.4
million in the period which primarily  reflected  increases in accounts  payable
and  other  current  liabilities  partially  offset  by  increases  in  accounts
receivable and inventories. Cash provided by operating activities of the Company
for the  period  was used  primarily  to finance  capital  expenditures  of $1.4
million,  to make payments to former TRAK  shareholders  of $0.4 million tied to
receipt  of orders  under  contracts  with the U.S.  Army and to repay  existing
indebtedness.  The  aggregate  purchase  price paid by the  Company  for Lull in
August 1996 totaled  approximately  $69.0  million plus assumed  liabilities  of
$14.6 million. The acquisition was financed with additional borrowings under the
Company's amended credit facilities.

     On March 20, 1997,  the Company  completed its initial  public  offering of
common  stock,  selling 3  million  primary  and 6.2  million  secondary  shares
(including  shares  issued  upon  exercise  of the  underwriters'  overallotment
option)  for $14 per  share,  before  underwriting  discounts  and  commissions.
Proceeds to the Company from the  offering of $37.6  million (net of expenses of
the offering of $1.7 million)  were used to repay $22.6 million of  subordinated
debt (including  accrued interest and prepayment fees) and $15.0 million of bank
term debt.



                                       19
<PAGE>

     The Company had borrowings  under a revolving  credit facility and two term
loans. The revolving credit facility provided for borrowings of up to the lesser
of $25.0  million or a borrowing  base  calculated  on a percentage  of eligible
receivables and inventories.  Borrowings under this facility were due August 16,
2003 and bore interest either at the bank's corporate base rate plus 1.0% (9.50%
at June  30,  1997) or LIBOR  plus  2.25%  (7.91%  at June  30,  1997).  Amounts
outstanding  under the revolving  line of credit  facility at September 30, 1997
were $3.1  million.  In addition,  the Company had $0.3  million in  outstanding
letters of credit under this revolving line of credit facility. At September 30,
1997,  the Company had unused  borrowing  capacity of $21.6  million  under this
facility.

     Borrowings under the term loans were due in quarterly  installments ranging
from $0.5 million to $3.1 million,  which commenced in October 1996 with a final
payment  in August  2003.  The term  loans  bore  interest  either at the bank's
corporate  base rate plus 1.25% (9.75% at September 30, 1997) or LIBOR plus 2.5%
(8.16%  at  September  30,  1997).  The  Company  was able to  elect to  convert
outstanding term loan balances between interest types at its discretion.

     During  November 1997 in connection  with the  acquisition of Snorkel,  the
Company  entered into a new credit facility which replaced the existing loan and
security  agreement.  The new  agreement  provides for a $165.0  million  credit
facility  consisting of a $40.0 million  revolving  credit facility and a $125.0
million term loan. The term loan requires  quarterly  principal payments ranging
from $2.5  million to $6.25  million  commencing  on February  28, 1998 with the
final  maturity  on November  30,  2004.  Borrowings  under the  agreement  bear
interest at prime or LIBOR plus 1.00%. In conjunction with entering into the new
credit facility,  the Company  recognized an extraordinary loss in November 1997
of $0.6 million  attributable  to the  write-off of $0.9 million of  unamortized
deferred financing fees, net of related tax benefits.

     Based on its ability to generate funds from operations and the availability
of funds under its new credit facilities, the Company believes that it will have
sufficient  funds  available to meet its  currently  anticipated  operating  and
capital  expenditure   requirements  for  its  existing  and  recently  acquired
operations.


Backlog

     The Company's backlog as of September 30, 1997 was $68.3 million,  of which
$39.5  million  relates to the ATLAS  military  contract.  It is  expected  that
substantially  all  of  the  commercial  backlog  and  approximately  60% of the
military backlog will be shipped before September 30, 1998.


Item 8.  Financial Statements and Supplementary Data

     The financial  statements and supplementary  data required by this item are
presented under Item 14 and incorporated herein by reference thereto.


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

     None.




                                       20

<PAGE>

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

     A definitive  proxy  statement is expected to be filed with the  Securities
and Exchange  Commission  (the  "Commission")  on or about January 7, 1998.  The
information  required by this item is set forth under the caption  "Election  of
Directors",  under the  caption  "Executive  Officers"  and  under  the  caption
"Compliance  with Section  16(a) of the Exchange  Act" of the  definitive  proxy
statement, which information is incorporated herein by reference thereto.

Item 11.  Executive Compensation

     The  information  required  by this  item is set forth  under  the  caption
"Executive Compensation" of the definitive proxy statement, which information is
incorporated herein by reference thereto.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information  required  by this  item is set forth  under  the  caption
"Security  Ownership  of  Certain  Beneficial  Owners  and  Management"  of  the
definitive  proxy  statement,   which  information  is  incorporated  herein  by
reference thereto.

Item 13.  Certain Relationships and Related Transactions

     The  information  required  by this  item is set forth  under  the  caption
"Certain  Transactions" of the definitive proxy statement,  which information is
incorporated herein by reference thereto.




                                       21
<PAGE>

                                     PART IV


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

1.  Financial Statements

     The  following  financial  statements  of  the  Company  and  of one of its
wholly-owned subsidiaries, TRAK International,  Inc., and reports of independent
accountants, each included as Item 7 to the Company's Current Report on Form 8-K
dated  December 1, 1997,  as amended  pursuant to the Amendment No. 1 to Current
Report on Form  8-K/A  dated  December  12,  1997,  are  incorporated  herein by
reference thereto:

     A.   OmniQuip International, Inc.

          Report of Independent Accountants

          Consolidated  Balance  Sheets at September  30, 1997 and September 30,
              1996

          Consolidated Statements of Income for the fiscal years ended September
             30, 1997 and September 30, 1996 and the period from August 17, 
             1995 to September 30, 1995

          Consolidated   Statements  of  Changes  in  Stockholders'   Equity  at
             September 30, 1997, September 30, 1996 and September 30, 1995

          Consolidated  Statements  of Cash  Flows for the  fiscal  years  ended
             September  30,  1997 and  September  30,  1996 and the period  from
             August 17, 1995 to September 30, 1995

          Notes to Consolidated Financial Statements

     B.   TRAK International, Inc.

          Report of Independent Accountants

          Balance Sheet at September 30, 1994

          Statements of Income for the period from October 1, 1994 to August 16,
             1995 and the fiscal year ended September 30, 1994

          Statements of Changes in Stockholders' Equity at August 16, 1995
             and September 30, 1994

          Statement of Cash Flows for the period from  October 1, 1994 to August
             16, 1995 and the fiscal year ended September 30, 1994

          Notes to Financial Statements


2.   Financial Statement Schedules

     Report of Independent Accountants on Financial Statement Schedule       S-1

     Schedule II - Rule 12-09 Valuation and Qualifying Accounts
          and Reserves for the Fiscal Year Ended September 30, 1997          S-2

     All other  schedules  are omitted  because they are not  applicable  or the
required information is shown in the financial statements or notes thereto.


                                       22
<PAGE>

3.  Exhibits

     The exhibits listed on the accompanying Index to Exhibits are filed as part
of this Report.

4.  Reports on Form 8-K

     On July  28,  1997,  a  Current  Report  on Form 8-K was  filed to  report,
pursuant to Item 2 and Item 7 thereof,  that the  Company had  executed an asset
purchase agreement pursuant to which the Company, subject to certain conditions,
agreed to acquire the Snorkel Division of Figgie International Inc.





 


                                      23
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.   Description


       2.1 Asset  Purchase  Agreement,  dated as of July 19, 1997,  by and among
           Figgie  International  Inc., Figgie  International  Real Estate Inc.,
           Figgie  Properties Inc.,  Figgie Licensing  Corporation,  Figgie Risk
           Management  Co.  and SKL  Lift,  Inc.  (filed as  Exhibit  2.1 to the
           Company's  Current  Report on Form 8-K filed with the  Commission  on
           December 2, 1997 (the "December 1997 8-K") and incorporated herein by
           reference thereto)

       2.2 Amendment, dated as of November 9, 1997, by and between Figgie
           International Inc. and SKL Lift, Inc. (filed as Exhibit 2.2 to
           the December 1997 8-K and incorporated herein by reference
           thereto)

       3.1 Restated  Certificate of  Incorporation  of the Registrant  (filed as
           Exhibit  3.1 to the  Company's  Registration  Statement  on Form  S-1
           (Registration No. 333-13181), filed with the Commission on October 1,
           1996,  as amended on  November  12, 1996 and  February  20, 1997 (the
           "Registration   Statement")  and  incorporated  herein  by  reference
           thereto)

       3.2 Amended By-laws of the Registrant (filed as Exhibit 3.2 to the
           Registration Statement and incorporated herein by reference
           thereto)

     *10.1 Purchase and Stockholder Agreement,  dated September 20, 1995, by and
           between Uniquip Corporation and P. Enoch Stiff (filed as Exhibit 10.1
           to the Registration  Statement and  incorporated  herein by reference
           thereto)

     *10.2 Stock Pledge  Agreement,  dated September 20, 1995, by and between P.
           Enoch Stiff and  Uniquip  Corporation  (filed as Exhibit  10.2 to the
           Registration Statement and incorporated herein by reference thereto)

     *10.3 $126,859 Promissory Note, dated September 20, 1995, by P. Enoch Stiff
           to Uniquip  Corporation  (filed as Exhibit  10.3 to the  Registration
           Statement and incorporated herein by reference thereto)

     *10.4 Letter  Agreement,  dated September 20, 1995, by and between P. Enoch
           Stiff  and  Uniquip   Corporation  (filed  as  Exhibit  10.4  to  the
           Registration Statement and incorporated herein by reference thereto)

     *10.5 Amendment to Promissory Note and Stock Pledge Agreement, dated
           September  30, 1996, by and between OmniQuip International, Inc.
           and P. Enoch Stiff (filed as Exhibit 10.5 to the Registration
           Statement and incorporated herein by reference thereto)

     *10.6 Investment Agreement, dated August 16, 1995, by and between P.
           Enoch Stiff and Harbour Group Investments III, L.P. (filed as
           Exhibit 10.6 to the Registration Statement and incorporated
           herein by reference thereto)

     *10.7 Participation Agreement, dated August 16, 1995, by and between
           P. Enoch Stiff and Harbour Group Investments III, L.P. (filed as
           Exhibit 10.7 to the Registration Statement and incorporated
           herein by reference thereto)

     *10.8 Purchase and Stockholder Agreement,  dated September 20, 1995, by and
           between Uniquip  Corporation and James H. Hook (filed as Exhibit 10.8
           to the Registration  Statement and  incorporated  herein by reference
           thereto)

     *10.9 Stock Pledge  Agreement,  dated  September  20, 1995,  by and between
           James H. Hook and Uniquip  Corporation  (filed as Exhibit 10.9 to the
           Registration Statement and incorporated herein by reference thereto)

    *10.10 $47,572  Promissory  Note, dated September 20, 1995, by James H. Hook
           to Uniquip  Corporation  (filed as Exhibit 10.10 to the  Registration
           Statement and incorporated herein by reference thereto)

                                       24
<PAGE>

    *10.11 Letter  Agreement,  dated September 20, 1995, by and between James H.
           Hook  and  Uniquip   Corporation  (filed  as  Exhibit  10.11  to  the
           Registration Statement and incorporated herein by reference thereto)

    *10.12 Amendment to Promissory Note and Stock Pledge Agreement, dated
           September  30, 1996, by and between OmniQuip International, Inc.
           and James H. Hook (filed as Exhibit 10.12 to the Registration
           Statement and incorporated herein by reference thereto)

    *10.13 Purchase and Stockholder Agreement,  dated September 20, 1995, by and
           between  Uniquip  Corporation  and Curtis J. Laetz  (filed as Exhibit
           10.13  to the  Registration  Statement  and  incorporated  herein  by
           reference thereto)

    *10.14 Stock Pledge  Agreement,  dated  September  20, 1995,  by and between
           Curtis J. Laetz and Uniquip  Corporation  (filed as Exhibit  10.14 to
           the  Registration  Statement  and  incorporated  herein by  reference
           thereto)

    *10.15 $47,572 Promissory Note, dated September 20, 1995, by Curtis J. Laetz
           to Uniquip  Corporation  (filed as Exhibit 10.15 to the  Registration
           Statement and incorporated herein by reference thereto)

    *10.16 Letter Agreement,  dated September 20, 1995, by and between Curtis J.
           Laetz  and  Uniquip  Corporation  (filed  as  Exhibit  10.16  to  the
           Registration Statement and incorporated herein by reference thereto)

    *10.17 Amendment to Promissory Note and Stock Pledge Agreement, dated
           September  30, 1996, by and between OmniQuip International, Inc.
           and Curtis J. Laetz (filed as Exhibit 10.17 to the Registration
           Statement and incorporated herein by reference thereto)

    *10.18 Purchase and Stockholder Agreement,  dated September 20, 1995, by and
           between  Uniquip  Corporation  and Robert D. Melin  (filed as Exhibit
           10.18  to the  Registration  Statement  and  incorporated  herein  by
           reference thereto)

    *10.19 Stock Pledge  Agreement,  dated  September  20, 1995,  by and between
           Robert D. Melin and Uniquip  Corporation  (filed as Exhibit  10.19 to
           the  Registration  Statement  and  incorporated  herein by  reference
           thereto)

    *10.20 $47,572 Promissory Note, dated September 20, 1995, by Robert D. Melin
           to Uniquip  Corporation  (filed as Exhibit 10.20 to the  Registration
           Statement and incorporated herein by reference thereto)

    *10.21 Letter Agreement,  dated September 20, 1995, by and between Robert D.
           Melin  and  Uniquip  Corporation  (filed  as  Exhibit  10.21  to  the
           Registration Statement and incorporated herein by reference thereto)

    *10.22 Amendment to Promissory Note and Stock Pledge Agreement, dated
           September  30, 1996, by and between OmniQuip International, Inc.
           and Robert D. Melin (filed as Exhibit 10.22 to the Registration
           Statement and incorporated herein by reference thereto)

    *10.23 Purchase and Stockholder Agreement,  dated September 20, 1995, by and
           between  Uniquip  Corporation  and Paul D.  Roblee  (filed as Exhibit
           10.23  to the  Registration  Statement  and  incorporated  herein  by
           reference thereto)

    *10.24 Stock Pledge Agreement, dated September 20, 1995, by and between Paul
           D.  Roblee and  Uniquip  Corporation  (filed as Exhibit  10.24 to the
           Registration Statement and incorporated herein by reference thereto)

    *10.25 $47,572  Promissory Note, dated September 20, 1995, by Paul D. Roblee
           to Uniquip  Corporation  (filed as Exhibit 10.25 to the  Registration
           Statement and incorporated herein by reference thereto)

    *10.26 Letter  Agreement,  dated  September 20, 1995, by and between Paul D.
           Roblee  and  Uniquip  Corporation  (filed  as  Exhibit  10.26  to the
           Registration Statement and incorporated herein by reference thereto)

                                       25
<PAGE>

    *10.27 Amendment to Promissory Note and Stock Pledge Agreement, dated
           September  30, 1996, by and between OmniQuip International, Inc.
           and Paul D. Roblee (filed as Exhibit 10.27 to the Registration
           Statement and incorporated herein by reference thereto)

    *10.28 OmniQuip International, Inc. 1996 Executive Stock Option Plan
           (filed as Exhibit 10.28 to the Registration Statement and
           incorporated herein by reference thereto)

    *10.29 Form of Option Agreement pursuant to the OmniQuip International,
           Inc. 1996 Executive Stock Option Plan (filed as Exhibit 10.29 to
           the Registration Statement and incorporated herein by reference
           thereto)

    *10.30 OmniQuip International, Inc. 1996 Long Term Incentive Plan
           (filed as Exhibit 10.30 to the Registration Statement and
           incorporated herein by reference thereto)

    *10.31 OmniQuip International, Inc. 1996 Directors Non-Qualified Stock
           Option Plan (filed as Exhibit 10.31 to the Registration
           Statement and incorporated herein by reference thereto)

    *10.32 Form of Option Agreement pursuant to the OmniQuip International,
           Inc. 1996 Directors Non-Qualified Stock Option Plan (filed as
           Exhibit 10.32 to the Registration Statement and incorporated
           herein by reference thereto)

     10.33 Amended and Restated Subordinated Note Agreement, dated August
           16, 1996, by and between TRAK International, Inc. and Harbour
           Group Investments III, L.P. (filed as Exhibit 10.33 to the
           Registration Statement and incorporated herein by reference
           thereto)

     10.34 Subordinated Note Agreement, dated August 16, 1996, by and
           between Uniquip Corporation and The Boatmen's National Bank of
           St. Louis (filed as Exhibit 10.34 to the Registration Statement
           and incorporated herein by reference thereto)

     10.35 Loan  Agreement,  dated August 16, 1996,  by and among The  Boatmen's
           National Bank of St. Louis, as agent, The Boatmen's  National Bank of
           St.  Louis and the other  lenders  named  therein,  as lenders,  TRAK
           International, Inc. and Lull Lift Corporation (filed as Exhibit 10.35
           to the Registration  Statement and  incorporated  herein by reference
           thereto)

     10.36 Insurance Agreement, dated September 27, 1996, by and between
           Harbour Group Ltd. and Uniquip Corporation (filed as Exhibit
           10.39 to the Registration Statement and incorporated herein by
           reference thereto)

     10.37 Corporate Development Consulting and Advisory Services Letter
           Agreement, dated September 30, 1996, by and between OmniQuip
           International, Inc. and Harbour Group Industries, Inc. (filed as
           Exhibit 10.40 to the Registration Statement and incorporated
           herein by reference thereto)

     10.38 Operations Consulting and Advisory Services Letter Agreement,
           dated September 30, 1996, by and between OmniQuip International,
           Inc. and Harbour Group Ltd. (filed as Exhibit 10.41 to the
           Registration Statement and incorporated herein by reference
           thereto)

     10.39 Registration Rights Agreement, dated September 30, 1996, by and
           among OmniQuip International, Inc., Uniquip-HGI Associates, L.P.
           and Harbour Group Investments III, L.P. (filed as Exhibit 10.42
           to the Registration Statement and incorporated herein by
           reference thereto)

     10.40 Stock Option  Agreement,  dated  September  20, 1995,  by and between
           Uniquip Corporation and Harbour Group Investments III, L.P. (filed as
           Exhibit 10.43 to the Registration  Statement and incorporated  herein
           by reference thereto)

     10.41 Termination of Option Agreement, dated September  30, 1996, by
           and between OmniQuip International, Inc. and Harbour Group
           Investments III, L.P. (filed as Exhibit 10.44 to the
           Registration Statement and incorporated herein by reference
           thereto)

     10.42 Agreement and Plan of Merger, dated July 19, 1995, by and among
           TRK Acquisition Corporation, TRAK International, Inc. and the
           major stockholders of TRAK International, Inc. listed therein
           (filed as Exhibit 10.45 to the Registration Statement and
           incorporated herein by reference thereto)

                                       26
<PAGE>
     10.43 Indemnification  and Escrow Agreement,  dated August 16, 1995, by and
           among   TRAK   International,   Inc.,   the   stockholders   of  TRAK
           International,  Inc.  listed therein and The Boatmen's Trust Company,
           as Escrow Agent (filed as Exhibit 10.46 to the Registration Statement
           and incorporated herein by reference thereto)

     10.44 Asset Purchase Agreement, dated August 15, 1996, by and among
           Lull Lift Corporation, Lull Industries, Inc. and the
           stockholders of Lull Industries, Inc. listed therein (filed as
           Exhibit 10.47 to the Registration Statement and incorporated
           herein by reference thereto)

     10.45 Collective Bargaining Agreement, effective from November 1, 1994
           to October 31, 1998, by and between TRAK International, Inc. and
           Local 1430, District No. 10 International Association of
           Machinists and Aerospace Workers (filed as Exhibit 10.48 to the
           Registration Statement and incorporated herein by reference
           thereto)

     10.46 Contract No. DAAE0795DR012 between TRAK International, Inc. and
           U.S. Army Tank-Automotive Command (filed as Exhibit 10.49P to
           the Registration Statement and incorporated herein by reference
           thereto)

     10.47 Floorplan Repurchase Agreement, dated October 2, 1990, by and
           between TRAK International, Inc. and Deutsche Financial Services
           and Addendum to Floorplan Repurchase Agreement, dated June  14,
           1993, by and between TRAK International, Inc. and Deutsche
           Financial Services (Deutsche Financial Services as successor to
           ITT Commercial Finance Corp. and ITT Commercial Finance, a
           division of ITT Industries of Canada Ltd.) (filed as Exhibit
           10.50 to the Registration Statement and incorporated herein by
           reference thereto)

     10.48 Letter Agreement, dated August  21, 1996, by and between TRAK
           International, Inc. and Deutsche Financial Services (filed as
           Exhibit 10.51 to the Registration Statement and incorporated
           herein by reference thereto)

     10.49 Agreement,  dated  January 19, 1995,  between CBM  Industries,  Inc.,
           d/b/a RJ Associates and Lull Industries, Inc. (filed as Exhibit 10.53
           to the Registration  Statement and  incorporated  herein by reference
           thereto)

     10.50 Industrial Park Lease, dated April 1, 1995, by and between the
           City of Oakes and Lull Industries, Inc. (filed as Exhibit 10.54
           to the Registration Statement and incorporated herein by
           reference thereto)

     10.51 Retail Finance Agreement, effective July 14, 1994, between Lull
           Industries, Inc. and Deere Credit, Inc. (filed as Exhibit 10.55
           to the Registration Statement and incorporated herein by
           reference thereto)

     10.52 Indemnification Agreement by and among OmniQuip International,  Inc.,
           Harbour Group Investments III, L.P. and Uniquip-HGI Associates,  L.P.
           (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
           filed with the  Commission  on May 15, 1997 (the "May 1997 10-Q") and
           incorporated herein by reference thereto)

     10.53 Underwriting Agreement, dated March 20, 1997, by and among
           OmniQuip International, Inc., Harbour Group Investments III,
           L.P., Uniquip-HGI Associates, L.P., and  Morgan Stanley & Co.
           Incorporated, Credit Suisse First Boston Corporation, Schroder
           Wertheim & Co. Incorporated and Robert W. Baird & Co.
           Incorporated, as representatives of the several U.S.
           underwriters, and Morgan Stanley & Co. International Limited,
           Credit Suisse First Boston (Europe) Limited, J. Henry Schroder &
           Co. Limited and Robert W. Baird & Co. Incorporated, as
           representatives of the several international underwriters (filed
           as Exhibit 10.1 to the May 1997 10-Q and incorporated herein by
           reference thereto)

     10.54 Credit  Agreement,  dated  November 17, 1997,  by and among  OmniQuip
           International,  Inc., the certain lending  institutions party thereto
           from time to time, Morgan Stanley Senior Funding, Inc. as Syndication
           Agent and Arranger,  and First Union National Bank, as Administrative
           Agent and  Co-Arranger  (filed as Exhibit 10 to the December 1997 8-K
           and incorporated herein by reference thereto)
 
                                       27

<PAGE>

     10.55 Business  Premises  Lease  Agreement,  dated October 27, 1997, by and
           between Garden Way Incorporated and TRAK International, Inc.

     10.56 Lease Agreement, dated May 15, 1997, by and between B.M.S.
           Management, Inc. and Snorkel, a division of Figgie International
           Inc.

     10.57 Lease Agreement, dated February 1, 1994, by and between SJ
           Associates, L.P. and Snorkel-Economy, a division of Figgie
           International Inc.

     10.58 Land Lease, dated as of November 17, 1997, by and between  SKL
           Lift, Inc. and Figgie International Real Estate Inc.

     10.59 Deed of Lease,  dated as of November 17, 1997, by and between Snorkel
           Elevating Work Platforms Limited and Figgie International Real Estate
           Inc.

     10.60 Agreement  for Trademark  Assignment  and  License-Back,  dated as of
           November 17, 1997, by and between  Iveco  Magirus  Brandschutztechnik
           GmbH, Figgie International Inc. and SKL Lift, Inc.

        21 Subsidiaries of the Registrant

        23 Consent of Price Waterhouse LLP

        24 Powers of Attorney

        27 Financial Data Schedule

*     Management contract or compensatory plan or arrangement.




                                       28
<PAGE>


                                   SIGNATURES

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

                                      OMNIQUIP INTERNATIONAL, INC.



                                      By:  /s/ Philip G. Franklin
                                           ----------------------------------
                                           Philip G. Franklin
                                           Vice President-Finance, Chief
                                           Financial Officer, Treasurer
                                           and Secretary

December 24, 1997

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on December 24, 1997.

            *                 President,  Chief Executive  Officer
--------------------------    and  Director  (Principal  executive officer)
        P. Enoch Stiff        



/s/ Philip G. Franklin        Vice President - Finance, Chief Financial
---------------------------   Officer, Treasurer and Secretary (Principal
    Philip G. Franklin        financial and accounting officer)


            *                 Director and Chairman of the Board
---------------------------
    Donald E. Nickelson


            *                 Director
---------------------------
    Peter S. Finley


            *                 Director
---------------------------
    Jeffrey L. Fox


            *                 Director
---------------------------
    Samuel A. Hamacher


            *                 Director
---------------------------
    Paul W. Jones

            *                 Director
---------------------------
     Jerry E. Ritter


                                       29
<PAGE>



            *                 Director
---------------------------
    Joseph F. Shaughnessy

            *                 Director
---------------------------
    Robert L. Virgil



By:  /s/ Philip G. Franklin
     ------------------------
         Philip G. Franklin
         Attorney-in-Fact



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

*     Such  signature  has been  affixed  pursuant to the  following  Power of
      Attorney:




                                       30
<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below  constitutes and appoints P. Enoch Stiff and Philip G. Franklin,  and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities,   to  sign  the  1997  Annual   Report  on  Form  10-K  of  OmniQuip
International,  Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto each said  attorney-in-fact  and agent full power and authority to
do and perform each and every act and thing  requisite and necessary as fully to
all intents and purposes as he might or could do in person, and hereby ratifying
and  confirming  all that said  attorney-in-fact  and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.



                                       31
<PAGE>


                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE



To the Board of Directors and
   Stockholders of OmniQuip International, Inc.


Our audits of the consolidated  financial statements of OmniQuip  International,
Inc.  (the  "Company"),  referred  to in our  report  dated  November  3,  1997,
appearing at Item 7 of the Company's  Current  Report on Form 8-K dated December
1, 1997, as amended  pursuant to the  Amendment No. 1 to Current  Report on Form
8-K/A  dated  December  12,  1997  (which  reports  and  consolidated  financial
statements  are  incorporated  by reference in this Annual  Report on Form 10-K)
also  included  an  audit  of  the  Financial  Statement  Schedule  of  OmniQuip
International,  Inc. listed at Item 14(2) of this Form 10-K. In our opinion, the
Financial  Statement  Schedule  presents fairly, in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated financial statements.




PRICE WATERHOUSE LLP

St. Louis, Missouri
November 3, 1997





                                      S-1
<PAGE>



                                                                     SCHEDULE II

                          OMNIQUIP INTERNATIONAL, INC.

          Rule 12-09 Valuation and Qualifying Accounts and Reserves
                for the Fiscal Year Ended September  30, 1997
                                 (in thousands)




<TABLE>
<CAPTION>

            Column A            Column B           Column C         Column D    Column E
---------------------------     --------    ----------------------  --------    --------
                                                   Additions
                                            ----------------------
                                Balance at
                                Beginning   Charged to  Charged to              Balance at
                                    of      Costs and   Other                   End of
Valuation and Reserve Accounts  Period      Expenses    Accounts   Deductions   Period
------------------------------  ---------   ---------   ---------- ----------   ----------
<S>                             <C>         <C>         <C>         <C>         <C>    
Accounts receivable reserve...    $   351      $164      $   --      $  11      $   504
                                  =======      ====      ======      =====      =======
Excess and obsolete inventory
reserves......................    $2,482       $420      $   --      $629       $2,273
                                  =======      ====      ======      ====       ======

</TABLE>

                                      S-2