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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                                   FORM 10-K/A
                                (Amendment No. 1)
    

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended June 28, 1998.
                                       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 333-31187

                       W.R. CARPENTER NORTH AMERICA, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                        54-1049647
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)

   
                               801 S. Pine Street
                            Madera, California 93637
    
              (Address of principal executive offices and zip code)

   
                                 (559) 662-3900
    
              (Registrant's telephone number, including area code)

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

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

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

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates -- Not applicable.

At September 28, 1998, there were 55,000 shares of Class A common stock, $1.00
par value, and 5,000 shares of Class B common stock, $1.00 par value, of the
registrant issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                 Not Applicable.


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<TABLE>
<S>       <C>                                                               <C>
                                     PART I

Item 1.   Business ........................................................  1
Item 2.   Properties ......................................................  7
Item 3.   Legal Proceedings ...............................................  8
Item 4.   Submission of Matters to a Vote of Security Holders .............  9

                                     PART II

Item 5.   Market for Company's Common Equity and Related Stockholder 
          Matters ......................................................... 10
Item 6.   Selected Financial Data ......................................... 11
Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operation ............................................ 13
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk ...... 19
Item 8.   Financial Statements and Supplementary Data ..................... 20
Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure ............................................ 40

                                    PART III

Item 10.  Directors and Executive Officers of the Company ................. 41
Item 11.  Executive Compensation .......................................... 42 
Item 12.  Security Ownership of Certain Beneficial Owners and Management... 44
Item 13.  Certain Relationships and Related Transactions .................. 45

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on 
          Form 8-K ........................................................ 46
</TABLE>



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FORWARD-LOOKING STATEMENTS

         This report contains forward-looking statements, usually containing the
words "estimate," "project," "expect," or similar expressions. Those statements
are subject to uncertainties, including those discussed in this report,
particularly in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 13 through 18. These uncertainties could cause
actual results to differ materially. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. For additional information regarding such forward-looking statements,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Forward-Looking Statements," on page 13.

                                     PART I
ITEM 1. BUSINESS.

GENERAL

         W.R. Carpenter North America, Inc. ("the Company") was incorporated in
1975 under the laws of Delaware and serves as the holding company for its two
operating subsidiaries, UpRight, Inc. ("UpRight") and Horizon High Reach, Inc.
("Horizon").

         UpRight's stock was publicly traded from 1980 until 1988, when it was
acquired by an affiliate of the Company. In 1988, through a corporate
reorganization, UpRight became a wholly owned subsidiary of the Company. Prior
to 1989, Horizon was an independent company in the business of renting and
selling aerial work platform equipment in Southern California. In 1989, UpRight
acquired the assets of Horizon which were merged into the retail division of
UpRight's North American Operations. In 1994, Horizon became a wholly owned
subsidiary of the Company. Although Horizon distributes UpRight products, the
two companies have separate management teams and operate on an independent
basis.

                                     UPRIGHT

         UpRight is a leading manufacturer of aerial work platforms, including
scissor lifts, boom lifts, portable lifts, and aluminum scaffolding. UpRight has
been manufacturing powered scissor lifts since 1974 as an outgrowth of its
leadership in the development and sale of aluminum scaffolding. UpRight
currently manufactures its products in Selma, California. UpRight expects to
expand its production capacity with the addition of another facility in Madera,
California, located 40 miles north of Selma. Construction of the initial stage
of the Madera facility is scheduled for completion by December 1998. UpRight
expects to transfer the boom lift production lines from Selma to Madera in
January 1999.

         UpRight sells its products through an extensive network of over 150
equipment dealers and rental companies, including national, regional and local
distributors located throughout the United States and Canada and 79 distributors
located in 53 countries internationally. For fiscal year 1998, approximately 40%
of UpRight's revenue was generated by sales to customers in Europe and the
Pacific Rim, which UpRight's management believes is among the highest
percentages of revenue from international sales of any aerial work platform
manufacturer. Other than Horizon, UpRight's ten largest customers for such
period accounted for approximately 64% of UpRight's revenue. UpRight's customers
sell and/or rent its aerial work platforms to end users in construction,
commercial, industrial and institutional markets who use the equipment for a
wide variety of applications, including for the construction, repair and
maintenance of industrial plants, shopping malls, office buildings, schools,
hotels, hospitals, elevated roadways, bridges and other industrial, commercial
and institutional structures. UpRight believes its customer service, including
technical support for dealers and rental companies, repair and maintenance
services, spare parts availability, product upgrades and operational and safety
training, enhances its reputation and improves its competitive position versus
other manufacturers.

PRODUCTS

     UpRight's product line consists of four major categories of equipment:
scissor lifts, boom lifts, portable lifts and aluminum scaffolding.

     Scissor Lifts. UpRight is a leader in the manufacture and sale of scissor
lifts, offering ten product lines consisting of 167 scissor lift models. These
machines provide access to elevations up to 56 feet with various platform sizes
ranging from eight square feet to 110 square feet. These platforms range in
capacity from two persons/500 pounds to five persons/2,000 pounds. Scissor lifts
are intended to safely lift and support workers, their tools and materials.
These models are available for indoor and outdoor applications. The uses and
applications for scissor lifts are varied and include non-residential
construction, warehousing, renovations and retooling and maintenance of large
manufacturing plants and institutional facilities. Currently, dealer net prices
for UpRight's standard models range from approximately $7,750 to $50,000.
UpRight's two largest scissor lift lines, consisting of 



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models which provide access to elevations ranging from 15 to 31 feet, accounted
for 41% of UpRight's revenue for fiscal year 1998.

     UpRight's scissor lifts are powered by a battery-powered DC electric motor,
an internal combustion engine (propane, gasoline or diesel), or a combination of
diesel and electric power (bi-energy). UpRight's DC electric-powered scissor
lifts are capable of climbing grades ranging from 20% to 30%, which allows them
to climb most inclines and ramps and to tolerate certain uneven floor
conditions. UpRight's internal combustion engine machines are also available
with two- or four-wheel drive and can climb grades of up to 35%. An oscillating
axle is also available on UpRight's rough terrain units enabling these machines
to traverse difficult terrain.

     Boom Lifts. In 1997 UpRight introduced its first lines of articulated boom
lifts and in February 1998 introduced its first telescopic boom lift. UpRight
offers four boom lift product lines consisting of 21 models. These machines have
rated lift capacities up to 500 pounds and provide access to elevations from 52
feet to 66 feet high and up to 53 feet away from the base. As a result of their
mobility, the applications for boom lifts are extensive, and include
non-residential construction, manufacturing, renovations and retooling of large
manufacturing plants and facilities maintenance. Boom lifts are designed to
reach over machinery and equipment that is mounted on floors and to reach other
elevated positions not easily accessed by a vertical lifting device. The boom
may be rotated up to 360 degrees in either direction, raised or lowered from
vertical to below horizontal and extended, while the work platform remains
horizontal and stable. Boom lifts may be maneuvered forward or backward and
steered in any direction by the operator from the elevated work platform.
Currently, dealer net prices for UpRight's standard models range from
approximately $39,000 to $75,000.

     UpRight's boom lifts are powered by a battery-powered DC electric motor, an
internal combustion engine (propane, gasoline or diesel), or a combination of
diesel and electric power (bi-energy). UpRight's boom lifts are capable of
climbing grades ranging from 30% to 40%. Rough terrain models offer an
oscillating axle, which enhances the ability of the boom lift to maintain
traction while traversing uneven terrain.

     Portable Lifts. UpRight offers this product line consisting of more than 20
models of manually propelled portable lifts, which consist of a work platform
attached to an aluminum mast that extends vertically. These machines, while in
their retracted position, can be rolled through standard door openings. They
have maximum elevation capabilities of up to 48 feet and rated lift capacities
range from 250 to 350 pounds. The applications for portable lifts are more
limited than for self-propelled machines and include many indoor uses such as
maintenance of commercial buildings, municipal and governmental institutions,
industrial plants and theaters. Currently, dealer net prices for UpRight's
standard models range from approximately $3,400 to $9,500.

     Scaffolding. UpRight first introduced aluminum scaffolding in 1947 and
today is considered to be the North American leader in this product segment.
Scaffolding height can be adjusted by mounting individual sections on top of one
another up to a maximum height of approximately 100 feet. Today, scaffolding is
still a major rental and sales item for use on certain construction and
maintenance projects. Revenue from scaffolding in fiscal year 1998 was $4.7
million, representing approximately 3.4% of UpRight's revenue.

PRODUCT DEVELOPMENT STRATEGY

     UpRight's products compete in a price-conscious, utilitarian-oriented
market on the basis of product quality, cost, reliability and customer service.
The primary design challenge with aerial work platforms is to achieve the
maximum lift (height and workload) capacity and machine stability with minimum
machine dimensions, weight and cost. UpRight employs 17 degreed engineers
participating in product development. The design team utilizes the latest
computer-aided design (CAD) systems to facilitate improved design times, less
redesign work, and improved analytical capabilities for structural endurance. In
addition, new machine models and related modifications are often tested by
conducting accelerated service life cycle tests of prototype machines under
load, during which time critically stressed machine components are monitored
using state-of-the-art strain gauge equipment.

     UpRight's product development process is customer driven, beginning with
market research of customer needs and requirements. UpRight's development
process utilizes concurrent engineering and cross-functional teams, which
combine personnel from marketing, design and test engineering, manufacturing,
purchasing, product support, finance, and quality assurance. In February 1997,
UpRight introduced its first boom lift product, with a line of 45-foot
articulated booms. UpRight chose this model as its first product line in booms
because the 45-foot articulated models were the largest single segment within
the boom lift market, accounting for approximately 22% of estimated worldwide
total boom lift sales, according to management estimates and based on unit
shipment data reported by the Equipment Manufacturers Institute ("EMI"), an
industry trade organization. Following a similar business strategy, UpRight
introduced a line of 60-foot telescopic booms in February 1998. Based on EMI
data and management estimates, UpRight believes that these machines compete in
the second largest segment of the boom lift market.



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     Research and development expenses of UpRight have been $2.9 million, $4.3
million and $6.0 million for fiscal years 1996, 1997 and 1998, respectively.
UpRight's new products and new models introduced since January 1, 1995 accounted
for approximately 68% of UpRight's revenue for fiscal year 1998.

SALES AND MARKETING

     UpRight's products are distributed through a network of domestic and
international dealers and industrial equipment rental companies to end users in
North America and increasingly in Europe, the Pacific Rim and Latin America. The
North American network consists of over 154 companies, several of which have
large nationwide branch networks, operating in all 50 states and Canada.
UpRight's international distribution network consists of 79 dealers in 53
countries. UpRight's distributors sell and/or rent its products and provide
service support.

     UpRight supports the sales, service and rental programs of its distributors
with field sales support, product advertising, cooperative promotional programs,
major trade show participation and distributor personnel training in service,
safety and sales of all products UpRight manufactures and distributes.

     During fiscal years 1996, 1997 and 1998, other than Horizon, UpRight's ten
largest customers together accounted for approximately 43%, 63% and 64% of
UpRight's revenue, respectively. No single customer of UpRight accounted for 10%
or more of the Company's revenue during fiscal year 1996; however, during fiscal
year 1997, two of UpRight's customers accounted for 14.9% and 10.6% of the
Company's revenue and in fiscal year 1998 two of UpRight's customers accounted
for 15.6% and 12.8% of the Company's revenue. UpRight (U.K.) Limited (formerly
Instant Zip-Up Limited) accounted for 19.3% of UpRight's revenue and 15.6% of
the Company's revenue for fiscal year 1998. An affiliate of the Company owns a
minority voting interest in UpRight (U.K.) Limited.

MANUFACTURING

     UpRight maintains a mix of "permanent" and "temporary" personnel which
gives UpRight the flexibility to quickly and efficiently adjust production
levels during periods of changing market demand. This flexible staffing policy
also gives management the opportunity to selectively add quality permanent
employees from the temporary ranks. At present, during an average week, UpRight
operates one 40-hour assembly shift and multiple shifts of a smaller number of
employees performing certain machining, painting and fabrication functions.

      Since January 1, 1995 UpRight has added approximately 150,000 square feet
of manufacturing space at its Selma, California facility. In February 1998,
UpRight purchased a 39-acre site in Madera, California where UpRight plans to
add additional manufacturing facilities, including boom lift product
manufacturing and shipping buildings. Construction of the initial stage of the
Madera facility is scheduled for completion by December 1998. UpRight expects to
transfer its existing boom lift production lines from Selma to Madera in January
1999.

COMPETITION

     In selling its aerial work platform products, UpRight experiences two
principal types of competition: from alternative equipment and from other
manufacturers of aerial work platforms. UpRight competes with more traditional
means of accomplishing the tasks performed by aerial work platforms, including
truck- and trailer-mounted booms and, to a more limited extent, ladders,
scaffolding and other devices. UpRight's management believes that in many
applications its aerial work platforms are safer, more versatile and more
efficient, taking into account labor costs, than those traditional methods and
that its aerial work platforms enjoy competitive advantages when the job
requires frequent movement from one location to another at the same site or when
there is a need to return to the ground frequently for tools and materials.

     UpRight competes in the aerial work platform industry primarily with
several other manufacturers, including JLG Industries, Grove Worldwide, Skyjack
and Genie Industries, which each manufacture scissor lifts, boom lifts and
portable lifts, Omniquip (formerly Snorkel) and Terex, which each manufacture
scissor lifts and boom lifts, and Mayville Engineering Company, which
manufactures scissor lifts and portable lifts. UpRight's scissor lift product
line is as extensive as that of any other manufacturer in the industry, and
management believes UpRight is among the top three scissor lift manufacturers
worldwide. UpRight currently offers four boom lift product lines consisting of
21 models. Several of UpRight's competitors currently offer a more comprehensive
boom lift product line. Certain of UpRight's competitors are part of, or are
affiliated with, companies that are larger and have greater financial resources
than UpRight. Several of UpRight's competitors have significantly increased or
are in the process of significantly 



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increasing their manufacturing capacity. However, UpRight believes that its
product quality, customer service, distribution network and reputation for
leadership in product improvement and development enhance UpRight's competitive
position.

EMPLOYEES

         UpRight had 757 persons employed as of June 28, 1998. None of UpRight's
employees is subject to collective bargaining agreements.

                                     HORIZON

     Horizon is a leading industrial equipment rental, sales and service company
specializing in aerial work platforms, including scissor lifts, boom lifts and
portable lifts, forklifts and telescopic reach lifts and scaffolding, serving a
diverse range of more than 11,000 active customers from 15 domestic locations,
including four satellite facilities. Horizon offers a full service, integrated
approach to serving its customers' needs by providing rentals of equipment,
sales of new and used equipment, sales of spare parts and repair and maintenance
services. For fiscal year 1998, approximately 49% of Horizon's revenue was
generated by equipment rentals, approximately 44% of Horizon's revenue was
generated by sales of new and used equipment, and the remainder was generated by
training services, sales of spare parts and certain related customer services.
Management believes that, among major industrial equipment rental companies,
Horizon has one of the highest ratios of sales to rentals in the industry.
Within the last four fiscal years, Horizon has strategically expanded its
product offerings to include, in addition to UpRight products, certain
additional product lines from other leading manufacturers. Horizon acts as a
distributor for UpRight products in all of Horizon's designated market areas.
Horizon and UpRight operate independently, and all transactions between them are
conducted on an arm's-length basis.

PRODUCTS AND SERVICES

     Equipment rental represents Horizon's principal line of business. In fiscal
year 1998, equipment rental revenue, together with rental-related revenue, such
as repair services, delivery charges and damage waiver income, accounted for
approximately 49% of Horizon's revenue. Horizon also acts as a distributor of
new equipment on behalf of UpRight and certain other nationally known equipment
manufacturers. In fiscal year 1998, approximately 44% of Horizon's revenue was
derived from the sale of new and used equipment, of which approximately 59% was
equipment manufactured by UpRight. Revenue from the sale of parts and
merchandise accounted for approximately 7% of Horizon's revenue in fiscal year
1998.

     Rental Equipment. Horizon rents over 160 different models of aerial work
platforms and other industrial equipment as of June 28, 1998, consisting of
scissor lifts, boom lifts (including one truck-mounted boom lift model),
portable lifts and forklifts and telescopic reach lifts, with a total exceeding
3,000 pieces of equipment (excluding scaffolding). The original equipment cost
of Horizon's rental fleet was approximately $53.4 million as of such date. In
addition, Horizon maintains a comprehensive inventory of aluminum scaffolding
with an original equipment cost of approximately $942,000 as of such date. The
distribution of Horizon's total rental equipment fleet (based on original
equipment cost) as of June 28, 1998 was: (i) scissor lifts (48%); (ii) boom
lifts (30%); (iii) portable lifts (1%); (iv) forklifts (15%); (v) scaffolding
(2%); and (vi) other equipment (4%). The mix of rental equipment at each of
Horizon's 15 domestic locations is tailored to meet the demands of the local
customer base.

     Sales of New Equipment. In addition to equipment rental, Horizon is a
distributor for various equipment manufacturers in certain of its designated
market areas, including UpRight (scissor lifts, boom lifts, portable lifts and
aluminum scaffolding), Terex (boom lifts), Denka Lift (specialized
manually-propelled boom lifts), Mitsubishi (forklifts), Sky-Trak (Reach
Forklifts), Carelift (Reach Forklifts) and Elliott (truck-mounted boom lifts).
Horizon also sells equipment manufactured by Genie Industries (boom lifts).
Horizon believes that, by offering new equipment for sale, it strengthens its
relationships with its existing rental customers who may want to purchase
certain pieces of often-utilized equipment, and it enables Horizon to develop
new rental customer relationships as it sells new equipment to customers who
rent equipment to supplement their owned machines.

     Sales of Used Equipment. Horizon routinely sells used equipment to adjust
the size and composition of its rental fleet to changing market conditions and
as part of its ongoing commitment to maintain a modern, high-quality rental
fleet. Horizon believes it achieves favorable sales prices for its used
equipment as a result of its preventive maintenance program and its practice of
selling used equipment before it becomes irreparable or obsolete. Horizon's
management attempts to optimize the timing of sales of used equipment by taking
into account maintenance costs, rental demand patterns and resale prices.
Horizon sells used equipment to its existing rental customers as well as to
other used equipment buyers.

     Sales of Parts and Merchandise. Horizon also sells a wide range of repair
and replacement parts, supplies and safety equipment, including harnesses, belts
and lanyards, as a complement to its equipment rental and sales businesses.
Management believes that the sales of parts, supplies and safety equipment
enhance the ability of Horizon to attract and retain customers.



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     Service. Horizon also generates revenue from maintenance and service by
providing various options to its customers, including service on a contract or
time-and-materials basis for customers who own their equipment and over the life
of a lease for customers who lease their equipment. Horizon's trained personnel
perform both the maintenance and service work on Horizon's rental fleet and to
customers who own equipment. Horizon's safety department also provides safety
training and operator training courses, including operator certification and
"train-the-trainer" programs.

OPERATIONS

         Horizon's sales and rental functions are managed at each of its
locations. Each year, location managers budget expected new equipment sales and
rental equipment expenditures and parts and service needs for their respective
markets.

     Horizon seeks to manage its rental fleet to optimize the return on its
investment in rental equipment. Senior management regularly interacts with
branch managers to monitor equipment utilization rates and indicated demand at
each location in order to determine and react to trends and imbalances between
supply and demand for equipment. In late 1995, Horizon began implementing a
"hub-and-spoke" network among certain of its branch and satellite locations
whereby, through its information systems, employees at locations within a
certain hub-and-spoke network are able to locate a specific item within that
network's geographic region and determine whether that item is currently rented
to a customer, undergoing maintenance or available for delivery. Once the item
is identified, the employee is able to reserve such equipment for a customer and
schedule delivery to the job site.

     During fiscal year 1998, Horizon acquired the stock of a general rental
company in Katy, Texas and the stock of an aerial access sales, rental and
repair company in Suisun, California for $1.4 million and $4.2 million,
respectively.

     Horizon utilizes an integrated AS400 information system that allows both
the corporate headquarters and the branch and satellite locations to have
instantaneous access to all inventory and rental information. The system also
provides immediate access to customer records and needs and management believes
enables Horizon to move its assets among locations to optimize equipment
utilization and maximize customer service. Management believes that its
information systems are an integral component in its ability to manage its
locations effectively.

CUSTOMERS

     Horizon serves a diverse range of more than 11,000 active customers. No
single customer of Horizon accounted for more than 1% of Horizon's revenue
during fiscal years 1996, 1997 and 1998. Horizon classifies its customers as
either construction or industrial end users. For fiscal years 1996 and 1997,
approximately 53% of Horizon's revenue was derived from construction end users,
with the remaining 47% being derived from industrial end users. In fiscal year
1998, approximately 54% of Horizon's revenue was derived from construction end
users, with the remaining 46% being derived from industrial end users.
Construction customers include users in specialized trades, such as
electricians, painters, HVAC and mechanical contractors. Industrial customers
include users engaged in the maintenance of warehouses, manufacturing plants and
commercial and institutional facilities.

SUPPLIERS

     Each Horizon branch carries a comprehensive line of UpRight equipment in
its rental fleet, including scissor lifts, boom lifts, portable lifts and
aluminum scaffolding, and each location also carries a variety of equipment from
other manufacturers, including boom lifts and forklifts. Other than Genie
Industries boom lifts, which are purchased from distributors, Horizon purchases
all of its equipment directly from the original equipment manufacturer. UpRight
accounted for approximately 49%, 53% and 45% of Horizon's total capital
purchases of equipment for fiscal years 1996, 1997, and 1998, respectively.
Horizon believes it could readily replace any of its suppliers for rental
equipment if it were necessary.

SALES AND MARKETING

     In the sales and rental of aerial work platforms, Horizon's strategy is to
focus on small- to mid-sized end users. Horizon concentrates on providing a wide
selection of equipment choices to a large, diversified customer base while
providing comprehensive customer service and technical support.

     There are currently 52 employees in Horizon's sales force, including
specialists who focus on the construction industry, with a primary focus on
equipment rentals, specialists who focus on the industrial market, with a
primary focus on equipment sales, and special account managers who focus on
specialized industries and end users. Horizon's sales force has been with
Horizon an 



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average of approximately three years. Sales personnel are compensated on a
salary-plus-commission basis and report directly to branch managers or sales
managers.

     Horizon promotes its services through a combination of direct sales
contacts, telemarketing, listings in telephone directories, subscriptions to
industry data base lists and pursuing leads obtained from manufacturers. In
addition, each Horizon field office annually participates in approximately five
informational trade shows in their market area and, combined with the
manufacturers' national shows, Horizon sales representatives annually attend
approximately 60 trade shows on a company-wide basis.

EMPLOYEES

     As of June 28, 1998, Horizon had a total of 244 full-time employees,
including 13 personnel in the Fresno headquarters who provide administrative and
accounting services. Each branch location averages 13 to 20 people, typically
structured as follows: one manager, three to four office persons, two to four
sales persons, five to seven mechanics and two to four truck drivers. The 11
mechanics and drivers at the Ridgefield Park, New Jersey facility are members of
the International Brotherhood of Operating Engineers and are the only union
employees at Horizon.



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ITEM 2. PROPERTIES.

     UpRight maintains its headquarters and manufacturing operations at its
owned facilities at 1775 Park Street, Selma, California 93662, telephone (209)
891-5200. Since January 1, 1995 UpRight has added approximately 150,000 square
feet of manufacturing space at its Selma, California facility to increase the
complex size to approximately 335,000 square feet. To support its product line
expansion strategy, UpRight plans to add additional facilities in Madera,
California. The Company expects to relocate its corporate and administrative
offices to the Madera, California facility in mid-October 1998. To date the
Selma building program has been financed principally with UpRight's 7.0% to
11.0% bond issues with the Community Redevelopment Agency of the City of Selma,
California due through December, 2014. The borrowings are secured by a deed of
trust on the Selma property. The Madera building program will be financed
initially by UpRight's revolving line of credit or with funds from the issuance
in June 1997 of the Company's senior subordinated notes due 2007 ("Notes").
UpRight leases a sales office and training facility in Cincinnati, Ohio with a
five-year term and a storage facility in Selma, California with a six-month term
with optional six-month renewals.


     Horizon's corporate headquarters are located at 1540 East Shaw Avenue,
Suite 123, Fresno, California 93710, telephone (209) 248-8180. Horizon currently
has 11 branch facilities at the following locations: Atlanta, Georgia;
Charlotte, North Carolina; Beltsville, Maryland; Oakland, Suisun, Sacramento and
Brea, California; Elmhurst, Illinois; Houston and Dallas, Texas; and Ridgefield
Park, New Jersey. In addition, Horizon currently has four satellite facilities
at the following locations: Raleigh, North Carolina (Charlotte); Oklahoma City,
Oklahoma (Dallas); Katy, Texas (Houston); and Lakewood, New Jersey (Ridgefield
Park). Horizon's corporate headquarters are leased for a term expiring in August
2000. Generally, Horizon's branch facilities are leased for terms ranging from
three to five years with options to extend or renew. Horizon's satellite
facilities are generally leased for terms of less than one year. Horizon's
management believes it would be able to relocate its branches or satellites to
alternate locations on comparable lease terms.

     The Company's properties used in its operations are considered to be in
good operating condition, well maintained and suitable for their present
purposes.



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ITEM 3. LEGAL PROCEEDINGS.

     Use of products manufactured by UpRight and sold or rented by Horizon
involves exposure to personal injury as well as property damage, particularly if
operated carelessly or without proper maintenance, and liability exposure for
the Company, UpRight and Horizon.

     There are various claims and litigation pending against UpRight and Horizon
for personal injury and property damage arising out of incidents involving the
use of UpRight products and, in the case of Horizon, products of UpRight and
other manufacturers. The Company believes that litigation of this type is common
in the businesses of UpRight and Horizon and for other manufacturers and
distributors in the aerial work platform industry. Although the outcome of such
litigation cannot be predicted with certainty, it is the opinion of management,
based on the advice of legal counsel and other considerations, that all claims,
legal actions, complaints and proceedings which have been filed or are pending
against UpRight and Horizon, as well as possible future claims, are adequately
covered by the Company's comprehensive general liability insurance policies,
subject to certain deductible amounts and maximum coverage limits.

     The Company has accrued what management believes are adequate reserves with
respect to pending and potential claims. Management believes that UpRight's and
Horizon's potential exposure to product liability/general claims may be affected
by the substantial growth in usage of aerial work platforms over the past
several years, which has dramatically increased machine population and the
number of users. There can be no assurance that existing or future claims will
not exceed the level of UpRight's and Horizon's insurance, or that such
insurance will continue to be available on economically reasonable terms, or at
all. In addition, certain types of claims, such as claims for punitive damages
or for damages arising from intentional misconduct, generally are not covered by
insurance. Since the acquisitions of UpRight and Horizon by the Company, neither
subsidiary has been required to pay any claim for punitive damages. Product
liability costs incurred by the Company, including premiums, self-insurance
retention payments, unreimbursed judgments and settlements not covered by
insurance, for fiscal years 1996, 1997 and 1998, approximated 2.6%, 2.2% and
1.7% of revenue, respectively. Various legal actions (in areas other than
product liability) may arise in the ordinary course of business from time to
time against the Company, UpRight or Horizon. Other than with respect to product
liability, there is no litigation currently pending against the Company, UpRight
or Horizon. None of the litigation pending against UpRight or Horizon,
individually or collectively, is expected to have a material adverse effect on
the Company's financial condition, results of operations or liquidity.



Page 8
<PAGE>   11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None




Page 9
<PAGE>   12
                                     PART II

     ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         There is no public market for the common stock or equity securities of
the Company. See "Item 12" and "Item 7 - Liquidity and Capital Resources".



Page 10
<PAGE>   13
ITEM 6. SELECTED FINANCIAL DATA.

     The following Selected Financial Data has been taken or derived from the
audited consolidated financial statements of the Company and should be read in
conjunction with and is qualified in its entirety by the full consolidated
financial statements, related notes and other information included elsewhere
herein.



<TABLE>
<CAPTION>
                                                                             FISCAL YEAR ENDED
                                             JULY 3,          JULY 2,         JUNE 30,        JUNE 29,        JUNE 28,
                                             1994(1)           1995             1996            1997            1998
                                            --------         --------         --------        --------        --------
                                                                           (DOLLARS IN THOUSANDS)
<S>                                         <C>              <C>              <C>             <C>             <C>
OPERATING STATEMENT DATA:
Revenue(2).............................     $ 70,387         $ 85,157         $117,903        $139,904        $170,797
Cost of revenue .......................       47,365           58,217           78,638          94,315         117,844
                                            --------         --------         --------        --------        --------
Gross profit ..........................       23,022           26,940           39,265          45,589          52,953
Research and development expenses .....        1,732            1,817            2,865           4,281           5,952
Product liability costs ...............        1,827            2,094            3,015           3,115           2,807
Selling, general, and administrative
  expenses ............................       15,051           13,982           15,124          18,117          23,902
                                            --------         --------         --------        --------        --------
Income from operations ................        4,412            9,047           18,261          20,076          20,292
Interest expense, net .................        3,214            2,566            2,907           3,983           9,421
Other Expense/Income, net (3) .........        4,252              186              539              --               6
                                            --------         --------         --------        --------        --------
Income (loss) before provision for
  income taxes ........................       (3,054)           6,295           14,815          16,093          10,865
Provision (benefit) for income taxes...       (1,221)           2,608            6,047           6,131           3,206
Cumulative effect on prior years of
  accounting change ...................        6,663               --               --              --              --
                                            --------         --------         --------        --------        --------
Net income ............................     $  4,830         $  3,687         $  8,768        $  9,962        $  7,659
                                            ========         ========         ========        ========        ========

BALANCE SHEET DATA:
Cash and cash equivalents .............        1,297            4,314           11,164          77,345          63,669
Working Capital (deficit) .............       (1,633)          (4,271)           7,877          98,835          88,490
Total assets ..........................       56,027           55,082           75,985         167,825         196,659
Total debt ............................       26,415           30,456           36,999         113,884         124,127
Stockholder's equity ..................        4,611            8,298           17,069          27,031          34,690

OTHER DATA:
EBITDA (4) ............................     $  8,240         $ 12,626         $ 22,695        $ 25,880        $ 28,345
</TABLE>




Page 11
<PAGE>   14

(1)      Results include operations and capital expenditures of Bacon-Universal
         Company, Inc. ("Bacon"), a wholly-owned subsidiary of the Company sold
         in fiscal year 1994. Results of operations and capital expenditures of
         the Company excluding the operating results and capital expenditures of
         Bacon are as follows:

<TABLE>
<CAPTION>
                                                                   FISCAL YEAR ENDED
                                                                         JULY 3,
                                                                          1994
                                                                 ----------------------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                                              <C>
Revenue ..............................................                  $57,429
Gross profit .........................................                   19,293
Income from operations ...............................                    4,518
EBITDA ...............................................                    7,478
Capital expenditures .................................                    7,031
Gross margin .........................................                     33.6%
EBITDA margin ........................................                     13.0
</TABLE>


(2)      The following details UpRight's and Horizon's revenue, and the
         elimination of inter-company sales for fiscal years 1994, 1995, 1996,
         1997 and 1998:



<TABLE>
<CAPTION>
                                                       FISCAL YEAR ENDED
                                                       -----------------
                            JULY 3,           JULY 2,           JUNE 30,         JUNE 29,          JUNE 28,
                             1994              1995               1996             1997              1998
                           ---------         ---------         ---------         ---------         ---------
                                                     (DOLLARS IN THOUSANDS)
<S>                        <C>               <C>               <C>               <C>               <C>      
UpRight ...........        $  40,694         $  65,593         $  93,273         $ 110,471         $ 137,975
Horizon ...........           25,282            32,236            38,112            44,315            54,725
Inter-company sales           (8,547)          (12,672)          (13,482)          (14,882)          (21,903)
                           ---------         ---------         ---------         ---------         ---------
                           $  57,429         $  85,157         $ 117,903         $ 139,904         $ 170,797
                           =========         =========         =========         =========         =========
</TABLE>


     Fiscal year 1994 excludes $13.0 million in revenue from Bacon. See footnote
(1) above.

(3)  For fiscal year 1994, includes $4.0 million loss on sale of Bacon.

(4)  EBITDA represents income before extraordinary item, net interest expense,
     financing costs, income taxes, depreciation and amortization and other
     expenses and income. The Company has included information concerning EBITDA
     in its annual report because it is used by certain investors as a measure
     of a company's ability to service its debt obligations. EBITDA should not
     be used as an alternative to, or be considered more meaningful than,
     operating income, net income or cash flow as an indicator of the Company's
     operating performance.



Page 12
<PAGE>   15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

FORWARD-LOOKING STATEMENTS:

    Certain statements in this Annual Report on Form 10-K include
forward-looking information within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are subject to the "safe harbor" created by those sections.
These forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statement. Such risks and uncertainties include, but are not
limited to, the following factors: substantial leverage of the Company;
industrial cyclicality; dependence on the construction industry; consolidation
of the customer base; dependence upon major customers; risks relating to growth;
significance of new product development; the need for continual capital
expenditures; competition; product liability; insurance; availability of product
components; reliance on suppliers; foreign sales; government and environmental
regulation; labor matters; holding company structure; restrictions under debt
agreements; fraudulent conveyance; and control by the sole stockholder.

GENERAL

      This discussion should be read in conjunction with the Company's
consolidated financial statements and the notes thereto appearing in Item 8 of
this Annual Report on Form 10-K.

     The Company's strategy is to create shareholder value by providing capital,
strategic and financial direction and management to its wholly owned operating
subsidiaries, UpRight and Horizon. Prior to fiscal year 1994, Horizon was a
division of UpRight, operating as a captive equipment dealer and industrial
equipment rental company in certain markets. In fiscal year 1994, the Company
decided each business would be managed and operated separately. All
inter-company transactions between UpRight and Horizon are currently, and are
intended to continue to be, conducted on an arm's-length basis. UpRight sells
equipment to Horizon for the same price it would otherwise charge a comparable
distributor. Horizon purchases equipment from UpRight, as well as from other
major manufacturers, including certain models and product lines that may be
produced by UpRight. The Company intends to maintain the distributor/supplier
relationship between the two subsidiaries. Sales to Horizon accounted for
approximately 14%, 13%, and 16% of UpRight's revenue for fiscal years 1996, 1997
and 1998, respectively. Purchases from UpRight accounted for 49%, 53% and 45% of
Horizon's total capital purchases of equipment for fiscal years 1996, 1997 and
1998, respectively. UpRight and Horizon maintain stand-alone financial
statements. Sales from UpRight to Horizon are reflected in UpRight's stand-alone
financial statements at the actual arm's-length price charged. Purchases by
Horizon from UpRight are reflected in Horizon's stand-alone financial statements
at dealer cost. "Dealer cost" means the price paid by Horizon to purchase
equipment from equipment manufacturers, including from UpRight on arm's-length
terms. All significant inter-company balances and transactions are eliminated in
consolidation.

     Revenue growth in the aerial work platform and industrial equipment rental
industries has been historically related to the cyclical levels of construction
and industrial activity in North America. UpRight has adopted just-in-time
inventory procedures and build-to-order production scheduling and has instituted
flexible labor and staffing practices to manage volume cycles, all of which
management believes will enable UpRight to respond in a timely manner to
possible downturns in the North American construction market. The foregoing
strategies also allow UpRight to respond quickly to periods of strong growth in
demand, which have characterized the industry. Horizon responds to downturns in
the United States construction market by delaying expansion capital expenditures
and adjusting the timing of replacement capital expenditures. The Company
expects the aerial work platform industry will continue to be dependent upon
North American construction and industrial activity, although international
sales are comprising a greater proportion of total industry revenues. The
Company believes UpRight has among the highest percentages of revenue from
international sales of any aerial work platform manufacturer. All sales outside
of the United States are denominated and paid in U.S. dollars.



Page 13
<PAGE>   16

      The following table sets forth for the periods indicated certain
historical revenue and percentages from customer geographical segments:

<TABLE>
<CAPTION>
                                                                    FISCAL YEAR ENDED
                                                                    -----------------
                                           JUNE 30,                      JUNE 29,                     JUNE 28,
                                            1996                           1997                         1998
                                           -------                       -------                        ------
                                                                  (DOLLARS IN MILLIONS)
<S>                                 <C>             <C>           <C>             <C>           <C>             <C>
United States, Canada, Latin
  America ..................        $ 92.8           78.7%        $ 96.8           69.2%        $115.2           67.4%
Europe .....................          19.6           16.6%          35.3           25.2%          48.3           28.3%
Pacific Rim ................           5.5            4.7%           7.8            5.6%           7.3            4.3%
                                    ------         ------         ------         ------         ------         ------
                                    $117.9          100.0%        $139.9          100.0%        $170.8          100.0%
                                    ======         ======         ======         ======         ======         ======
</TABLE>

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated certain
historical income statement data derived from the Company's consolidated
statements of operations expressed in dollars and as a percentage of net
revenue.


<TABLE>
<CAPTION>
                                                            FISCAL YEAR ENDED
                                                            -----------------
                                      JUNE 30,                      JUNE 29,                      JUNE 28,
                                        1996                          1997                          1998
                                      --------                      --------                      --------
                                                          (DOLLARS IN THOUSANDS)
<S>                            <C>             <C>           <C>             <C>           <C>             <C>   
Revenue ...............        $117,903        100.0%        $139,904        100.0%        $170,797        100.0%
Cost of revenue .......          78,638         66.7%          94,315         67.4%         117,844         69.0%
                               --------        -----         --------        -----         --------        -----
Gross profit ..........          39,265         33.3%          45,589         32.6%          52,953         31.0%
Operating expenses ....          21,004         17.8%          25,513         18.2%          32,661         19.1%
                               --------        -----         --------        -----         --------        -----
Income from operations           18,261         15.5%          20,076         14.4%          20,292         11.9%
Interest expense, net .           2,907          2.5%           3,983          2.8%           9,421          5.5%
Other (income)
  expense .............             539          0.5%              --           --                6           --
Provision (benefit) for
  income taxes ........           6,047          5.1%           6,131          4.4%           3,206          2.4%
                               --------        -----         --------        -----         --------        -----
Net income ............        $  8,768          7.4%        $  9,962          7.1%        $  7,659          4.5%
                               ========        =====         ========        =====         ========        =====
EBITDA ................        $ 22,695         19.2%        $ 25,880         18.5%        $ 28,345         16.6%
Depreciation &
  amortization...........         4,434                         5,804                         8,053
</TABLE>

SEGMENT OPERATIONS

       The Company believes its results of operations for its UpRight and
Horizon subsidiaries are most meaningful when analyzed from the perspective of
two arm's-length companies. The following table sets forth for the periods
indicated certain historical consolidating income statement data derived from
the Company's consolidated statements of operations expressed in dollars and as
a percentage of revenue.

       When equipment purchased from UpRight by Horizon is included in Horizon's
rental fleet, or held as sales inventory at the end of a reporting period, the
gross profit earned by UpRight on the sale of this equipment is eliminated from
the Company's consolidated Gross Profit. As Horizon's purchases of equipment for
rental fleet purposes vary by reporting period, and the level of UpRight
equipment held in sales inventory by Horizon fluctuates by reporting period, the
resulting elimination of Gross Profit on consolidation can cause consolidated
Income from Operations to fluctuate between reporting periods.



Page 14
<PAGE>   17

                      CONSOLIDATING STATEMENT OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
                          12 MONTHS ENDED JUNE 28, 1998

<TABLE>
<CAPTION>
                                           COMPANY       HORIZON    UPRIGHT   ELIMINATION  CONSOLIDATED
                                           ------------------------------------------------------------
<S>                                        <C>           <C>        <C>       <C>          <C>
Revenues
     Equipment Sales
          New                                            $21,926    $137,975   $(21,903)    $137,998
          Used                                             4,207                               4,207
     Rental and Services                                  28,592                              28,592
                                           -------        ------     -------    -------      -------
          Total Revenues                        --        54,725     137,975    (21,903)     170,797
Gross Profit
     Equipment Sales
          New                                              4,900      39,022     (3,545)      40,377
          Used                                             1,807                               1,807
     Rental and  Services                                 10,769                              10,769
                                           -------        ------     -------    -------      -------
           Total Gross Profit                   --        17,476      39,022     (3,545)      52,953
           %  of  Sales                                    31.9%       28.3%                   31.0%
Operating expenses
     Selling, general and administrative     $2,321       11,026      10,555                  23,902
     Product Liability                                                 2,807                   2,807
     Research and development                                          5,952                   5,952
                                           -------        ------     -------    -------      -------
           Total Operating Expenses           2,321       11,026      19,314         --       32,661
Income from Operations                      $(2,321)      $6,450     $19,708    $(3,545)     $20,292
           % of Sales                                      11.8%       14.3%                   11.9%
</TABLE>



Page 15
<PAGE>   18
                      CONSOLIDATING STATEMENT OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
                          12 MONTHS ENDED JUNE 29, 1997

<TABLE>
<CAPTION>
                                            COMPANY      HORIZON    UPRIGHT   ELIMINATION  CONSOLIDATED
                                            -----------------------------------------------------------
<S>                                         <C>          <C>        <C>       <C>          <C>
Revenues
     Equipment Sales
          New                                            $18,279    $110,470   $(14,882)    $113,867
          Used                                             2,589                               2,589
     Rental and Services                                  23,448                              23,448
                                            -------       ------     -------      -----      -------
          Total Revenues                         --       44,316     110,470    (14,882)     139,904
Gross Profit
     Equipment Sales
          New                                              4,141      31,419       (405)      35,155
          Used                                             1,332                               1,332
     Rental and  Services                                  9,102                               9,102
                                            -------       ------     -------      -----      -------
           Total Gross Profit                    --       14,575      31,419       (405)      45,589
           %  of Sales                                     32.9%       28.4%                   32.6%
Operating expenses
     Selling, general and administrative     $1,070        8,866       8,181                  18,117
     Product Liability                                                 3,115                   3,115
     Research and development                                          4,281                   4,281
                                            -------       ------     -------      -----      -------
           Total Operating Expenses           1,070        8,866      15,577         --       25,513
Income from Operations                      $(1,070)      $5,709     $15,842      $(405)     $20,076
           % of Sales                                      12.9%       14.3%                   14.8%
</TABLE>


FISCAL YEAR ENDED JUNE 28, 1998 COMPARED TO FISCAL YEAR ENDED JUNE 29, 1997

     Revenue increased by 22.1% to $170.8 million in fiscal year 1998 from
$139.9 million in fiscal year 1997. The increase of $30.9 million was
attributable to increased revenue from sales of new equipment of $24.1 million
(including sales of UpRight equipment by Horizon) and increased rental and
service revenue for Horizon of $5.1 million. UpRight's sales of larger scissor
lifts and boom lifts were the primary reasons for the increase in new equipment
sales. The increase in Horizon's rental and service revenue was primarily
attributable to rental fleet additions and the inclusion of results from
businesses acquired subsequent to the third quarter in fiscal year 1997.

     Gross profit for fiscal year 1998 was $53.0 million, an increase of $7.4
million over gross profit of $45.6 million for fiscal year 1997. The increase in
gross profit is attributable to higher revenue; however, gross margins decreased
to 31.0% for fiscal year 1998 compared to 32.6% for the previous fiscal year,
due to new product introductions and higher elimination of gross profit
attributable to UpRight's products held in Horizon's rental fleet and sales
inventory as of June 28, 1998 compared to June 29, 1997.

     Operating expenses, consisting of selling, general and administrative
expenses, product liability and research and development expenses were $32.7
million for fiscal year 1998 compared to $25.5 million for the same period last
year. SG & A expenses increased by $5.8 million to $23.9 million in fiscal year
1998 compared to fiscal year 1997, due to an increase in domestic and
international selling and marketing expense associated with higher unit volumes,
as well as expenses incurred in connection with the introduction of new products
and establishing a sales office in South America and in Asia. Product liability
expense was $2.8 million for fiscal year 1998 compared to $3.1 million in fiscal
year 1997. Research and development expense for fiscal year 1998 was $6.0
million compared to $4.3 million for fiscal year 1997. The increase in Research
and development expenses reflected the Company's increased emphasis on
developing new and re-designed aerial work platform products.



Page 16
<PAGE>   19

     Interest expense, net of interest income, increased to $9.4 million for
fiscal year 1998 from $4.0 million for fiscal year 1997 due to the Company's
issuance of its Notes in June 1997.

     Income taxes in fiscal year 1998 were $3.2 million compared to $6.1 million
in fiscal year 1997. The decrease in provision for income taxes is primarily due
to business tax credits realized in fiscal year 1998.

     Net income for fiscal year 1998 was $7.7 million, representing a decrease
of $2.3 million from net income of $10.0 million for the previous fiscal year,
as a result of the factors described above.

FISCAL YEAR ENDED JUNE 29, 1997 COMPARED TO FISCAL YEAR ENDED JUNE 30, 1996

     Revenue increased by 18.7% to $139.9 million in fiscal year 1997 from
$117.9 million in fiscal year 1996. The increase of $22.0 million was
attributable to increased revenue from sales of new equipment of $19.3 million
(including sales of UpRight equipment by Horizon) and increased rental and
service revenue for Horizon of $2.6 million. The increase in revenue from new
equipment sales was primarily attributable to an increase in export sales by
UpRight to dealers in European and Pacific Rim countries of 71.7% to $43.1
million for fiscal year 1997 from $25.1 million for fiscal year 1996. The
increased sales to Europe primarily reflected improved economic conditions in
the United Kingdom, while the increased sales to Pacific Rim countries primarily
reflected growing economic activity in Asia generally. Sales of new equipment to
the United States, Canada and Latin America increased 1.8% to $70.8 million for
fiscal year 1997 from $69.5 million for fiscal year 1996. This small increase in
North American sales of new equipment was primarily due to a significant
decrease in sales to a single customer at UpRight, which was offset by increased
sales to other UpRight customers. For fiscal year 1997, approximately 62% of the
Company's revenue was attributable to new products and new models introduced
since January 1, 1994.

     Gross profit increased by $6.3 million, or 16.1%, to $45.6 million for
fiscal year 1997 from $39.3 million for fiscal year 1996, while gross margin
decreased to 32.6% for fiscal year 1997 from 33.3% for fiscal year 1996. The
increase in gross profit is attributable to higher revenue; however, margins
contracted due to: (i) costs associated with the introduction of UpRight's boom
lift product line; (ii) the buildup of Horizon's rental fleet and related costs;
and (iii) lower dollar utilization on Horizon's rental fleet as competitive
factors and inclement weather negatively impacted rental rates and equipment
utilization.

       Operating expenses, consisting of selling, general and administrative
expenses, product liability and research and development expenses, increased to
$25.5 million for fiscal year 1997 from $21.0 million for fiscal year 1996. As a
percentage of revenue, operating expenses increased to 18.2% for fiscal year
1997 from 17.8% for fiscal year 1996. Research and development expenses
increased by $1.4 million to $4.2 million in fiscal year 1997 due primarily to
the expansion of UpRight's boom lift development program. In addition, the
Company commenced payment of corporate services fees totaling $0.9 million for
fiscal year 1997 pursuant to the terms of the Corporate Services Agreements.
Other selling, general and administrative expenses increased by $2.1 million but
were generally flat as a percentage of revenue.

     Interest expense, net of interest income, increased to $4.0 million for
fiscal year 1997 from $2.9 million for fiscal year 1996 as the result of
increase in outstanding debt.

       As a result of the above, net income increased by 13.6% to $9.9 million
for fiscal year 1997 from $8.8 million for fiscal year 1996.

LIQUIDITY AND CAPITAL RESOURCES

       The Company's cash flow requirements are for working capital, capital
expenditures and debt service.

       Prior to June 1997 the Company met its liquidity needs through internally
generated funds and committed finance facilities available to its subsidiaries,
UpRight and Horizon.



Page 17
<PAGE>   20

     In June 1997 the Company issued $105 million in principal amount of the
Notes. The net proceeds of the Notes, after (1) deducting fees and expenses of
the issue; (2) repayment of various term loans of Horizon; (3) repayment of
indebtedness and accrued interest of the Company from its parent company,
UpRight International Limited; and (4) repayment of various capital lease
obligations of UpRight, increased the Company's cash balances as of June 29,
1997 to $77.3 million. The Company's cash balances as of June 28, 1998 were
$63.7 million. This cash is to be used in part to finance the capital expansion
program at UpRight and Horizon and, in addition, will be used for general
corporate purposes, including acquisitions in complementary, ancillary or
related businesses. UpRight and Horizon have revolving lines of credit from
major financial institutions of $20.0 million and $5.0 million, respectively. As
of June 28, 1998, UpRight and Horizon had utilized $2.5 million and $1.4 million
of their respective revolving lines of credit. In April 1998, UpRight entered
into an equipment financing agreement with a financial institution which allows
it to borrow funds up to $20 million for the purchase of equipment. As of June
28, 1998, drawn funds under this equipment financing agreement totaled $2.8
million. Through the issuance of City of Selma industrial revenue bonds in 1994,
UpRight had available to it approximately $8.0 million to finance the purchase
of buildings and equipment and to develop and improve certain of the Company's
real property infrastructure, $6.4 million of which was outstanding at June 28,
1998.

     The Company's working capital was $88.4 million and $98.8 million at June
28, 1998 and June 29, 1997, respectively. The decrease in working capital is
mainly due to the reduction of cash balances of $13.7 million in fiscal year
1998. The cash was used to finance Horizon's capital expenditure program
including acquisitions made during fiscal year 1998. Inventories and accounts
receivable increased by $15.6 million during fiscal year 1998 due to the
increased revenues from new products and acquisitions made by Horizon.

      The Company's outstanding debt was $124.1 million and $113.9 million at
June 28, 1998 and June 29, 1997, respectively. The increase in borrowings was
due to UpRight financing capital expenditures at its Selma and Madera facilities
of $9.9 million during fiscal year 1998. Cash and cash equivalents were $63.7
million and $77.3 million as of June 28, 1998 and June 29, 1997, respectively.

     Net cash provided by operating activities was $5.0 million in fiscal year
1998 and $5.5 million for fiscal year 1997. The decrease in net cash provided by
operating activities of $0.5 million is primarily related to interest payments
on the Company's Notes and a higher level of inventory to support the
introduction of new products during fiscal year 1998 offset by increases in
accounts payable and other liabilities in fiscal years 1998 and 1997.

     Cash used in fiscal year 1998 for the purchase of property, plant and
equipment totaled $27.4 million, including $9.4 million used in the three months
ended June 28, 1998. This capital expenditure was incurred to upgrade and expand
Horizon's rental fleet and UpRight's manufacturing facilities at Selma and
Madera, California.

     Net cash provided by financing activities was $10.2 million and $72.8
million in fiscal year 1998 and fiscal year 1997, respectively. The decrease in
net cash provided by financing activities resulted primarily from the issuance
of the Company's Notes in June 1997. The Company paid no dividends in fiscal
years 1998 and 1997.

    In addition to its cash on hand, the Company believes that internally
generated funds and amounts available to UpRight and Horizon under revolving
credit facilities are and will continue to be sufficient to satisfy its
operating cash requirements and planned capital expenditures. The Company may,
however, require additional capital through borrowings if the Company undertakes
acquisitions.

SEASONALITY

     The Company's revenue and operating results historically have fluctuated
from quarter to quarter, and the Company expects that they will continue to do
so in the future. These fluctuations have been caused by a number of factors,
including seasonal purchasing patterns of UpRight's customers and seasonal
rental patterns of Horizon's customers (principally due to the effect of weather
on construction activity). The operating results of any historical period are
not necessarily indicative of results for any future period.

   
YEAR 2000

         The Year 2000 ("Y2K") issue is the result of computer programs being
written using two digits (i.e. "98") rather than four (i.e. "1998") to define
the applicable year. These programs treat years as occurring between 1900 and
the end of 1999 and do not self-convert to reflect the upcoming change in the
century. In addition, February, 2000 is a leap year at the end of a century, an
event that occurs only once every 400 years. If not corrected, computer
applications could fail or create erroneous results in date sensitive
applications.
    



Page 18
<PAGE>   21
   

         Each of the Company, UpRight and Horizon has undertaken a program to
understand the nature and extent of the work required to make its respective
systems Y2K compliant. These programs encompass information systems, facilities
systems, vehicles, UpRight and Horizon's products and the readiness of UpRight
and Horizon's suppliers and customers. These programs include the following
phases: identification and assessment, compliance plan development, remediation
and testing, and contingency planning.

         The objective of each of the Company, UpRight and Horizon is to become
Y2K compliant no later than June 28, 1999. Each of the Company, UpRight and
Horizon has already updated its information systems to be Y2K compliant. The
Company (including UpRight and Horizon) does not believe there to be any Y2K
issue with the products it sells, rents or services. Each of the Company,
UpRight and Horizon will be requesting written assurances from its respective
suppliers to confirm this.

         The total cost of the Y2K project to date has not been material. Based
on its program to date, the Company does not expect that future costs of
modifications will have a material adverse effect on the Company's financial
position or results of operations. Because the Company expects that its internal
systems will become Y2K compliant in a timely manner, the Company believes that
the most reasonably likely worst case Y2K scenario would result from suppliers
or other third parties failing to achieve Y2K compliance. Depending upon the
number of third parties, their identity and the nature of the non-compliance,
the Y2K issue could have a material adverse effect on the Company's financial
position or results of operations. The Y2K project is expected to significantly
reduce the Company's level of uncertainty about the compliance and readiness of
third parties. The Company will have a contingency plan in place should any
problems occur in critical areas.

EURO CONVERSION

         On January 1, 1999 certain countries of the European Union are
scheduled to establish fixed conversion rates between their existing currencies
and one common currency, the euro. The euro will then trade on currency
exchanges and may be used in business transactions. Beginning in January 2002,
new euro-denominated currencies will be issued and the existing currencies will
be withdrawn from circulation. The Company is currently evaluating the systems
and business issues raised by the euro conversion. These issues include the need
to adapt computer and business systems and equipment and the competitive impact
of cross-border transparency. The Company completed its preliminary estimate of
the potential impact likely to be caused by the euro conversion. Based on the
preliminary estimate, the Company has no reason to believe the euro conversion
will have a material impact on the Company's financial condition or results of
operation.
    


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        Not applicable



Page 19
<PAGE>   22
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               NUMBER
<S>                                                                            <C>
Independent Auditors' Report..............................................      21
Consolidated Balance Sheets -- June 29, 1997 and June 28, 1998............      22
Consolidated Statements of Operations -- Years Ended June 30, 1996,
June 29, 1997 and June 28, 1998...........................................      23
Consolidated Statements of Stockholder's Equity -- Years Ended
  June 30, 1996, June 29, 1997 and June 28, 1998..........................      24
Consolidated Statements of Cash Flows -- Years Ended June 30, 1996,
  June 29, 1997 and June 28, 1998.........................................      25
Notes to Consolidated Financial Statements................................      26
Consolidated Financial Statements Schedule:
    Schedule II-Valuation and Qualifying Accounts.........................      39
</TABLE>



Schedules other than those listed above are omitted because they are not
required or are not applicable, or the required information is shown in the
respective consolidated financial statements or notes thereto.



Page 20
<PAGE>   23
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of
W.R. Carpenter North America, Inc.
Selma, California


We have audited the consolidated balance sheets of W.R. Carpenter North America,
Inc. and subsidiaries as of June 28, 1998 and June 29, 1997 and the related
consolidated statements of operations, stockholder's equity and cash flows for
each of the three years in the period ended June 28, 1998 and the related
financial statement schedule listed in the accompanying index at item 14. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of W.R. Carpenter North
America, Inc. and subsidiaries as of June 28, 1998 and June 29, 1997 and the
results of their operations and their cash flows for each of the three years in
the period ended June 28, 1998 in conformity with generally accepted accounting
principles.


PANNELL KERR FORSTER
Certified Public Accountants
A Professional Corporation

Los Angeles, California
September 17, 1998


Page 21
<PAGE>   24

               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         (IN THOUSANDS EXCEPT PAR VALUE)

<TABLE>
<CAPTION>
                                                                                     JUNE 29,        JUNE 28,
                                                                                       1997            1998
                                                                                     --------        --------
<S>                                                                                  <C>             <C>     
                                                     ASSETS
Current assets 
  Cash and cash equivalents..................................................        $ 77,345        $ 63,669
  Accounts receivable (net of allowance for doubtful accounts
      of $364 and $410, respectively) .......................................          23,591          28,625
  Inventories ...............................................................          16,833          27,407
  Prepaid expenses and other ................................................           1,773           2,995
  Deferred income taxes .....................................................           1,091           1,791
                                                                                     --------        --------
     Total current assets ...................................................         120,633         124,487
                                                                                     --------        --------
Property, plant and equipment, net ..........................................          42,143          62,765
  Other assets ..............................................................           5,049           9,407
                                                                                     --------        --------
          Total assets ......................................................        $167,825        $196,659
                                                                                     ========        ========
                                        LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
  Accounts payable ..........................................................        $ 11,585        $ 18,028
  Accrued wages and employee benefits .......................................           2,224           3,911
  Accrued interest ..........................................................             953             674
  Other accrued expenses ....................................................           6,196           7,193
  Current portion of long-term debt .........................................             840           6,191
                                                                                     --------        --------
     Total current liabilities ..............................................          21,798          35,997
Senior Subordinated Notes Payable ...........................................         104,523         104,571
Long-term debt, net of current portion ......................................           8,521          13,365
Other long-term liabilities .................................................           3,817           5,108
Deferred income taxes .......................................................           2,135           2,928
                                                                                     --------        --------
     Total liabilities ......................................................         140,794         161,969
                                                                                     --------        --------
Commitments and contingencies
Stockholder's equity
Common stock, Class A - $1 par value; 70 shares authorized, 55 issued and
  outstanding ...............................................................              55              55
Common stock, Class B - $1 par value; 35 shares authorized, 5 shares
   issued and outstanding ...................................................               5               5
Preferred stock - $1 par value; 25 shares authorized, issued and outstanding               25              25
  Additional paid-in capital ................................................           8,767           8,767
  Cumulative currency translation adjustment (CTA) ..........................           2,084           2,084
  Retained earnings (On July 3, 1994 a deficit of  $31,395 was eliminated
      due to a subsidiary's quasi-reorganization) ...........................          16,095          23,754
                                                                                     --------        --------
                                                                                       27,031          34,690
                                                                                     --------        --------
          Total liabilities and stockholder's equity ........................        $167,825        $196,659
                                                                                     ========        ========
</TABLE>



              See notes to the consolidated financial statements.



Page 22
<PAGE>   25

               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)


<TABLE>
<CAPTION>
                                                                YEARS ENDED
                                                ---------------------------------------------
                                                JUNE 30,           JUNE 29,          JUNE 28,
                                                  1996              1997              1998
                                                ---------         ---------         ---------
<S>                                             <C>               <C>               <C>
Revenues
  Equipment sales
     New ...............................        $  94,592         $ 113,867         $ 137,998
     Used ..............................            2,450             2,589             4,207
  Rental and services ..................           20,861            23,448            28,592
                                                ---------         ---------         ---------
          Total revenues ...............          117,903           139,904           170,797
                                                ---------         ---------         ---------
Cost of Revenues
  Equipment sales
     New ...............................           62,750            78,712            97,621
     Used ..............................            1,170             1,257             2,400
  Rental and services ..................           14,718            14,346            17,823
                                                ---------         ---------         ---------
     Total cost of revenues ............           78,638            94,315           117,844
                                                ---------         ---------         ---------
Gross profit
  Equipment sales
     New ...............................           31,842            35,155            40,377
     Used ..............................            1,280             1,332             1,807
  Rental and services ..................            6,143             9,102            10,769
                                                ---------         ---------         ---------
     Total gross profit ................           39,265            45,589            52,953
                                                ---------         ---------         ---------
Operating expenses
  Selling, general and administrative ..           15,124            18,117            23,902
  Product liability ....................            3,015             3,115             2,807
  Research and development .............            2,865             4,281             5,952
                                                ---------         ---------         ---------
     Total operating expenses ..........           21,004            25,513            32,661
                                                ---------         ---------         ---------
Income from operations .................           18,261            20,076            20,292
Other income (expense)
  Interest expense, net ................           (2,907)           (3,983)           (9,421)
  Other expense ........................             (539)               --                (6)
                                                ---------         ---------         ---------
Income before income taxes .............           14,815            16,093            10,865
Provision for income taxes .............            6,047             6,131             3,206
                                                ---------         ---------         ---------
Net income .............................        $   8,768         $   9,962         $   7,659
                                                =========         =========         =========
Earnings per common share ..............        $     146         $     166         $     128
                                                =========         =========         =========
Weighted average number of common shares           60,000            60,000            60,000
                                                =========         =========         =========
</TABLE>



              See notes to the consolidated financial statements.



Page 23
<PAGE>   26
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
           YEARS ENDED JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                   RETAINED
                              COMMON STOCK         PREFERRED STOCK     ADDITIONAL                  EARNINGS           TOTAL  
                            -----------------    -----------------      PAID-IN                  (ACCUMULATED     STOCKHOLDER'S
                            SHARES    AMOUNTS    SHARES    AMOUNTS      CAPITAL        CTA          DEFICIT)         EQUITY
                            ------    -------    ------    -------     ----------      ---       -----------      -------------
<S>                         <C>       <C>        <C>       <C>         <C>            <C>        <C>              <C>    
Balance, July 2, 1995         60        $60        25        $25        $8,767        $2,081        $ (2,635)        $ 8,298
  CTA ................        --         --        --         --            --             3              --               3
  Net Income .........        --         --        --         --            --            --           8,768           8,768
                              --        ---        --        ---        ------        ------        --------         -------

Balance, June 30, 1996        60         60        25         25         8,767         2,084           6,133          17,069
  Net income .........        --         --        --         --            --            --           9,962           9,962
                              --        ---       ---        ---        ------        ------        --------         -------
Balance, June 29, 1997        60         60        25         25         8,767         2,084          16,095          27,031
  Net Income .........        --         --        --         --            --            --           7,659           7,659
                              --        ---       ---        ---        ------        ------        --------         -------
Balance, June 28, 1998        60        $60        25        $25        $8,767        $2,084        $ 23,754         $34,690
                              ==        ===        ==        ===        ======        ======        ========         =======
</TABLE>



              See notes to the consolidated financial statements.



Page 24
<PAGE>   27
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                 YEARS ENDED
                                                                   -------------------------------------------
                                                                   JUNE 30,         JUNE 29,          JUNE 28,
                                                                     1996             1997              1998
                                                                   --------         ---------         --------
<S>                                                                <C>              <C>               <C>     
Cash flows from operating activities
  Net income ..............................................        $  8,768         $   9,962         $  7,659
                                                                   --------         ---------         --------
Adjustments to reconcile net income to net cash provided by
   operating activities
Depreciation and amortization .............................           4,434             5,804            8,053
Gain on disposition of property, plant and
       equipment ..........................................          (1,426)           (1,380)          (1,997)
Changes in operating assets and liabilities
       Accounts receivable ................................          (3,167)           (7,771)          (5,034)
       Inventories ........................................          (5,331)           (1,001)         (10,574)
       Prepaid expenses and other assets ..................              13               (20)          (1,222)
       Deferred income taxes, net .........................           4,646               943               93
       Accounts payable ...................................             733              (339)           6,443
       Accrued expenses ...................................           2,605             1,880            2,405
       Other, net .........................................           1,119            (2,626)            (808)
                                                                   --------         ---------         --------
          Total adjustments ...............................           3,626            (4,510)          (2,641)
                                                                   --------         ---------         --------
          Net cash provided by operating
            activities ....................................          12,394             5,452            5,018
                                                                   --------         ---------         --------
Cash flows from investing activities
     Additions to property, plant and equipment ...........         (11,549)          (12,356)         (27,424)
     Proceeds from disposition of assets ..................           2,678             2,453            4,072
     Acquisitions, net of cash acquired ...................              --            (2,174)          (5,537)
                                                                   --------         ---------         --------
          Net cash used by investing activities ...........          (8,871)          (12,077)         (28,889)
                                                                   --------         ---------         --------
Cash flows from financing activities
     Proceeds from long-term debt .........................           9,248            29,784           15,878
     Repayment of long-term debt ..........................          (3,876)          (48,034)          (5,683)
     Proceeds from senior subordinated notes ..............              --           104,519               --
     Repayment of note payable -- related party ...........          (2,045)          (13,463)              --
                                                                   --------         ---------         --------
          Net cash provided by financing activities .......           3,327            72,806           10,195
                                                                   --------         ---------         --------
Net increase (decrease) in cash and cash equivalents ......           6,850            66,181          (13,676)
Cash and cash equivalents at beginning of year ............           4,314            11,164           77,345
                                                                   --------         ---------         --------
Cash and cash equivalents at end of year ..................        $ 11,164         $  77,345         $ 63,669
                                                                   ========         =========         ========
Supplemental disclosure of cash flow information:
  Cash used for interest payments .........................        $  2,089         $   4,777         $ 12,118
                                                                   ========         =========         ========
  Cash used for income tax payments .......................        $  4,537         $   3,599         $  2,226
                                                                   ========         =========         ========
</TABLE>



              See notes to the consolidated financial statements.



Page 25
<PAGE>   28
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


NOTE 1 -- THE COMPANY

W.R. Carpenter North America, Inc. (the Company), incorporated in 1975 under the
laws of Delaware, serves as the holding company for its operating subsidiaries
UpRight, Inc. (UpRight) and Horizon High Reach, Inc. (Horizon).

UpRight was incorporated in California in 1947, and its stock was publicly
traded from 1980 until 1988 when it was acquired by an affiliate of the Company.
In 1988, through a corporate reorganization, UpRight became a wholly owned
subsidiary of the Company. Prior to 1989, Horizon was an independent company in
the business of renting and selling aerial work equipment in Southern
California. In 1989, UpRight acquired the assets of Horizon which were merged
into the retail division of UpRight's North American Operations. In 1994,
Horizon became a separate, wholly owned subsidiary of the Company. Although
Horizon is a distributor for UpRight products, the two companies have separate
management and operate on an independent basis.

UpRight is a leading manufacturer of aerial work platforms. Sales are made
principally to independent distributors who rent and sell UpRight's products to
a broad customer base, which includes end users in the industrial, commercial,
institutional and construction markets.

The aerial work platform industry is highly competitive. In selling its aerial
work platform products, UpRight experiences two principal types of competition:
from other manufacturers and from alternative equipment. UpRight competes in the
aerial work platform industry primarily with several other manufacturers.
Certain of UpRight's competitors are part of, or are affiliated with, companies
that are larger and have greater financial resources than UpRight.

The principal customers for UpRight's new equipment are independent equipment
distributors that primarily rent UpRight's products and provide service support
to equipment users. In recent years, there has been substantial consolidation in
ownership among rental companies, including certain UpRight customers, resulting
in a more limited number of major customers comprising a substantial portion of
total revenue.

Horizon is a leading industrial equipment rental, sales and service equipment
company serving a diverse range of customers from 15 domestic locations.
Horizon's rental fleet consists primarily of aerial work platforms, portable
lift products, self-propelled scissor lift and boom products, and forklifts.
Horizon rents equipment on a daily, weekly and monthly basis and, occasionally,
for longer periods. Horizon is also a distributor of new equipment for several
leading manufacturers and sells used equipment from its rental fleet, in
addition to complementary parts, supplies and accessories.

Horizon is a distributor for UpRight products in all of Horizon's designated
market areas. The equipment in Horizon's existing rental fleet consists of
scaffold, UpRight lifts, scissors, boom lifts, and other lift products. Horizon
also represents various product lines for other manufacturers. Horizon's
corporate headquarters are located in Fresno, California.

Horizon's competitors include national and multi-regional companies, regional
competitors that operate in a small number of states, small independent
businesses with one or a few rental locations, and equipment vendors and dealers
which both sell and rent equipment directly to end users.

RISK FACTORS

     Economic- The equipment rental industry is highly dependent upon the level
     of business activity in the commercial and industrial segments of the
     economy. As a result, the equipment rental industry is particularly
     sensitive to national, regional and local slowdowns in the commercial
     construction industry, which is highly cyclical and subject to downturns
     during economic slowdowns.



Page 26
<PAGE>   29
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


     Competition -- The equipment rental, sales and service industry is highly
     competitive. The Company's competitors include national, multiregional
     companies and dealers that both sell and rent equipment directly to end
     users. To the extent that existing or future competitors seek to gain or
     retain market share by reducing rental rates or sales prices, the Company
     may be required to lower its prices, thereby adversely affecting the
     operating results of the Company.

     Need for Continual Capital Expenditures -- A principal component of the
     Company's strategy is to provide its rental customers with relatively new,
     high-quality equipment. The annual replacement of equipment and plans to
     expand the Company's business will require significant capital
     expenditures. There can be no assurance that in the future the Company will
     have capital sufficient to fund such planned or additional expenditures.

     Insurance-- The Company maintains insurance coverage for its operations and
     activities. There can be no assurance that existing or future claims will
     not exceed the level of such insurance or that such insurance will continue
     to be available at economically feasible terms.


NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, UpRight and Horizon. In consolidation, all
significant inter-company balances and transactions are eliminated.

Cash flows

For purposes of the statement of cash flows, the Company considers all cash
investments and related deposits purchased with a maturity of three months or
less to be cash equivalents.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reporting amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the dates of the financial statements, and the
reported amounts of revenue and expenses during the reporting periods. Actual
future results could differ from those estimates.

Revenue recognition

The Company's subsidiaries recognize revenue from equipment sales upon shipment.
Revenue from rentals is recognized ratably over the term of the rental contract.

Inventories

Inventories are valued at the lower of cost, using the first-in, first-out
(FIFO) method, or market.



Page 27
<PAGE>   30

               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


Property, plant and equipment

Property, plant and equipment are stated at cost. When units of property are
disposed of, the cost and accumulated depreciation are removed from the
accounts, and any resulting gain or loss is recognized in operations for the
period. Sales of rental equipment are reflected as used equipment sales in the
accompanying consolidated financial statements. Cost of used equipment sales
consists of the net book value of the equipment sold plus costs directly
associated with the sale. (See Note 6 regarding assets acquired through
acquisition.)

Depreciation is computed using the straight-line method over the following
estimated useful lives of the assets, as follows:

<TABLE>
<S>                                                            <C>
       Building and improvements...........................    5 - 39 years
       Machinery and equipment.............................    3 - 10 years
       Rental equipment....................................    3 - 10 years
</TABLE>

Expenditures for ordinary repairs and maintenance are charged to operations;
betterments are capitalized.

Other assets

Organization costs are amortized using the straight-line method over estimated
life of 6 years. Noncompete covenants are amortized using the straight-line
method over the terms of the respective agreements, three and five years.

Goodwill

Goodwill represents the excess purchase price paid over the fair market value of
the assets of companies acquired by Horizon. Goodwill is being amortized over 10
years on a straight-line basis.

Debt issue costs

Debt issue costs are amortized on a straight-line basis over the term of the
related debt.

Foreign currency translation

Assets and liabilities denominated in foreign currencies are translated to U.S.
dollars using prevailing rates of exchange. Gains and losses on foreign currency
translation from operations for which the functional currency is other than the
U.S. dollar, together with related hedges tax effects, are reported in the
stockholder's equity. For foreign operations for which the U.S. dollar is the
functional currency, gains and losses resulting from converting foreign currency
assets and liabilities to U.S. dollars, the related hedges are included in
trading revenue.

Income taxes

The Company files a consolidated tax return with its subsidiaries. Current and
deferred taxes are recorded for differences in the timing of the recognition of
revenues and expenses for financial reporting and income tax purposes. Deferred
taxes result primarily from the use of accelerated depreciation methods for
income tax purposes, timing in the deduction of state income taxes,
capitalization of certain costs in inventories for tax purposes, and differences
in the recognition of certain accruals for tax and financial statement purposes.



Page 28
<PAGE>   31
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


Earnings per share

Earnings per share is computed using the weighted average number of shares
outstanding of common stock. In February 1997, the Financial Accounting
Standards Board issued SFAS No. 128, "Earnings per Share." This statement, which
is effective for financial statements issued for periods ending after December
15, 1997, including interim periods, establishes simplified standards for
computing and presenting earnings per share (EPS). It requires dual presentation
of basic and diluted EPS on the face of the income statement for entities with
complex capital structures and disclosures of the calculation of each EPS
amount.

Fiscal year

The fiscal year of the Company ends on the Sunday nearest to June 30.

Reclassifications

Certain reclassifications have been made to the 1997 financial statements to
conform to the current year.


NOTE 3 -- INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                    1997                   1998
                                                   -------               -------
<S>                                                <C>                   <C>    
Finished goods .....................               $ 4,269               $ 9,444
Work-in-progress ...................                   979                 1,312
Raw materials ......................                11,585                16,651
                                                   -------               -------
                                                   $16,833               $27,407
                                                   =======               =======
</TABLE>


NOTE 4 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                     1997                1998
                                                   --------            --------
<S>                                                <C>                 <C>     
Land ...................................           $    105            $    391
Building and improvements ..............              7,503               7,248
Machinery and equipment ................             24,252              35,463
Rental equipment .......................             34,238              48,053
                                                   --------            --------
                                                     66,098              91,155
Less accumulated depreciation ..........            (23,955)            (28,390)
                                                   --------            --------
                                                   $ 42,143            $ 62,765
                                                   ========            ========
</TABLE>



Page 29
<PAGE>   32
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


NOTE 5 -- OTHER ASSETS

     Other assets consist of the following:

<TABLE>
<CAPTION>
                                                                               1997             1998 
                                                                              -------         --------
<S>                                                                           <C>             <C>
Debt issue costs, net ................................................        $ 4,422         $  4,334
Goodwill .............................................................            881            5,029
Organization costs ...................................................            457              457
Noncompete covenants .................................................             --               80
Deposits .............................................................             64               82
Long-term receivables ................................................             --               98
Note receivable, due from officer ....................................             --              452
Other ................................................................             25               --
                                                                              -------         --------
                                                                                5,849           10,532
Less accumulated amortization ........................................           (310)            (592)
                                                                              -------         --------
                                                                                5,539            9,940
Less: Current portion (included in "Prepaid and other" current assets)           (490)            (533)
                                                                              -------         --------
Other assets, net ....................................................        $ 5,049         $  9,407
                                                                              =======         ========
</TABLE>

Amortization expense related to goodwill and organization costs during 1998 and
1997 was $323 and $100, respectively.


NOTE 6 -- ACQUISITIONS

During fiscal year 1998, Horizon acquired the stock of a general rental company
in Texas and the stock of an aerial access sales, rental and repair company in
California for $1,384 and $4,192, respectively. During fiscal 1997, Horizon
acquired certain assets and liabilities of a forklift sales, rental and repair
company in California and certain assets of an aerial lift rental and sales
company in New Jersey amounting to $577 and $1,854, respectively.

     The acquisition of these assets was financed as follows (in thousands):

<TABLE>
<CAPTION>
                                                            1997          1998 
                                                           ------        ------
<S>                                                        <C>           <C>   
Cash payments and/or expenses, net of cash acquired        $2,174        $5,576
Amounts payable to seller .........................           240            --
Other liabilities assumed .........................           898            -- 
                                                           ------        ------
     Total value of asset acquired ................        $3,312        $5,576
                                                           ======        ======
</TABLE>

All acquisitions have been accounted for under the purchase method. The excess
of cost over management's estimated fair value of the net assets acquired
related to these acquisitions totaled $3,899 and $1,130 in 1998 and 1997,
respectively, and has been allocated to goodwill.

Results of the Texas acquisition are included in the consolidated financial
statements beginning January 1, 1998. Results of the California acquisition in
fiscal year 1998 are included in the consolidated financial statements beginning
April 1, 1998.



Page 30
<PAGE>   33
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


The following unaudited pro forma consolidated results of operations for the
year ended June 28, 1998, are presented as if the 1998 acquisitions had been
made at the beginning of fiscal 1998. The unaudited pro forma information is not
necessarily indicative of either the results of operations that would have
occurred had the purchase been made during the period presented or the future
results of the combined operations (in thousands).

<TABLE>
<CAPTION>
                                                   PRO FORMA
                                                  YEAR ENDED
                                                 JUNE 28, 1998
                                                 -------------
                                                  (UNAUDITED)
<S>                                              <C>    
                    Total revenues                  $62,905
                    Net income                        2,703
</TABLE>


NOTE 7 -- LEASE OBLIGATIONS

The Company's subsidiaries lease certain office and operating facilities and
certain machinery and equipment under operating leases. The Company's
subsidiaries also have capital lease obligations for other equipment. The
following table sets forth future minimum principal payments under capital lease
arrangements and minimum payments under operating lease arrangements:

<TABLE>
<CAPTION>
                                                                      CAPITAL      OPERATING
                                                                      LEASES        LEASES
                                                                      ------       ---------
<S>                                                                   <C>          <C>
      1999.......................................................      $ 134        $1,559
      2000.......................................................         64         1,117
      2001.......................................................         60           732
      2002.......................................................         --           596
      2003.......................................................         --           445
      Thereafter.................................................         --           775
                                                                       -----       -------
      Total future minimum lease payments........................        258       $ 5,224
                                                                                   =======
      Less amount representing interest..........................         21
                                                                       -----
      Present value of future minimum lease payments.............      $ 237
                                                                       =====
</TABLE>

Rent expense under operating leases was $1,021, $1,324 and $3,064 in fiscal
years 1996, 1997 and 1998, respectively.




Page 31
<PAGE>   34
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


NOTE 8 -- LONG-TERM DEBT AND CREDIT FACILITIES

Long-term debt and credit facilities consists of the following:

<TABLE>
<CAPTION>
                                                                                  1997           1998
                                                                                 -------        -------
<S>                                                                              <C>            <C>
Notes payable obligation and credit facilities secured with machinery and
equipment, due in monthly installments of various amounts with imputed
interest at various rates per annum (ranging from 7.7% to 10.0%) due at
various dates through June 2003 .........................................        $ 2,732        $13,167

Variable interest bonds (ranging from 7% to 11%), secured by deed of
trust and equipment due in monthly installments of varying amounts
through September 2014 ..................................................          6,604          6,389

Other ...................................................................             25             --
                                                                                 -------        -------
                                                                                   9,361         19,556
Less current portion ....................................................            840          6,191
                                                                                 -------        -------
                                                                                 $ 8,521        $13,365
                                                                                 =======        =======
</TABLE>


On October 27, 1994, the Company's UpRight subsidiary finalized a bonds payable
agreement with the Community Redevelopment Agency (Agency) of the City of Selma,
California, for purchases of buildings, equipment and tooling. For the fiscal
years ended June 29, 1997 and June 28, 1998, the Company received $2,393 and nil
in bond proceeds, respectively, and made principal payments of $186 and $215,
respectively, on the bonds. The total value of bond funds was $7,870, of which
$750 is to remain undisbursed as bond reserves remaining with the Agency and
unavailable for UpRight's use through the entire term of the bond agreement. As
of June 29, 1997 and June 29, 1998, $750 was undisbursed and remained as bond
reserves with the Agency. As of June 29, 1997 and June 28, 1998, the bonds
payable had outstanding balances of $6,604 and $6,389, respectively, included on
the Long-term debt and credit facilities schedule above as Variable interest
bonds.

The following is a five year maturity schedule for long-term debt (excluding
capital leases -- see Note 7 and senior subordinated notes -- see Note 9).

<TABLE>
<CAPTION>
                                                                       Notes
                                                     Bonds            Payable
                                                     ------           -------
<S>                                                  <C>              <C>
   1999                                              $1,009            $5,816
   2000                                               1,035             2,056
   2001                                               1,026             2,112
   2002                                               1,014             1,965
   2003                                               1,000               981
   Thereafter (2004 to 2014)                          9,472                --
                                                     ------           -------
                                                     14,556            12,930
   Less amount representing bond interest             7,417                --
                                                     ------           -------
   Gross present value                                7,139            12,930
   Bond reserve remaining with Agency                   750                --
                                                     ------           -------
   Net Present value                                 $6,389           $12,930
                                                     ======           =======
</TABLE>



Page 32
<PAGE>   35
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


On October 27, 1994, UpRight also entered into an agreement with the City of
Selma (City) to develop and improve at the Company's expense, certain of the
City's real property infrastructure. The improvements project was financed by
the issuance of Limited Obligation Improvement Bonds for Assessment District No.
1994-1 (District). The total project cost, including aggregate bond fees of
$504, was not to exceed $1,400. As of June 30, 1996, the Company has received in
the form of bond financing a total of $1,400. The improvements, upon completion,
were acquired from UpRight by the City. UpRight is obligated for future property
tax assessments to the District in amounts sufficient to repay the bonds. The
bonds call for bi-annual payments of varying amounts at an interest rate of 7.5
percent through December 2014. Due to the structure of the agreement with the
City, the Company is issued bi-annual property tax bills as the bond payments
are due. The consequence of this treatment is that the Company's financial
statements do not reflect a bond payable balance at the year end.

On April 16, 1998, UpRight entered into a revolving loan agreement with a
financial institution which allows it to borrow in amounts in the aggregate not
to exceed $20 million. Interest accrues on amounts borrowed, at UpRight's
option, at the bank's reference rate minus one half of one percent, or Libor
plus 1.20 percent. At June 28, 1998, the actual interest rate was 8.0%, on an
outstanding loan balance of $2,458, all current, with available funds of
$17,542. Collateral includes a security agreement assuring a first priority
position covering accounts receivable and inventory, with UCC filings to perfect
such security interest, plus an executed agreement not to encumber or
hypothecate certain land intended for development.

On April 23, 1998, UpRight entered into an equipment financing agreement with a
financial institution which allows it to borrow funds for the purchase of
equipment, up to $20 million. Loan balances outstanding are payable in monthly
installments, at variable interest rates based on the Daily Treasury Index for
the day on which funds are drawn. As of June 28, 1998, drawn funds totaled
$2,797, and unused available funds totaled $17,203.

Horizon has a revolving line of credit with a bank allowing Horizon to borrow up
to $5,000 not to exceed 80 percent of eligible receivables plus 25 percent of
the Company's inventory. Interest accrues at Horizon's option at either the
bank's prime lending rate (8.5 percent at June 30, 1998), LIBOR plus 1.85
percent, or the bank's money market funds rate plus 1.6 percent. As of June 28,
1998, and June 29, 1997, the balance outstanding under the Revolving Credit Line
was $1,466 and $0, respectively. The Revolving Credit Line is secured by the
assets of Horizon. The Revolving Credit Agreement contains various restrictive
covenants, including minimum tangible net worth, minimum current ratio, maximum
debt to tangible net worth, and limits on annual capital expenditures and
operating lease expenses. Horizon has obtained waivers for the capital
expenditure and current ratio covenants.

NOTE 9 -- SENIOR SUBORDINATED NOTES

 On June 4, 1997, the Company filed a private placement offering of $105,000,
10.625 percent senior subordinated notes due in 2007 (the Notes). The Notes are
guaranteed by the subsidiaries and are subordinated to all senior indebtedness
of the subsidiaries. The notes are reflected in accompanying balance sheets net
of unamortized discount of $429 and $477, at June 28, 1998 and June 29, 1997,
respectively. The effective interest rate is approximately 10.68%.

The Company applied the net proceeds to repay the outstanding indebtedness and
various term loans of the subsidiaries, finance capital expansion programs, and
fund acquisitions in complementary businesses.



Page 33
<PAGE>   36
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


The terms of the Notes contain covenants that, among other things, restrict the
ability of the Company and its subsidiaries to (i) incur additional
indebtedness; (ii) pay dividends and make distributions; (iii) issue stock of
subsidiaries; (iv) make certain investments; (v) repurchase stock; (vi) create
liens; (vii) enter into transactions with affiliates; (viii) enter into sale and
leaseback transactions; (ix) create dividend or other payment restrictions
affecting subsidiaries; (x) merge or consolidate the Company or any of the
guarantors; and (xi) transfer or sell assets. These covenants are subject to a
number of exceptions as defined in the agreement.

NOTE 10 -- EMPLOYEE BENEFIT PLANS

Employees of UpRight participate in a Taxsaver's Investment Plan (UpRight 401(k)
Plan). The UpRight 401(k) Plan was originally adopted effective as of January 1,
1984 as an addition to the Company's Employee Stock Ownership Plan, originally
adopted in January 1, 1975. The Company's Employee Stock Ownership Plan was
terminated in 1987. UpRight makes fixed contributions to the UpRight 401(k) Plan
for each year in an amount equal to 4% of the compensation of all eligible
participants, plus up to an additional 2% matching of participants'
contributions. The UpRight 401(k) Plan also contains features that allow
employees to save money before paying Federal income tax on the amount saved.
The UpRight 401(k) Plan covers all employees who have at least one year of
service, and is administrated by a Plan Committee, whose members are appointed
by UpRight's Board of Directors. The UpRight 401(k) Plan is intended to conform
to the provisions of the Employee Retirement Income Security Act of 1974.
Contributions to the UpRight 401(k) Plan are fully vested as of December 31 in
the year in which such contributions were made. Contributions of approximately
$426, $540 and $611 were made by UpRight during 1996, 1997 and 1998,
respectively.

Employees of Horizon participate in the Horizon High Reach 401(k) Plan (Horizon
401(k) Plan). Participation in this defined contribution plan is available to
all full-time employees who have completed at least one year of service and
attained the age of 21. Horizon makes fixed contributions to the Horizon 401(k)
Plan for each year in an amount up to 4% of the compensation of all eligible
participants. In addition to the fixed annual contribution, Horizon is required
to make a matching contribution equal to the participant's elective contribution
up to 2% of the participant's compensation for the calendar year. Employee
contributions to the Horizon 401(k) Plan are fully vested. Employer
contributions are vested in 20% annual increments beginning after the second
year of participation in the Horizon 401(k) Plan, with full vesting occurring
after the sixth year of participation. Employees are fully vested upon their
65th birthday. Employees of Horizon who had been employed by UpRight or Horizon
for one year as of December 31, 1993 are fully vested in the Horizon 401(k)
Plan. During 1996, 1997 and 1998, Horizon expensed and accrued $314, $350, and
$500, respectively, under the Horizon 401(k) Plan.

NOTE 11 -- CAPITAL STOCK

The Company is authorized to issue 70 shares of its $1 par value Class A common
stock and 35 shares of its $1 par value Class B common stock. At June 30, 1996,
June 29, 1997, and June 28, 1998, 55 shares of Class A common stock and 5 shares
of Class B common stock were issued and outstanding. The Class A and Class B
shares have equal voting rights and, subject to the rights of the Company's
preferred shares, equal rights as to dividends and other distributions.

The Company is also authorized to issue 25 shares of its $1 par value preferred
stock, all of which was issued and outstanding at June 30, 1996, June 29, 1997,
and June 28, 1998. The preferred shares have no voting rights and have
preference over both classes of common stock as to dividends and other
distributions. The preferred shares are entitled to a $10 per share preferential
distribution before any distribution to common share holders in the event the
Company is dissolved or liquidated.



Page 34
<PAGE>   37
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


NOTE 12 -- PROVISION FOR INCOME TAXES

The provision for income taxes consists of the following

<TABLE>
<CAPTION>
                                     1996               1997               1998
                                    ------             ------             ------
<S>                                 <C>                <C>                <C>   
Current
  Federal .............             $  753             $3,841             $2,632
  State ...............                176              1,347                481
                                    ------             ------             ------
                                       929              5,188              3,113
Deferred ..............              5,118                943                 93
                                    ------             ------             ------
                                    $6,047             $6,131             $3,206
                                    ======             ======             ======
</TABLE>

The following is a summary of deferred tax assets and liabilities:


<TABLE>
<CAPTION>
                                                      1996                         1997                        1998
                                              -----------------------     -----------------------     -----------------------
                                              CURRENT     NON-CURRENT     CURRENT     NON-CURRENT     CURRENT     NON-CURRENT
                                              -------     -----------     -------     -----------     -------     -----------
<S>                                           <C>         <C>             <C>         <C>             <C>         <C>
Deferred tax liabilities resulting from
  taxable temporary differences ........      $    --       $(2,390)      $  (321)      $(4,128)      $   (44)      $(5,120)
Deferred tax assets  resulting
  from  deductible temporary differences
  and tax credit carried forward .......        1,003         1,286         1,412         1,993         1,835         2,192
                                              -------       -------       -------       -------       -------       -------
                                              $ 1,003       $(1,104)      $ 1,091       $(2,135)      $ 1,791       $(2,928)
                                              =======       =======       =======       =======       =======       =======
</TABLE>

The provision for income taxes differs from the expense that would result from
applying Federal statutory rates to income before taxes because of the inclusion
of a provision for state income taxes. In addition, the provision includes
deferred income taxes resulting from adjustments in the amount of temporary
differences.

The Company concluded that a deferred tax asset valuation allowance as of June
30, 1996, June 29, 1997 and June 28, 1998, was not necessary.



Page 35
<PAGE>   38
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


NOTE 13 -- REORGANIZATION OF UPRIGHT, INC.

Effective July 3, 1994, UpRight's Board of Directors approved the elimination of
UpRight's accumulated deficit through an accounting reorganization of its equity
accounts (a quasi-reorganization). The quasi-reorganization, as reflected in the
accompanying consolidated financial statements, did not result in the
revaluation of any assets or liabilities of UpRight, because the fair values
were estimated to approximate book values.

The purpose of the quasi-reorganization was to provide users of UpRight's
financial statements with a "fresh start" presentation of UpRight's operations
subsequent to the spin off of its former retail operating division into Horizon,
a separate wholly-owned subsidiary of the Company (see Note 1).

The reorganization of Horizon into a separate subsidiary and UpRight's
quasi-reorganization were all significant aspects of the Company's efforts to
strategically refocus its capital resources and operational structure.


NOTE 14 -- CUSTOMER SEGMENTS

Revenue from customer geographical segments were as follows:

<TABLE>
<CAPTION>
                                               1996                            1997                           1998
                                     ------------------------        ------------------------        -------------------
<S>                                  <C>                   <C>       <C>                   <C>       <C>              <C>
U.S., Canada and Latin America       $ 92,813              78%       $ 96,774              69%       $115,161         67%
Europe .......................         19,550              17          35,295              25          48,339         28
Pacific Rim ..................          5,540               5           7,835               6           7,297          5
                                     --------        --------        --------        --------        --------        ---
                                     $117,903             100%       $139,904             100%       $170,797        100%
                                     ========        ========        ========        ========        ========        ===
</TABLE>


NOTE 15 -- CONTINGENCIES

The Company and its subsidiaries have various product liability claims and suits
pending. The Company's policy is to defend each suit vigorously, regardless of
the amount sought in damages. Although the outcome of such litigation cannot be
predicted with certainty, it is the opinion of management, based on the advice
of legal counsel and other considerations, that all claims, legal actions,
complaints and proceedings which have been filed or are pending against the
Company and its subsidiaries, as well as possible future claims are adequately
covered by reserves or insurance, and are not expected to have a material
adverse effect on the Company's consolidated financial position.



Page 36
<PAGE>   39
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)

NOTE 16 -- RELATED PARTY TRANSACTIONS

Included in the financial statements are the following related party balances
and transactions.

<TABLE>
<CAPTION>
                                                            1997           1998
                                                           -------       -------
<S>                                                        <C>           <C>    
Balances due from related parties ..................       $ 8,989       $15,362
Note receivable from officer .......................            --           452
Interest and other payables due to related party....         1,468            --
Revenues from related parties ......................        28,695        34,166
Cost of revenues from related parties ..............        19,942        24,652
Purchases from related parties .....................         3,577         3,000
Marketing expense paid to related parties - net.....         1,066         1,212
Service agreement fees .............................           800         1,598
Fees associated with debt issue ....................           700            --
Reimbursement of computer system costs .............            80            --
Interest expense to related party ..................           699            --
</TABLE>

During fiscal 1997, both UpRight and Horizon entered into corporate services
agreements (the "Corporate Services Agreements") with Griffin Group
International Management LTD ("Griffin"), an affiliate of the Company. Pursuant
to the Corporate Services Agreements, Griffin provides consulting services to
UpRight and Horizon in various areas, including operations, finance and
accounting, asset management, strategic planning and policy, management
organization, marketing, technology and communications, and public relations.
During fiscal 1997, UpRight and Horizon paid Griffin $800 for services rendered
by Griffin pursuant to the Corporate Services Agreements. The Corporate Services
Agreements terminated on June 29, 1997. On May 12, 1997 the Company entered into
a corporate services agreement with Griffin pursuant to which Griffin will, for
a term of one fiscal year commencing June 30, 1997, provide consulting services
to the Company, UpRight and Horizon in various areas including operations,
finance and accounting, asset management, strategic planning and policy,
management organization, marketing, technology, communications, public relations
and SEC compliance and reporting. During fiscal year 1998 the Company, UpRight
and Horizon paid an aggregate of $1,598 for services rendered by Griffin.

The note receivable due from officer is secured by deed of trust and assignment
of rents and real estate owned by the officer. The note receivable carries
interest of 7.0%. The principal sum of the note and all accrued and unpaid
interest thereon shall be paid in full on, or by May 27, 2001.

NOTE 17 -- CONCENTRATIONS OF CREDIT RISK

Financial instruments that subject the Company to concentration of credit risk
are cash equivalents and trade receivables. Cash equivalents consist principally
of short-term money market funds. These instruments are short-term in nature and
bear minimal risk. To date, the Company has not experienced significant losses
on these instruments.

The Company performs on-going credit evaluations of its customer's financial
conditions. Security is required on all accounts with credit limits in excess of
$50. UCC financing statements are filed, when necessary, for U.S. customers and
sixty days (from invoice date) letter of credit are required for export
shipments.



Page 37
<PAGE>   40
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


NOTE 18 -- RECENT ACCOUNTING PRONOUNCEMENT

In 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." In 1998, the FASB issued SFAS No. 132,
"Employers' Disclosures about Pension and Other Postretirement Benefits," and
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
The requirements of SFAS Nos. 130, 131 and 132 will become effective for the
Company during the year ending June 27, 1999. The requirements of SFAS No. 133
will become effective for the Company during the year ending June 25, 2000. The
impact of adopting these statements is not expected to have a material impact on
the Company's financial statements.



Page 38
<PAGE>   41

               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
                                   SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
           YEARS ENDED JUNE 30, 1996, JUNE 29, 1997 AND JUNE 28, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                Balance at    Charged to       Charged to                     Balance at
                               Beginning of    Costs and          Other                          end
                                 Period        Expenses         Accounts       Deductions      of Period
                               ------------   ----------       ---------       ---------      ----------
<S>                            <C>            <C>              <C>             <C>            <C>
Allowances are
  deducted from the
  asset to which they
  apply
Year ended June 28,
  1998:
Reserve for
    Product liability .          $5,235          $2,807          $   --          $1,702          $6,340
Allowances for
   Uncollectible
     accounts                       364             292              --             246             410
   Product obsolescence             334             216              --              --             550
                                 ------          ------          ------          ------          ------
                                 $5,933          $3,315          $   --          $1,948          $7,300
                                 ------          ------          ------          ------          ------

Year ended June 29,
1997:
Reserve for
    Product liability .          $4,102          $3,115          $   --          $1,982          $5,235
Allowance for
   Uncollectible
      accounts                      287             180              --             103             364
   Product obsolescence             957              25              --             648             334
                                 ------          ------          ------          ------          ------
                                 $5,346          $3,320          $   --          $2,733          $5,933
                                 ------          ------          ------          ------          ------
Year ended June 30,
1996:
Reserve for
     Product liability           $2,969          $3,015          $   --          $1,882          $4,102
Allowance for
   Uncollectible
     accounts                       202             330              --             245             287
   Product obsolescence             432             525              --              --             957
                                 ------          ------          ------          ------          ------
                                 $3,603          $3,870          $   --          $2,127          $5,346
                                 ------          ------          ------          ------          ------
</TABLE>



Page 39
<PAGE>   42
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

      None.



Page 40
<PAGE>   43
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

     The following table sets forth certain information concerning the directors
and executive officers of the Company, UpRight and Horizon:

<TABLE>
<CAPTION>
         NAME                       AGE     POSITION
         ----                       ---     --------
<S>                                 <C>     <C>
         Robert F. Stowe            54      Chairman of the Board of Directors of the Company
         James T. Dillon            50      President and Chief Executive Officer of the Company,
                                            UpRight and Horizon
         Graham D. Croot            43      Chief Financial Officer of the Company
         Noel Corcoran              52      Secretary of the Company
         Peter B. Sawdy             66      Director of the Company
         David K. Sargent           59      Director of the Company
         Barris Evulich             50      Vice President and General Manager of UpRight
         Shaun Flanagan             58      Vice President and General Manager of Horizon
</TABLE>

     Robert F. Stowe has served as Chairman of the Board of Directors of the
Company since 1985. He is the founder of various trusts, the beneficiaries of
which are the family, relations and other descendants of Mr. Stowe (the "Stowe
Family Trusts"). Since 1974, Mr. Stowe has served as Chairman of various
companies which are owned by the Stowe Family Trusts and which are affiliates of
the Company. Mr. Stowe is a Fellow of the Institute of Chartered Accountants in
Australia.

      James T. Dillon has served as Chief Executive Officer of the Company,
UpRight and Horizon since January 1, 1998 and as President of the Company,
UpRight and Horizon since June 29, 1998. He served as Vice President and General
Manager of UpRight from 1991 to 1998. Mr. Dillon joined UpRight in 1987 as Chief
Financial Officer. Prior to joining UpRight, he served as Vice President and
Controller of Equatorial Communications, Inc.

     Graham D. Croot has served as Chief Financial Officer of the Company since
1990. He served as the Company's Treasurer from 1981 to 1989. In addition to his
responsibilities with the Company, Mr. Croot serves as chief financial officer
of various companies owned by the Stowe Family Trusts. Mr. Croot is a member of
The Australian Society of Certified Practicing Accountants.

      Noel Corcoran has served as Secretary of the Company since April 1997. In
addition to his responsibilities with the Company, since 1994, Mr. Corcoran has
served as secretary and in other capacities of various companies owned by the
Stowe Family Trusts. From 1990 to 1994, Mr. Corcoran served as the Financial
Controller of European Operations of UpRight. Mr. Corcoran is a Fellow of the
Association of Chartered Certified Accountants.

     Peter B. Sawdy has served as a Director of the Company since April 1997.
Mr. Sawdy is currently the Chairman of Peter Sawdy Associates, a business
consultancy. From 1990 to 1993, Mr. Sawdy was Chairman of Costain Group. Mr.
Sawdy has served in various director and advisory capacities with the Stowe
Family Trusts since 1985.

     David K. Sargent served as President and Chief Executive Officer of the
Company, UpRight and Horizon from 1989 to 1998 and he has served as a Director
of the Company since 1994. Prior to joining the Company, Mr. Sargent was
President of Instant Zip-Up Limited, a distributor of UpRight products in the
United Kingdom. Mr. Sargent is currently a director of UpRight (U.K.) Limited
(formerly Instant Zip-Up Limited).

      Barris Evulich has served as Vice President and General Manager of UpRight
since January 1, 1998 and as Vice President-Engineering of UpRight from 1990 to
December 31, 1997. Mr. Evulich joined UpRight in 1971 as Project Engineer.

      Shaun Flanagan has served as Vice President and General Manager of Horizon
since 1994. Mr. Flanagan was the founder and President of Horizon from 1982
until 1989 when Horizon was acquired by UpRight. Mr. Flanagan served as the Vice
President and General Manager of the Horizon Division of UpRight from 1989 until
1994 when Horizon became a wholly owned subsidiary of the Company.



Page 41
<PAGE>   44
ITEM 11. EXECUTIVE COMPENSATION.

      The following table sets forth for the last three fiscal years certain
compensation information about the Company's chief executive officer and the
other persons who served as executive officers of the Company, UpRight or
Horizon during fiscal year 1998 and earned in excess of $100,000 during such
year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                             ANNUAL COMPENSATION
     NAME AND PRINCIPAL POSITION               YEAR         SALARY           BONUS
     ---------------------------               ----        --------        --------
<S>                                            <C>         <C>             <C>     
James T. Dillon (1) ...................        1998        $337,500        $194,875
  President and Chief Executive Officer        1997         250,000         178,352
  of the Company, UpRight and Horizon          1996         220,320         159,750

David K. Sargent (1) ..................        1998        $200,000        $     --
  President and Chief Executive Officer        1997         200,000          42,918
  of the Company, UpRight and Horizon          1996         175,000          50,000

Barris Evulich (2) ....................        1998        $153,169        $ 78,000
  Vice President and General Manager           1997         101,973          40,750
  of UpRight                                   1996          92,703          46,270

Shaun Flanagan ........................        1998        $225,000        $     --
  Vice President and General                   1997         190,126          77,000
  Manager of Horizon                           1996         175,000          60,000
</TABLE>


(1) Mr. Dillon served as Chief Executive Officer of the Company, UpRight and
Horizon beginning January 1, 1998 and as President of the Company, UpRight and
Horizon beginning June 29, 1998. Mr. Sargent served as Chief Executive Officer
of the Company, UpRight and Horizon until December 31, 1997 and as President of
the Company, UpRight and Horizon until June 28, 1998.

(2) Mr. Evulich served as Vice President and General Manager of UpRight
beginning January 1, 1998.

DIRECTORS

      Directors of the Company are elected annually and hold office until the
next annual meeting of stockholders or until their successors are duly elected
and qualified.

      Directors of the Company do not receive any fees for services on the Board
of Directors. Directors are reimbursed for their expenses for each meeting
attended.



Page 42
<PAGE>   45
     EMPLOYEE BENEFIT PLANS

      Employees of UpRight participate in a Taxsaver's Investment Plan (the
"UpRight 401(k) Plan"). The UpRight 401(k) Plan was originally adopted effective
as of January 1, 1984 as an addition to the Company's Employee Stock Ownership
Plan, originally adopted in January 1, 1975. The Company's Employee Stock
Ownership Plan was terminated in 1987. UpRight makes fixed contributions to the
UpRight 401(k) Plan for each year in an amount equal to 4% of the compensation
of all eligible participants, plus up to an additional 2% matching of
participants' contributions. The UpRight 401(k) Plan also contains features that
allow employees to save money before paying Federal income tax on the amount
saved. The UpRight 401(k) Plan covers all employees who have at least one year
of service, and is administrated by a Plan Committee, whose members are
appointed by UpRight's Board of Directors. The UpRight 401(k) Plan is intended
to conform to the provisions of the Employee Retirement Income Security Act of
1974. Contributions to the UpRight 401(k) Plan are fully vested as of December
31 in the year in which such contributions were made.

      Employees of Horizon participate in the Horizon High Reach 401(k) Plan
(the "Horizon 401(k) Plan"). Participation in this defined contribution plan is
available to all full-time employees who have completed at least one year of
service and attained the age of 21. Horizon makes fixed contributions to the
Horizon 401(k) Plan for each year in an amount up to 4% of the compensation of
all eligible participants. In addition to the fixed annual contribution, Horizon
is required to make a matching contribution equal to the participant's elective
contribution up to 2% of the participant's compensation for the calendar year.
Employee contributions to the Horizon 401(k) Plan are fully vested. Employer
contributions are vested in 20% annual increments beginning after the second
year of participation in the Horizon 401(k) Plan, with full vesting occurring
after the sixth year of participation. Employees are fully vested upon their
65th birthday. Employees of Horizon who had been employed by UpRight or Horizon
for one year as of December 31, 1993 are fully vested in the Horizon 401(k)
Plan.

     INCENTIVE COMPENSATION

      The Company has in effect various arrangements pursuant to which certain
officers may receive incentive cash bonuses based upon the achievement of
financial performance objectives. The Company's Board of Directors determines
the amounts of incentive bonuses, and performance criteria for such bonuses.

     DIRECTORS' AND OFFICERS' INSURANCE

      Group International Securities Limited, the parent of UpRight
International Limited, has purchased liability insurance for the directors and
officers of its subsidiaries, including the Company, UpRight and Horizon,
effective October 1, 1997, for an aggregate 24 months' premium of $200,000.
Directors and executive officers of the Company will pay no part of this
premium. The aggregate insurance coverage under the policy is limited to $15.0
million per policy period, and a $75,000 deductible for each claim, other than
claims arising from Securities and Exchange Commission for which the deductible
is $150,000, is payable under the policy by Group International Securities
Limited in respect of any claim made against a director or officer for which
Group International Securities Limited has indemnified such director or officer.



Page 43
<PAGE>   46
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of the date hereof, information with
     respect to the beneficial ownership of shares of the Company's Common Stock
     by each stockholder known by the Company to be the beneficial owner of more
     than 5% of such shares. No executive officers or directors of the Company
     own any shares of the Company's Common Stock.

<TABLE>
<CAPTION>
                                                                                        PERCENTAGE
     NAME AND ADDRESS OF STOCKHOLDER(1)      CLASS                         SHARES        OF CLASS
     ----------------------------------      -----                         ------       ----------
<S>                                          <C>                           <C>          <C> 
     UpRight International Limited (2)       Class A Common Stock          55,000         100%
                                             Class B Common Stock           5,000         100%
                                             Preferred Stock               25,000         100%
</TABLE>

(1)  The principal business address of UpRight International Limited is Le Forum
     2(Degree) Etage, 28 Boulevard Princesse Charlotte, MC-98000, Monaco.

(2)  All of the capital stock of UpRight International Limited is owned
     beneficially by the Stowe Family Trusts. Mr. Stowe, who is not a
     beneficiary thereunder, appoints the trustees of the trusts.



Page 44
<PAGE>   47
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On May 12, 1997, the Company entered into a corporate services agreement
with Griffin Group International Management Limited ("Griffin"), an affiliate of
the Company (the "Company Corporate Services Agreement") pursuant to which
Griffin, for a term of one fiscal year commencing June 30, 1997, provides
consulting services to the Company, UpRight and Horizon in various areas
including operations, finance and accounting, asset management, strategic
planning and policy, management organization, marketing, technology,
communications, public relations and SEC compliance and reporting, including the
services of Messrs. Croot and Corcoran and others. The term of the Company
Corporate Services Agreement is automatically extended for additional one-year
periods, unless either party gives notice of termination 180 days prior to the
end of such fiscal year. During fiscal year 1998, the Company paid $1.6 million
to Griffin for such services.

     UpRight International Manufacturing Ltd. ("UpRight Ireland"), an affiliate
of the Company located in Ireland, Vectur GmbH ("Instant Deutschland"), an
affiliate of the Company located in Germany, and Instant Access Australia Pty.
Ltd. ("Instant Australia"), an affiliate of the Company located in Australia,
each purchase and distribute products for UpRight in their respective market
areas. UpRight Ireland purchases products from UpRight on extended terms to
maintain a strategic sales inventory in Europe and provides sales, marketing and
warranty support to UpRight in Europe. UpRight management believes that each of
the foregoing arrangements are conducted on an arm's-length basis and on terms
at least as favorable to UpRight as those generally available from unaffiliated
third parties. During fiscal year 1996, the Company's revenue from UpRight
Ireland, Instant Deutschland and Instant Australia were $3.6 million, $1.5
million and $1.1 million, respectively. During fiscal year 1997, the Company's
revenue from UpRight Ireland, Instant Deutschland and Instant Australia were
$6.2 million, $1.7 million and $1.3 million, respectively. During fiscal year
1998, the Company's revenue from UpRight Ireland, Instant Deutschland and
Instant Australia were $4.3 million, $3.1 million and $3.0 million,
respectively. In addition, UpRight and Horizon purchase and UpRight distributes
in the United States certain products manufactured by UpRight Ireland. During
fiscal years 1996, 1997 and 1998, the Company's purchases from UpRight Ireland
totaled approximately $1.7 million, $3.5 million and $3.0 million, respectively.
During fiscal years 1996, 1997 and 1998, UpRight paid UpRight Ireland $740,000,
$1,065,902 and $1,212,041, respectively, for participation in UpRight Ireland's
cooperative marketing programs.

     During fiscal years 1996, 1997 and 1998, the Company had revenue from
UpRight (U.K.) Limited (formerly Instant Zip-Up Limited) of approximately $8.3
million, $20.8 million and $26.7 million, respectively. An affiliate of the
Company owns a minority voting interest in UpRight (U.K.) Limited.

     At the end of fiscal year 1996, the Company was indebted to UpRight
International Limited for an aggregate principal amount of approximately $13.5
million. In fiscal year 1997 the Company repaid this indebtedness in full, and
at the end of fiscal years 1997 and 1998, the Company was not indebted to
UpRight International Limited.

     In May 1998, an executive officer of the Company executed two promissory
notes payable to the Company in the aggregate amount of $452,000. These notes
are secured by a deed of trust and assignment of rents and real estate owned by
the officer. The notes bear interest of 7.0% and the principal thereof and all
accrued and unpaid interest thereon is due in full on or before May 27, 2001.



Page 45
<PAGE>   48
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS

         1. FINANCIAL STATEMENTS

            See Index included on page 20

         2. FINANCIAL STATEMENT SCHEDULES

            See Index included on page 20

        Financial Statement schedules other than those listed above are omitted
because they are not required or are not applicable, or the required information
is shown in the respective consolidated financial statements or notes thereto.

         3. EXHIBITS

             The following Exhibits are filed herewith and made a part hereof:

     Exhibit
     Number         Description of Document
     -------        -----------------------
        *3.1(i)     Certificate of Incorporation of the Registrant, as amended.

        *3.1(ii)    Bylaws of the Registrant, as amended.

        *4.1        Indenture, dated as of June 10, 1997, by and among the
                    Registrant, the Guarantors named therein and U.S. Trust
                    Company of California, N.A.

        *4.4        Form of Exchange Global Note.

       *10.3        Industrial Lease, dated February 7 1997, between A.L.L., a
                    general partnership, and UpRight, Inc.

       *10.4        Lease, entered into as of November 1995, by and between
                    Townview Partners, a Ohio partnership and UpRight, Inc.

       *10.5        Recourse Agreement, dated February 11, 1997, by and between
                    Horizon High Reach, Inc., and American Equipment Leasing.

       *10.6        Management Services Agreement, dated May 12, 1997, by and
                    between the Registrant and Griffin Group International
                    Management Ltd.

       *10.7        Lease, dated November 15, 1996, by and between Akzo Nobel
                    Coatings, Inc., and Horizon High Reach, Inc.

       *10.8        Lease, dated January 1997, by and between Morris Ragona and
                    Joan Ragona, and Horizon High Reach, Inc.

       *10.9        Agreement of Lease, dated January 26, 1995, by and between
                    Richard V. Gunner and George Andros, and Horizon High Reach,
                    Inc.

      *10.10(i)     Lease Agreement, executed November 10, 1989, by and between
                    Trussel Electric, Inc., and Up-Right, Inc., including Lease
                    Extension Agreement dated February 28, 1994, Lease
                    Modification Agreement dated January 26, 1994, and Notice of
                    Option to Renew dated May 7, 1992.

   
     **10.10(ii)    Lease Extension and Modification Agreement dated September
                    3, 1998.
    

      *10.11        Lease Agreement (undated) by and between T.T. Templin and
                    Horizon High Reach & Equipment Company.

      *10.12        Agreement of Lease, dated October 15, 1992, by and between
                    Robert I. Selsky and Up-Right Aerial Platforms Assignment of
                    Lease, dated June 1994, by and between Up-Right, Inc., and
                    Horizon High Reach, Inc., and Consent to Assignment dated
                    July 15, 1994.

      *10.13        Lease Agreement, dated April 27, 1990, by and between D.L.
                    Phillips Investment Builders, Inc., and Up-Right, Inc.
                    together with Supplemental Agreement to Lease, dated
                    September 30, 1994, Assignment of Lease, dated June 18,
                    1990, by and between D.L. Phillips Investment Builders,
                    Inc., and JMA, Ltd., Assignment of Lease dated June 1994, by
                    and between Up-Right, Inc., and Horizon High Reach, Inc.,
                    and Consent to Assignment dated July 15, 1994.

      *10.14        Lease Renewal Agreement, dated October 19, 1992, between
                    Ronald W. Werner and UpRight, Inc. 

      *10.15        Lease, dated March 7, 1995, by and between BMB Investment
                    Group and Horizon High Reach, Inc.

   
     **10.16        Lease Agreement dated December 31, 1997 by and between
                    William L. Morillon and Marie Anne Morillon and Horizon High
                    Reach, Inc.

     **10.17        Revolving Loan Agreement, dated May 5, 1998 between UpRight,
                    Inc., and Union Bank of California.
    


Page 46
<PAGE>   49

   
    **10.18         Equipment Financing Agreement, dated April 23, 1998 between
                    UpRight, Inc. and KeyCorp Leasing Ltd.
    

     *21.1          Subsidiaries of the Company

   
    **24.1          Power of Attorney

    **27.1          Financial Data Schedule
    

      * Incorporated herein by reference to the Company's Registration Statement
on Form S-4 (Reg. No. 333-31187), filed with the Securities and Exchange
Commission on July 11, 1997.

   
      ** Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended June 28, 1998, filed with the Securities and
Exchange Commission on September 28, 1998.
    


(b) REPORTS ON FORM 8-K.

         None




Page 47
<PAGE>   50
                                   SIGNATURES

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

   
                          W.R. CARPENTER NORTH AMERICA, INC.

Date: February 8, 1999

<TABLE>
<S>                      <C>                                      <C>
                         By: /s/ James T. Dillon                  /s/ Graham D. Croot
                             --------------------------------     ------------------------
                             James T. Dillon                          Graham Croot
                         President and Chief Executive Officer    Chief Financial Officer
</TABLE>


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

<TABLE>
<CAPTION>
              Signature                                 Title                             Date
              ---------                                 -----                             ----
<S>                                            <C>                                   <C>
          /s/ James T. Dillon                  President, Chief Executive            February 8, 1999
---------------------------------------        Officer and Director (Principal
            James T. Dillon                    Executive Officer)
                                               


          /s/ Graham D. Croot                  Chief Financial Officer               February 8, 1999
---------------------------------------        (Principal Financial Officer
            Graham D. Croot                    and Principal Accounting Officer)
                                               


---------------------------------------        Director                                        , 1999
            Peter B. Sawdy


         /s/ Robert F. Stowe*                  Chairman of the Board of Directors    February 8, 1999
---------------------------------------
            Robert F. Stowe


         /s/ David K. Sargent*                 Director                              February 8, 1999
---------------------------------------
           David K. Sargent


*By:      /s/ James T. Dillon                        /s/ Graham D. Croot
   ------------------------------------        --------------------------------
            James T. Dillon                              Graham D. Croot
           Attorney-in-fact                             Attorney-in-fact
</TABLE>
    

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT

     No such annual report or proxy material has been sent to security holders.



Page 48
<PAGE>   51
                                INDEX TO EXHIBITS


    Exhibit
     Number         Description of Document
    -------         -----------------------
      *3.1(i)       Certificate of Incorporation of the Registrant, as amended.

      *3.1(ii)      Bylaws of the Registrant, as amended.

      *4.1          Indenture, dated as of June 10, 1997, by and among the
                    Registrant, the Guarantors named therein and U.S. Trust
                    Company of California, N.A.

      *4.4          Form of Exchange Global Note.

     *10.3          Industrial Lease, dated February 7 1997, between A.L.L., a
                    general partnership, and UpRight, Inc.

     *10.4          Lease, entered into as of November 1995, by and between
                    Townview Partners, a Ohio partnership and UpRight, Inc.

     *10.5          Recourse Agreement, dated February 11, 1997, by and between
                    Horizon High Reach, Inc., and American Equipment Leasing.

     *10.6          Management Services Agreement, dated May 12, 1997, by and
                    between the Registrant and Griffin Group International
                    Management Ltd.

     *10.7          Lease, dated November 15, 1996, by and between Akzo Nobel
                    Coatings, Inc., and Horizon High Reach, Inc.

     *10.8          Lease, dated January 1997, by and between Morris Ragona and
                    Joan Ragona, and Horizon High Reach, Inc.

     *10.9          Agreement of Lease, dated January 26, 1995, by and between
                    Richard V. Gunner and George Andros, and Horizon High Reach,
                    Inc.

     *10.10(i)      Lease Agreement, executed November 10, 1989, by and between
                    Trussel Electric, Inc., and Up-Right, Inc., including Lease
                    Extension Agreement dated February 28, 1994, Lease
                    Modification Agreement dated January 26, 1994, and Notice of
                    Option to Renew dated May 7, 1992.

   
    **10.10(ii)     Lease Extension and Modification Agreement dated September
                    3, 1998.
    

     *10.11         Lease Agreement (undated) by and between T.T. Templin and
                    Horizon High Reach & Equipment Company.

     *10.12         Agreement of Lease, dated October 15, 1992, by and between
                    Robert I. Selsky and Up-Right Aerial Platforms Assignment of
                    Lease, dated June 1994, by and between Up-Right, Inc., and
                    Horizon High Reach, Inc., and Consent to Assignment dated
                    July 15, 1994.

     *10.13         Lease Agreement, dated April 27, 1990, by and between D.L.
                    Phillips Investment Builders, Inc., and Up-Right, Inc.
                    together with Supplemental Agreement to Lease, dated
                    September 30, 1994, Assignment of Lease, dated June 18,
                    1990, by and between D.L. Phillips Investment Builders,
                    Inc., and JMA, Ltd., Assignment of Lease dated June 1994, by
                    and between Up-Right, Inc., and Horizon High Reach, Inc.,
                    and Consent to Assignment dated July 15, 1994.

     *10.14         Lease Renewal Agreement, dated October 19, 1992, between
                    Ronald W. Werner and UpRight, Inc.

     *10.15         Lease, dated March 7, 1995, by and between BMB Investment
                    Group and Horizon High Reach, Inc.

   
    **10.16         Lease Agreement dated December 31, 1997 by and between
                    William L. Morillon and Marie Anne Morillon and Horizon High
                    Reach, Inc.

    **10.17         Revolving Loan Agreement, dated May 5, 1998 between UpRight,
                    Inc., and Union Bank of California.

    **10.18         Equipment Financing Agreement, dated April 23, 1998 between
                    UpRight, Inc. and KeyCorp Leasing LTD.
    

     *21.1          Subsidiaries of the Company

   
    **24.1          Power of Attorney

    **27.1          Financial Data Schedule
    


      * Incorporated herein by reference to the Company's Registration Statement
on Form S-4 (Reg. No. 333-31187), filed with the Securities and Exchange
Commission on July 11, 1997.

   
      ** Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended June 28, 1998, filed with the Securities and
Exchange Commission on September 28, 1998.
    



Page 49