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

                                   FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended July 1, 2001.
     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     (I.R.S. Employer
    of incorporation or             Identification No.)
    organization


                                1775 Park Street
                            Selma, California 93662
             (Address of principal executive offices and zip code)

                                 (559) 891-5594
              (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 October 15, 2001,  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.


<PAGE>
<TABLE>
<CAPTION>



               PART I
<S>            <C>                                                           <C>
Item 1.        Business                                                       1
Item 2.        Properties                                                     5
Item 3.        Legal Proceedings                                              6
Item 4.        Submission of Matters to a Vote of Security Holders            7

               PART II

Item 5.        Market for Company's Common Equity and Related                 8
               Stockholder Matters
Item 6.        Selected Financial Data                                        9
Item 7.        Management's Discussion and Analysis of Financial             14
               Condition and Results of Operations .
Item 7A.       Quantitative and Qualitative Disclosures About Market         17
               Risk
Item 8.        Financial Statements and Supplementary Data                   18
Item 9.        Changes in and Disagreements with Accountants on              41
               Accounting and Financial Disclosure

               PART III

Item 10.       Directors and Executive Officers of the Company               42
Item 11.       Executive Compensation                                        43
Item 12.       Security Ownership of Certain Beneficial Owners and           45
               Management
Item 13.       Certain Relationships and Related Transactions                46

               PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on       47
               Form 8-K
</TABLE>


<PAGE>


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 11 through 16.  Further,  on June 12, 2001, the
Company's  only  subsidiary,  UpRight,  Inc.,  filed a  voluntary  petition  for
reorganization   under  Chapter  11  of  the  Federal   Bankruptcy  Laws.  These
uncertainties  could  cause  actual  results  to  differ  materially  and  raise
substantial  doubt about the  Company's  ability to continue as a going  concern
which  contemplates  the realization of assets and payment of liabilities in the
ordinary  course of business.  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 11.

                                PART I
Item 1. Business.

General

     W.R. Carpenter North America, Inc. ("the Company") was incorporated in 1975
under the laws of Delaware and has served as a holding company for two operating
subsidiaries,  UpRight,  Inc.  ("UpRight') and until September 29, 2000, 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 had operated management  teams and operated on an
independent basis.

Sale of Horizon

     On September 29, 2000,  the Company sold all of the assets and  outstanding
capital  stock of Horizon for total  consideration  of $90  million  (subject to
certain  adjustments  to be based on a  post-closing  audit).  At  closing,  the
Company received consideration consisting of $50 million in cash and liabilities
paid by the  buyer,  and two senior  unsecured  5 year  promissory  notes in the
aggregate principal amount of $40 million.  The promissory notes were prepaid in
December  2000 and February  2001 and the proceeds  thereof used to repurchase a
portion of the Company's Senior Subordinated Notes and other corporate purposes.
UpRight

     UpRight  is a leading  manufacturer  of aerial  work  platforms,  including
scissor lifts,  boom lifts,  portable lifts, and aluminum  scaffolding.  UpRight
has been manufacturing  self-propelled  scissor lifts since 1974 as an outgrowth
of  its  leadership  in  the  development  and  sale  of  aluminum  scaffolding.
UpRight sells its products  through an extensive  network of North  American and
international  equipment  dealers  and  rental  companies.  UpRight's  customers
rent,  and to a lesser  degree sell,  its aerial work  platforms to end users in
construction, commercial, industrial and institutional markets.

     On  June  12,  2001,   UpRight,   Inc.  filed  a  voluntary   petition  for
reorganization  under Chapter 11 of the Federal  Bankruptcy Laws. The Chapter 11
case is  administered  by the United  States  Bankruptcy  Court for the  Eastern
District of California, Fresno Division. UpRight, Inc. is operating its business
as debtor-in-possession  which requires certain of its actions to be approved by
the bankruptcy court.  UpRight intends to submit a plan of reorganization to the
bankruptcy  court.  Discussions with debt holders and other creditors of UpRight
are in the  preliminary  stages and there can be no assurance  that an agreement
regarding a reorganization will be reached.


Products

     UpRight's  aerial  work  platform  product  mix  consists  of  three  major
categories of equipment: scissor lifts, boom lifts, and portable lifts.

     Scissor Lifts.  Self-propelled scissor lifts feature work platforms mounted
on top of scissor-type or other vertical lifting mechanisms, which, in turn, are
mounted on mobile,  four-wheel  chassis.  These  machines are designed to permit
workers to position themselves and their tools and materials safely,  easily and
quickly in elevated work areas.  They can be maneuvered  forward or backward and
steered in any  direction by the  operator  from the work  platform,  even while
elevated.  The uses and  applications  for scissor  lifts are varied and include
non-residential  construction,   warehousing,   renovations  and  retooling  and
maintenance of  manufacturing  plants and  institutional  facilities.  Equipment
Manufacturers   Institute  (EMI)  data  indicates  that  industry  shipments  of
self-propelled  scissor lifts increased from approximately  11,300 units in 1990
to  approximately  66,200 units in 2001,  representing a compound  annual growth
rate of 19% during this period.

     UpRight offers scissor lifts with maximum  platform heights ranging from 12
feet to 50 feet; and platform sizes ranging from 2.4 by 3.4 feet, to 5.8 by 19.3
feet.  Rated lift  capacities  range from 500 to 2,000  pounds.  UpRight  offers
scissor lifts powered by electric motors; gasoline,  diesel, or propane engines;
or a combination  of diesel and electric  power  (bi-energy).  Several  internal
combustion engine powered models are available with four-wheel drive. Dealer net
prices,  for  UpRight's  standard  models,  range from  approximately  $7,500 to
$50,000.  Scissor lifts contributed 70%, 49%, and 56% of the Company's  revenues
for fiscal years 2001, 2000, and 1999 respectively.

     Boom Lifts.  Boom lifts are  especially  useful for reaching over machinery
and  equipment  that is  mounted  on  floors  and for  reaching  other  elevated
positions not easily accessed by other vertical lifting devices.  Self-propelled
boom lifts may be maneuvered in a manner similar to scissor lifts.  In addition,
the boom may be rotated up to 360 degrees in either  direction.  Boom lifts have
smaller  platforms and less lifting  capacities than larger scissor lift models.
In addition to  applications  similar to scissor lifts,  boom lifts are used for
infrastructure construction,  petroleum and chemical refineries, as well as ship
construction,  repair and maintenance.  Equipment  Manufacturers Institute (EMI)
data indicates that industry  shipments of  self-propelled  boom lifts increased
from  approximately  4,100 units in 1990 to approximately  29,400 units in 2001,
representing a compound annual growth rate of 22% during that period.

     In 1997 UpRight  introduced  its first line of  self-propelled  boom lifts.
Maximum  platform  heights  range from 46 to 80 feet,  with outreach of up to 72
feet. Boom lifts are offered with electric motors; gasoline,  diesel, or propane
engines;  or a combination  of diesel and electric  power  (bi-energy).  Several
internal  combustion  engine powered models are available with four-wheel drive.
Dealer net prices,  for  UpRight's  standard  models,  range from  approximately
$38,000 to $108,000.  Boom lifts  contributed  17%, 13% and 10% of the Company's
revenues for fiscal years 2001, 2000 and 1999 respectively.

     Portable  Lifts.  Portable  lifts consist of a work platform  attached to a
telescopic  mast  that  extends  vertically,  which  in  turn  is  mounted  on a
push-around  base. These machines,  while in their retracted  position,  can fit
through  standard door  openings and can be loaded into a standard  pickup truck
for  ease in  transport.  Applications  for  this  class  of  equipment  include
institutional  and  commercial  maintenance,  distribution  and retail  centers,
airports and public buildings, places of worship and entertainment facilities.

     UpRight offers portable lifts with maximum platform heights ranging from 20
feet to 40 feet.  These  models  are  available  in either  battery  or AC power
configurations.  Current dealer net prices, for UpRight's standard models, range
from approximately $3,400 to $6,600.  Revenue from portable lifts in fiscal year
2001 was $3.4 million, representing approximately 3 % of the Company's revenue.

Product Development Strategy

     UpRight's  growth  strategy has included  developing new products to access
fast growing  complementary  product  segments.  In keeping with this  strategy,
UpRight's  core scissor lift line was broadened to include  self-propelled  boom
lifts.  UpRight also developed a line of telescopic  material handlers.  UpRight
introduced models in the two largest North American  telescopic  handler product
segments in the second half of fiscal year 2000.  These  machines can lift up to
8,000 pounds as high as 42 feet.

     Telescopic  material handlers are rough terrain vehicles used to transport,
lift and position materials between ground locations and vehicles,  and overhead
locations.  North American residential and non-residential  building contractors
typically  utilize this  equipment to handle a wide range of building  materials
and components.  In addition, the availability of multiple attachments increases
the versatility and  applications  for these machines.  Many of UpRight's aerial
work  platform  customers  also  sell and  rent  telescopic  material  handlers.
According to industry  estimates,  shipments of telescopic  material handlers in
North  America  grew from  approximately  2,400  units in 1990 to  approximately
12,000 units in 2001,  representing a compound  annual growth rate of 17% during
such period.

     UpRight   has   invested   significantly   in   product   development   and
diversification,  including  improvement  of  existing  products.  Research  and
development  expenses of UpRight have been $5.0  million,  $5.8 million and $8.7
million for fiscal years 2001, 2000 and 1999, respectively.  Product development
activity  decreased in fiscal year 2001 following the introduction of telescopic
material handlers in fiscal 2001.

Marketing and Distribution

     UpRight sells its products  through an extensive  network of North American
and international equipment dealers and rental companies, including Horizon. For
fiscal year 2001,  approximately 52% of UpRight's revenue was generated by sales
to customers  outside of North America,  principally in Europe,  which UpRight's
management   believes  is  among  the  highest   percentages   of  revenue  from
international sales of any aerial work platform manufacturer.

     With a high percentage of the Company's products manufactured in the United
States and sold in international markets, the Company's earnings are affected by
fluctuations in the value of the U.S. dollar, as compared to foreign  currencies
resulting  from  transactions  in foreign  markets.  In  addition  to the direct
effects of changes in exchange  rates,  which are a changed  dollar value of the
resulting  sales,  changes in exchange  rates also affect the volume of sales or
the foreign  currency sales price as  competitors'  services become more or less
attractive.

     UpRight's  customers  rent,  and to a lesser  degree sell,  its aerial work
platforms to end users in construction, commercial, industrial and institutional
markets.  These  distributors also provide service support for UpRight machines.
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.

     The  primary  customers  for aerial work  platforms  are  equipment  rental
companies.  Over the past several  years,  the North American  equipment  rental
industry  has  undergone  significant   consolidation.   Large  national  rental
companies  have  acquired  a  number  of  UpRight's  customers.   The  increased
bargaining  power  of  the   consolidators  has  resulted  in  concessions  from
manufacturers,  including lower equipment prices,  extended financing terms, and
increased  finished  goods  inventory  to meet rapid  delivery  requirements  of
customers. Management believes that UpRight's international diversification make
the  Company  less  dependent  on the  business  of the  large  national  rental
companies than many of its competitors.

     During fiscal years 2001, 2000 and 1999,  UpRight's ten largest  customers,
other than Horizon,  together  accounted for  approximately  63%, 52% and 45% of
UpRight's revenue, respectively.  During fiscal year 2001, only one of UpRight's
customers  accounted  for more than 10% of the  Company's  revenue.  UpRight  BV
accounted for 41.7% of UpRight's  revenue and 42.8% of the Company's revenue for
fiscal year 2001.  Equipment sold to UpRight BV is subsequently  sold to dealers
throughout Europe.

Manufacturing

     UpRight's primary manufacturing facility and headquarters are in Selma, CA.
Scissor lifts, portable lifts, and aluminum scaffolding are manufactured at this
32-acre  site.  Production  volumes  grew in early FY01,  although  efficiencies
remained low. About  mid-year,  programs  centered  around Gross Margin Recovery
program  identified  projects which quickly showed  improvement in both capacity
and hours per unit.  Operations were  reorganized  around work functions  rather
than product lines,  and optimal shop loading and set up times were beginning to
be approached.

     The UpRight boom manufacturing plant in Madera, CA, about 40 miles north of
Selma,  was opened in December 1998.  This plant was built to produce  UpRight's
expanding line of self-propelled  boom lifts and telescopic  material  handlers.
The complex is over 300,000 square feet of manufacturing  and office space on 38
acres.  Production at this facility continued into the beginning of fiscal 2001,
then slowed along with the rest of the  industry and the general  economy in the
fall of 2000.  Many workers were shifted to the Selma  factory site where demand
continued  stronger.  Slowing boom sales  continued to require lower  production
volumes at Madera which also negatively impacted productivity. Efficiencies were
also  impacted,  beginning  in  December,  by delayed  vendor  parts  deliveries
resulting from UpRight's inability to keep payables current.

Material and Supply Arrangements

     UpRight obtains raw materials,  principally  steel and aluminum,  and other
component  parts,  most  notably  engines,  electric  motors,  tires,  bearings,
electronics and hydraulic components,  and supplies from third parties. Although
alternative  suppliers  are  available  for all raw  materials  and  components,
UpRight could experience  delays in obtaining  components  meeting the requisite
specifications from alternative  suppliers in the event a principal supplier was
unable to supply a  particular  component.  UpRight  seeks to manage the risk of
unavailability  of  key  components  and  raw  materials  through  supply  chain
management initiatives including supplier certification.

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. In
particular,  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 often for tools and materials.

     UpRight  competes  in the aerial  work  platform  industry  primarily  with
several other manufacturers,  including JLG Industries ("JLG"), Genie Industries
("Genie"),  Skyjack Inc. ("SkyJack"),  Pinguely-Haulotte,  OmniQuip Textron, and
Terex  Corporation.  These  companies  compete on the basis of product  quality,
price, financing,  delivery, and sales and service support.  Management believes
JLG and Genie each have over 30% share of the aerial work platform market,  over
twice the share of the nearest competitor.

     Management  believes  that  UpRight's  scissor  lift  product  line  is  as
extensive as that of any other  manufacturer  in the industry,  placing  UpRight
among the top four scissor lift manufacturers worldwide.  Since the introduction
of its first boom product line in 1997, UpRight has deepened its boom offerings,
targeting  high  demand  product   segments.   However,   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. For
example, OmniQuip Textron is part of Textron Inc.

Employees

     UpRight  had 53  persons  employed  as of July 1, 2001.  None of  UpRight's
employees is subject to collective bargaining agreements.

<PAGE>


Item 2. Properties.

     The Company  maintains  its corporate  and  administrative  offices at 1775
Park Street, Selma, California 93662, telephone (559) 891-5594.

     UpRight  maintains its  headquarters  and  manufacturing  operations at its
owned facilities at 1775 Park Street, Selma,  California 93662,  telephone (559)
891-5200.  UpRight has approximately  335,000 square feet of manufacturing space
at its Selma, California facility,  where it manufactures all of the scissor and
portable lift  products.  UpRight has a 325,000 square foot facility in Madera,
California, where it manufactures boom lifts and telescopic material handlers.


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

Item 3. Legal Proceedings.

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

     There are  various  claims  and  litigation  pending  against  UpRight  for
personal injury and property  damage arising out of incidents  involving the use
of UpRight  products.  The  Company  believes  that  litigation  of this type is
common in the  business  of UpRight  and for other  manufacturers  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,  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  potential  exposure  to product  liability  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  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.
Product  liability  costs  incurred  by  the  Company,  including  premiums  and
self-insurance  retention  payments for legal  judgments and  settlement  costs,
for fiscal years 2001,  2000 and 1999  approximated  1.1%,  (0.3%),  and 0.2% 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 or  UpRight.  There is no  material  litigation  currently
pending  against  the  Company  or  UpRight.  None  of  the  litigation  pending
against  UpRight is expected to have a material  adverse effect on the Company's
financial  condition,  results of operations or liquidity.  In October,  2000, a
judgement against the Company  regarding a traffic accident  involving a Horizon
employee.  The judgement  exceeded Horizon's  insurance limits,  with the excess
owed by the Company.  At July 1, 2001,  the Company owed $4.7 million,  which is
payable on October 31, 2001.
<PAGE>

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

     None.



<PAGE>
                                    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 Management's  Discussion  and Analysis
of  Financial  Condition  and  Results  of   Operations Liquidity   and  Capital
Resources."

<PAGE>
<TABLE>
<CAPTION>

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.

                                                                       FISCAL YEAR ENDED

                                                               July 1,      June 25,    June 27,     June 29,    June 29,
                                                                2001         2000        1999        1998        1997
                                                                          (Amounts in thousands)
<S>                                                            <C>          <C>         <C>         <C>          <C>

Operating Statement Data:
Revenue (1)                                                    $127,657     $175,471    $123,087    $116,072     $95,589
Cost of revenue                                                 146,370      155,194      91,841      80,595      64,574
                                                              ---------     --------    --------    --------     -------
Gross profit (loss)                                            (18,713)       20,277      31,246      35,477      31,015
Research and development expenses                                 4,987        5,816       8,691       5,952       4,281
Product liability costs                                           1,441        (773)         351       2,807       3,115
Impairment of long-lived assets                                  31,284         ----        ----        ----        ----
Selling, general, and administrative expenses                    25,068       22,693      17,115      12,526       9,141
                                                              ---------     --------    --------    --------     -------
Operating income (loss) from continuing operations              (81,493)      (7,459)      5,089      14,192      14,478
Interest expense, net                                            15,158       13,680       7,802       7,074       2,113
Other expense, net                                                  355        1,155         235          47        ----
                                                              ---------     --------    --------    --------     -------
Income (loss) from continuing operations before Provision
(benefit) for Income taxes                                      (97,006)     (22,294)     (2,948)      7,071      12,365
Provision (benefit) for income taxes                              5,075       (9,332)     (1,338)      1,635       4,637
                                                              ---------     --------    --------    --------     -------
Income (loss) from continuing operations                       (102,081)     (12,962)     (1,610)      5,436       7,728
Income (loss) from discontinued operations
   Horizon High Reach                                               446         (371)      1,813       2,223       2,234
Loss on sale of Horizon High Reach                               (3,457)         ----        ----       ----        ----
Net income (loss)                                             $(105,092)     $(13,333)      $203      $7,659      $9,962
                                                              ---------     ---------   --------    --------     -------
Balance Sheet Data:
Cash and cash equivalents                                         2,377        3,295      13,328      63,669      77,345
Working Capital                                                (43,561)       47,503      54,709      88,490      98,835
Total assets                                                     77,103      259,177     224,020     196,659     167,825
Debt                                                             78,333      194,334     150,606     124,127     113,884
Debt, subject to compromise                                      49,572         ----        ----        ----        ----
Stockholder's equity (deficit                                  (90,032)       15,060      28,393      34,690      27,031

Other Data:
EBITDA, from continuing operations (2)                        $(72,112)       ($394)      $9,246     $16,520     $16,723
(1)
</TABLE>


<PAGE>

(1) The following details UpRight's, and the company's revenue, and
    the elimination of  inter-company  sales related to Horizon (sold by the
    Company to United Rentals, Inc, as described in Item 1) and W.R. Carpenter
    North America for fiscal years 2001, 2001, 2000, 1998 and 1997:

<TABLE>
<CAPTION>

                          Fiscal Year Ended

                                 July 1,  June 25,   June 27,   June 29,   June 29,
                                 2001      2000       1999        1998       1997
                               --------   --------   --------   --------   --------
                                               (Amounts in thousands)

<S>                             <C>       <C>        <C>        <C>        <C>
UpRight                        $130,957   $191,895    $153,875  $137,975    $110,471
W.R. Carpenter North America      2,077       ----        ----      ----        ----
Inter-company sales              (5,377)   (16,424)    (30,788)  (21,903)    (14,882)
                               --------   --------    --------  --------    --------
                               $127,657    $175,471   $123,087   $116,072    $95,589
</TABLE>


(2)  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>

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

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. Further,
on June  12,  2001,  the  Company's  only  subsidiary,  UpRight,  Inc.,  filed a
voluntary petition for reorganization under Chapter 11 of the Federal Bankruptcy
Laws.  These  conditions,  among  others,  raise  substantial  doubt  about  the
Company's  ability  to  continue  as a  going  concern  which  contemplates  the
realization  of assets and  payment of  liabilities  in the  ordinary  course of
business.

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  (until  its  recent  sale to United  Rental,  Inc.)
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  transactions  between  UpRight and Horizon were
conducted on an  arm's-length  basis.  UpRight sold equipment to Horizon for the
same price it would otherwise charge a comparable distributor. Horizon purchased
equipment  from UpRight,  as well as from other major  manufacturers,  including
certain  models and product  lines that may be produced by UpRight.  The Company
has continued the  distributor/supplier  relationship between the two companies.
Sales to Horizon  accounted  for  approximately  2%,  9%,  and 20% of  UpRight's
revenue for fiscal years 2001, 2000 and 1999,  respectively.  UpRight  maintains
and Horizon maintained  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.

     Demand  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,  and may at times change dramatically.
The Company  expects  the aerial  work  platform  industry  will  continue to be
dependent upon North American  construction  and industrial  activity,  although
international sales increasingly comprise a greater proportion of total industry
revenues. The Company believes that UpRight has among the highest percentages of
revenue from international sales of any aerial work platform  manufacturer,  and
that this  diversification may help mitigate the impact of cyclical downturns in
North America.


<PAGE>


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

<TABLE>
<CAPTION>


                                        Fiscal Year Ended

                              July 1, 2001    June 25, 2000    June 27, 1999
                              ------------    -------------    -------------
                                           (Amounts in millions)

<S>                           <C>    <C>      <C>   <C>         <C>    <C>
United States, Canada,
  Latin America               $60.2   47.5%    $63.4   36.1%    $54.9   44.6%
Europe                         64.3   50.0%    104.3   59.4%     64.3   52.2%
Pacific Rim                     3.2    2.5%      7.8    4.5%      3.2%   3.9
                              -----  -----     -----   ----     -----  -----
                              127.7  100.0%   $175.5  100.0%   $123.1  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

                                                           July 1, 2001             June 25, 2000         June 27, 1999
                                                         ------------------       -----------------     -----------------
                                                                       (Amounts in thousands)
<S>                                                      <C>         <C>          <C>        <C>         <C>    <C>
Revenue                                                  $127,657    100.0%       $175,471   100.0%      $123,087  100.0%
Cost of revenue                                           146,370    114.6%        155,194    88.4%        91,841   74.6%
                                                         --------    -----        --------   -----       --------  -----
Gross profit (loss)                                       (18,713)   (14.6%)        20,277    11.6%        31,246   25.4%
Operating expenses.......                                  62,780     49.2%         27,736    15.8%        26,157   21.3%
                                                         --------    -----        --------   -----       --------  -----
Operating income (loss) from continuing operations        (81,493)   (63.8%)        (7,459)   (4.2%)        5,089    4.1%
Interest expense, net                                      15,158     11.9%         13,680     7.8%         7,802    6.3%
Other  expense, net                                           359      0.3%          1,155     0.7%           235    0.2%
Provision (benefit) for Income taxes                        5,075      4.0%         (9,332)   (5.3%)       (1,338)  (1.1%)
                                                         --------    -----        --------   -----       --------   ----
Loss from continuing operations                          (102,081)   (80.0%)       (12,962)   (7.4%)       (1,610)  (1.3%)
Income (loss) from discontinued operations                    446      0.4%           (371)   (0.2%)        1,813    1.5%
Loss on sale of Horizon High Reach                         (3,457)    (2.7%)          ----                   ----
                                                         --------    -----        --------   -----       --------   ----
Net income (loss                                        $(105,092)   (82.3%)      $(13,333)   (7.6%)         $203    0.2%
EBITDA, continuing operations                            $(72,112)    (56.5%)        $(394)   (0.2%)       $9,246    7.5%
Depreciation &  amortization                                9,381                    7,183                 4,157

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                     Consolidating Statement of Operations
                                 (In thousands)
                                  (Unaudited)
                          12 MONTHS ENDED JULY 1, 2001

                                            Company   UpRight    Eliminations    Consolidated
                                          ---------------------------------------------------
<S>                                         <C>       <C>          <C>           <C>
Revenue                                      2,077     130,957      (5,377)       127,657

Gross loss                                    (325)    (18,388)                   (18,713)
                                            ------     -------     -------       --------
    % of Revenues                           (15.6%)     (14.0%)                     (14.7%)

Operating expenses
    Selling, general and administrative     $5,162      19,906                     25,068
    Product Liability                                    1,441                      1,441
    Impairment of long-lived assets                     31,284                     31,284
    Research and development                     2       4,985                      4,987
                                            ------     -------      -------       -------
        Total Operating Expenses             5,164      57,616                     62,780

Loss from continuing operations            $(5,489)   $(76,004)                  $(81,493)
           % of  Revenues                   (264.3%)    (58.0%)                    (63.8%)
</TABLE>
<TABLE>
<CAPTION>


                     Consolidating Statement of Operations
                                 (In thousands)
                                  (Unaudited)
                         12 MONTHS ENDED JUNE 25, 2000

                                            Company   UpRight    Eliminations    Consolidated
                                           -----------------------------------------------------------
<S>                                        <C>       <C>          <C>             <C>
Revenue                                       ---     191,895     (16,424)        175,471

Gross profit                                  ---      18,893       1,384          20,277
                                            ------    -------     -------         -------
     % of Revenues                            ---        9.8%      (8.4%)           11.6%

Operating expenses
     Selling, general and administrative     5,008     17,620        (65)         22,693
     Product Liability                                   (773)                       (773)
     Impairment of long-lived assets                     ----                        ----
     Research and development                           5,816                       5,816
                                            ------    -------     -------         -------
           Total Operating Expenses          5,008     22,663        (65)         27,736

Income (loss) from continuing operations   $(5,008)   $(3,770)     $1,319         $(7,459)
           % of  Revenues                               (2.0%)      (8.0%)          (4.3%)
</TABLE>
<PAGE>


Fiscal Year Ended July 1, 2001 Compared to Fiscal Year Ended June 25, 2000

     Revenue  decreased  by 27.2% to $127.7  million  in  fiscal  year 2001 from
$175.5  million in fiscal  year 2001.  The  decrease in revenue is mainly due to
reduced levels of sales of equipment to dealers, primarily in Europe.

     Gross  loss for fiscal  year 2001 was $18.7  million,  a decrease  of $39.0
million  from gross profit of $20.3  million for fiscal year 2000.  Gross margin
decreased to a negative  14.7% in fiscal year 2001 compared to a positive  11.6%
in fiscal  year  2000.  The  decline in gross  profit  during  fiscal  year 2001
compared  to fiscal  year 2000 is  primarily  a result of:  (1) a $12.1  million
inventory  reserve  related to  discontinued  product lines and excess levels of
inventory (2)  significant  pricing  pressures  experienced  by UpRight  coupled
with a change in the sales mix of equipment,  resulting in lower gross  margins,
(3) a $2.3  million  one-time  charge  related to the write down of inventory at
an  affiliated  European  distribution  company,  (4) a  $1.2  million  one-time
charge  related to  inventory  and  manufacturing  inefficiencies  at  UpRight's
plants,   and  (5)   manufacturing   inefficiencies   brought   on  by   delayed
materials/parts  shipments  by  vendors  due  to  delayed  payments by UpRight
in  January through  mid-February  and  April  through  the time of filing  for
a  voluntary petition for  reorganization  under Chapter 11 of the Federal
Bankruptcy Laws on June 12, 2001 by UpRight.

     Operating  expenses,  consisting  of selling,  general  and  administrative
expense  (SG & A),  product  liability  and  research,  development  expense and
impairment of long-lived assets, were $62.8 million in fiscal year 2001 compared
to $27.7 million for fiscal year 2000. SG & A expenses increased by $2.4 million
to $25.1 million in fiscal year 2001 compared to fiscal year 2000.  The increase
in SG & A expenses is  primarily  due to: (1) an increase in bad debt reserve of
$4.9 million to cover  slow/non-paying  domestic and European  customers,  (2) a
$1.6 million  one-time  charge  related to marketing  support costs for European
dealers,  (3) $0.5 million charge related to a sales tax audit,  (3) a reduction
of $1.0 million in  management  fees in fiscal year 2001 compared to fiscal year
2000 (4) a reduction of costs at UpRight as a result of headcount reductions and
other cost saving  measures.  As a percentage  of revenue,  SG & A expenses were
19.6% in fiscal  year 2001  compared  to 12.9% for  fiscal  year  2000.  Product
liability  expense  was $1.4  million  in fiscal  year 2001  compared  to $(0.8)
million  in  fiscal  year  2000,  due  to  an  increase  in  product   liability
expenditures.  Research and development  expenses for fiscal year 2001 were $5.0
million,  compared to $5.8 million in fiscal year 2000.  An  impairment  loss of
$31,284 has been  recognized as management  of UpRight has  determined  that its
planned future operations will not generate cash flow that equals or exceeds the
carrying  value of its two  manufacturing  plants and related  facilities.  As a
result,  the carrying values of its two manufacturing  plants,  customer support
and administrative  facilities, and machinery and equipment have been reduced to
fair values.

     Interest  expense,  net of interest income,  increased to $15.2 million for
fiscal  year  2001  from  $13.7  million  for  fiscal  2000,  due  primarily  to
increased borrowings at UpRight.

     Income tax for fiscal  year 2001 was an  expense of $5.1  million  compared
to a benefit of $9.3  million  for fiscal  year 2000.  The  Company's  effective
tax rate was 5.2% for  fiscal  year 2001  compared  to a minus  41.9% for fiscal
year 2000.  The income tax  expense  for fiscal  year 2001  reflects a reduction
in deferred tax assets due to FAS 109 requirements.

     Income from discontinued  operations,  net of income taxes, for fiscal year
2001 was $0.4 million compared to a loss from  discontinued  operations,  net of
income  taxes,   of  $0.4  million  for  fiscal  year  2000.   The  income  from
discontinued  operations  reflects the operations of Horizon,  which was sold to
United on September  29, 2000.  The  effective  date of this sale for  financial
reporting  purposes  was July 31,  2000.  The  loss on sale of  Horizon,  net of
income taxes,  was $3.5 million,  reflecting  final  adjustments to the purchase
price of Horizon by United and  charges  related to the  discount on the sale of
a United Promissory Note.

     Net  loss  for  fiscal  year  2001  was  $105.1  million,  representing  an
increase  of $91.8  million  from the net loss of $13.3  million for fiscal year
2000, as a result of the factors described above.

Fiscal Year Ended June 25, 2000 Compared to Fiscal Year Ended June 27, 1999

     Revenue  increased  by 42.6% to $175.5  million  in  fiscal  year 2000 from
$123.1  million  in  fiscal  year  1999.  The  increase  of  $52.4  million  was
primarily  attributable  to  increased  revenue  from sales of new  equipment to
Europe and domestically.

     Gross  profit for fiscal year 2000 was $20.3  million,  a decrease of $10.9
million  over gross profit of $31.2  million for fiscal year 1999.  The decrease
in gross  profit is  attributable  to lower gross  margins,  which  decreased to
11.6% for fiscal  year 2000  compared  to 25.3% for the  previous  fiscal  year.
The  decline  in  gross   profit  is   primarily   a  result  of   manufacturing
inefficiencies  at UpRight  due to:  (1)  ramp-up  of  production  at the Madera
facility,  particularly  relating to the  inexperienced  work force and the need
to  increase  the size of the work force in the first half of the fiscal year in
anticipation  of higher  production  levels  in the  second  half of the  fiscal
year;  (2) low volume of  production  at the Madera  facility due to slower than
anticipated  boom sales;  (3) delays in bringing  on-line  the  continuous  flow
paint  facility in Madera,  which only became  operational  on all lines late in
the  second  quarter;  (4) parts  shortages,  primarily  the  result of  certain
vendors'   inability  to  supply  quality  parts  on  time,  as  well  as  parts
availability   problems  resulting  from  changes  which  were  initiated  while
attempting  to improve the inventory  management  process and  performance;  and
(5)  inefficiencies  at the Selma facility in producing to the higher production
levels  in  the  six  months   ended  June  25,  2000.   In  addition,   UpRight
experienced pricing pressures in the second, third and fourth quarters.

     Operating  expenses,  consisting  of selling,  general  and  administrative
expenses,  product  liability and research and  development  expenses were $27.7
million  for fiscal  year 2000  compared  to $26.2  million  for the same period
last  year.  SG & A  expenses  increased  by $5.6  million  to $22.7  million in
fiscal  year  2000  compared  to  fiscal  year  1999.  The  increase  in  SG & A
expenses is primarily  due to increased  marketing and  administrative  costs at
UpRight,  which are required to support the increased  manufacturing capacity of
UpRight  following  the  ramp-up  of  production  at the Madera  facility.  As a
percentage  of  revenue,  SG & A  expenses  were  12.9%  for  fiscal  year  2000
compared  to 13.9% for fiscal year 1999.  Product  liability  expense  decreased
by $1.1  million in fiscal  year 2000  compared  to fiscal  year 1999,  due to a
decrease in product liability  reserves,  determined  through analytical review.
Research  and  development  expenses for fiscal year 2000 were $5.8  million,  a
decrease  of $2.9  million  compared  to  fiscal  year  1999.  The  decrease  in
research and  development  expenses is primarily  related to reduced new product
development  following the  introduction of the additional boom lift products in
fiscal 1999, as well as $0.3 million which had  previously  been  expensed,  but
was subsequently recovered as a result of a favorable sales tax ruling.

     Interest  expense,  net of interest income,  increased to $13.7 million for
fiscal  year 2000 from $7.8  million  for fiscal  year 1999 due  primarily  to a
decrease in  interest  income  related to lower cash  balances at the Company as
well as increased borrowings at UpRight.

     Income  taxes in fiscal year 2000 were a benefit of $9.3  million  compared
to a benefit of $1.3  million in fiscal  year  1999.  The income tax  benefit is
primarily due to losses in fiscal year's 2000 and 1999.

     Loss from  discontinued  operations,  net of income taxes,  for fiscal year
2000 was $0.4 million compared to income from  discontinued  operations,  net of
income  taxes,   of  $1.8  million  for  fiscal  year  2000.   The  income  from
discontinued operations reflects the operations of Horizon.

     Net loss for fiscal year 2000 was $13.3  million,  representing  a
decrease  of $13.5  million  from net  income of $0.2  million  for the
previous fiscal year, as a result of the factors described above.



Liquidity and Capital Resources

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

     The Company meets its liquidity  needs through  internally  generated funds
and finance facilities available to its subsidiary, UpRight, and cash balances.

     On  June  12,  2001,   UpRight,   Inc.  filed  a  voluntary   petition  for
reorganization  under Chapter 11 of the Federal  Bankruptcy Laws. The Chapter 11
case is  administered  by the United  States  Bankruptcy  Court for the  Eastern
District of California, Fresno Division. UpRight, Inc. is operating its business
as debtor-in-possession  which requires certain of its actions to be approved by
the bankruptcy court.  UpRight intends to submit a plan of reorganization to the
bankruptcy  court.  Discussions with debt holders and other creditors of UpRight
are in the  preliminary  stages and there can be no assurance  that an agreement
regarding a reorganization will be reached.

   The  Company's  cash  balance  as of July 1,  2001 was $2.4  million.  This
cash is  used  for  general  corporate  purposes.  UpRight's  revolving  line of
credit from a major  financial  institution of $20.0 million matured on February
15,  2001.  As of July 1,  2001,  UpRight  had  utilized  $20.0  million  of its
revolving line of credit.  All of Horizon's  facilities  were  terminated at the
time of sale to United.

     The  Company's  working  capital was $(43.6)  million and $47.5  million at
July 1, 2001 and June 25, 2000,  respectively.  The decrease in working  capital
during  the  fiscal  year is  mainly  due to:  (1) the  reclassification  of the
Senior  subordinated  notes payable  ($78.3  million) from long-term to current,
due a default of the note  indenture  agreement,  (2) a decrease in inventory of
$26.6 million,  of which $12.1 million is the result of additional  reserves due
to discontinued  product lines and excess inventory,  (3) a decrease in accounts
receivable  of $22.6  million,  of which $4.9 million is due to  additional  bad
debt reserves and (4) the  reclassification  of pre-petition  accounts  payable,
accrued  expenses and current  portion of long-term debt to liabilities  subject
to compromise.

     The  Company's  outstanding  debt at July 1,  2000  was  $78.3  million  of
Senior  subordinated  notes and $49.6  million  of debt  subject  to  compromise
compared to $194.3 million at June 25, 2000.  The decrease in  outstanding  debt
is primarily due to the  repurchase of $26.5 million of the Senior  Subordinated
Notes Payable,  as well as the sale of Horizon.  Cash and cash  equivalents were
$2.4 million and $3.3 million at July 1, 2001 and June 25, 2000, respectively.

     Net cash used by  operating  activities  was $16.2  million in fiscal  year
2001  compared to net cash used by  operating  activities  of $36.2  million for
fiscal year 2000. The  improvement  in net cash used by operating  activities of
$20.0  million is primarily  related to: the decrease in accounts  receivable of
$53.2  million  during  fiscal  year 2001  compared  to fiscal  year  2000,  the
decrease in inventory of $36.8 million,  the impairment of long-lived  assets of
$31.3 million,  the decrease in deferred income taxes of $13.9 million,  a $10.0
million decrease in prepaid  expenses and other assets,  partially offset by the
increase  in the net loss in fiscal  year  2001  compared  to  fiscal  year 2000
which  accounted for $91.8 million,  a decrease in accounts  payable and accrued
expenses,  net of  liabilities  subject to  compromise of $28.7  million,  and a
decrease in depreciation  and  amortization of $8.6 million,  due to the sale of
Horizon,   effective  July,  2000.  The  decrease  in  accounts   receivable  is
attributable  to  smaller  volume of sales in  fiscal  2001  compared  to fiscal
2000,  the sale of Horizon and an  additional  UpRight's  $4.9  million bad debt
reserve.  The  decrease  in  inventory  is due  to the  sale  of  Horizon  and a
reduction in inventory at UpRight,  partially due to a $12.1  million  inventory
reserve  related to  discontinued  product  lines and excess  inventory  levels.
The  impairment  of long-lived  assets is for plant and equipment  which will no
longer be used in the  business or will be written  down to fair  market  value.
The  decrease  in  deferred  income  taxes  is  due to FAS  109,  regarding  the
doubtfulness  of the ability to recover the  deferred  tax asset.  The  decrease
in prepaid expenses and other assets is due primarily to a  reclassification  of
income  tax  benefits  to other,  net.  The  decrease  in  account  payable  and
accrued  expenses  is due  primarily  to  the  reclassification  to  liabilities
subject to compromise and as a result of the sale of Horizon.

     Net cash  provided  by  investing  activities  was $32.3  million in fiscal
year 2001  compared to net cash used by investing  activities  in fiscal 2000 of
$18.4  million.  The change in net cash  provided  compared  to net cash used by
investing  activities  resulted  primarily  from  the  sale of  Horizon  (rental
fleet),  as well as a decrease in cash used for the purchase of property,  plant
and  equipment,  which  totaled  $9.0  million for fiscal year 2001  compared to
$26.7  million for fiscal year 2000.  Net cash used by investing  activities  in
fiscal  year 2000 was to  acquire  and build  facilities  for  Horizon,  buy new
manufacturing  equipment for UpRight's Selma and Madera,  California  facilities
and upgrade Horizon's rental fleet.

     Net cash used by  financing  activities  was $17.0  million in fiscal  year
2001  compared to net cash  provided of $44.5  million in fiscal year 2000.  The
change in net cash used  compared to net cash  provided by financing  activities
is  primarily  due to the payoff of  Horizon's  debt of $37.7 at the time of its
sale to United  during fiscal year 2001,  compared to the  borrowings by Horizon
of  $29.2  million  during  fiscal  year,  the  repurchase  of a total  of $26.5
million of Senior  Subordinated  Notes  Payable in December,  2000 and February,
2001 by the  Company,  a $6.0 million  repayment in July,  2000 by UpRight for a
manufacturing  equipment  facility,  and a $4.0  million  repayment  in October,
2000 by UpRight of a real estate related facility.

    The Company has historically  relied on cash on hand,  internally  generated
funds and amounts  available to UpRight under its revolving  credit  facility to
satisfy its operating cash  requirements  and planned capital  expenditures.  It
is likely,  however,  that the Company may require  additional  capital  through
borrowings and equity to fund the working capital  requirements  associated with
the  continued  operations of the  business.  The aerial work platform  industry
is cyclical in nature and, due to a current and anticipated  continued  slowdown
in demand  generally in the industry,  the Company  expects an adverse impact on
the level of  UpRight's  revenues.  In  addition,  UpRight's  revolving  line of
credit from a major financial institution matured on February 15, 2001.


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.



<PAGE>


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

     The  Company  is exposed to market  risk from  changes in foreign  currency
exchange  rates,  which  could  affect its  future  results  of  operations  and
financial   condition.   The  Company   manages  its  exposure  to  these  risks
principally through its regular operating and financing activities.

     The  Company  manufactures  its  products  in the  United  States and sells
these  products in that  market as well as  international  markets,  principally
Europe.  As a result  of the  sales of its  products  in  foreign  markets,  the
Company's  earnings  can be  affected by  fluctuations  in the value of the U.S.
dollar,  as  compared  to foreign  currencies  resulting  from  transactions  in
foreign  markets.  In  addition,  changes in exchange  rates may also affect the
volume of sales or the foreign  currency  sales price as  competitors'  services
become more or less attractive.


<PAGE>
<TABLE>
<CAPTION>



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


                   Index to Consolidated Financial Statements

                                                                  Page
                                                                 Number
<S>                                                                        <C>

Independent Auditors' Report on Consolidated Financial Statements           19

Consolidated Balance Sheets - July 1, 2001 and June 25, 2000                20

Consolidated Statements of Operations - Years ended July 1, 2001,
    June 25, 2000 and June 27, 1999                                         21

Consolidated Statements of Stockholder's Equity (Deficit) - Years Ended
    July 1, 2001, June 25, 2000 and June 27, 1999                           22

Consolidated Statements of Cash Flows - Years Ended July 1, 2001,
    June 25, 2000 and June 27, 1999                                         23

Notes to Consolidated Financial Statements                                  24-39

Consolidated Financial Statements Schedules:

Schedule II - Valuation and Qualifying Accounts                             40
</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>


INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  consolidated  balance  sheets  of W.R.  Carpenter  North
America,  Inc.  and  subsidiaries  as of July 1, 2001 and June 25,  2000 and the
related  consolidated  statements of operations,  stockholder's equity (deficit)
and cash  flows for each of the three  years in the  period  ended  July 1, 2001
and the related financial  statement  schedule listed in the accompanying  index
at  item  8.  These  consolidated  financial  statements  and  schedule  are the
responsibility  of the Company's  management.  Our  responsibility is to express
an opinion on these  consolidated  financial  statements  and schedule  based on
our audits.

We conducted  our audits in  accordance  with  accounting  principles  generally
accepted in the United States of America.  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 July 1, 2001 and June 25,
2000 and the  results of their  operations  and their cash flows for each of the
three  years in the period  ended  July 1, 2001 in  conformity  with  accounting
principles  generally  accepted in the United  States of America.  Also,  in our
opinion,  the related financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly in all material respects the information set forth therein.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in note 1 to the
consolidated  financial  statements,  the  Company has  experienced  significant
losses from  continuing  operations.  Further,  on June 12, 2001,  the Company's
remaining operating  subsidiary,  UpRight,  Inc., filed a voluntary petition for
reorganization  under Chapter 11 of the Federal  Bankruptcy Laws. The Chapter 11
case is  administered  by the  United  State  Federal  Bankruptcy  Court for the
Eastern District of California,  Fresno Division. UpRight, Inc. is operating its
business as  debtor-in-possession  which  requires  certain of its actions to be
approved  by  the  bankruptcy  court.  These  conditions,  among  others,  raise
substantial  doubt about the  Company's  ability to continue as a going  concern
which  contemplates  the realization of assets and payment of liabilities in the
ordinary course of business.  The  appropriateness  of the Company continuing to
present consolidated  financial statements on a going concern basis is dependent
upon,  among  other  things,  the terms of  UpRight,  Inc.'s  confirmed  plan of
reorganization  and the ability to generate  sufficient cash from operations and
financing sources to meet obligations.

PANNELL KERR FORSTER
Certified Public Accountants
A Professional Corporation

Los Angeles, California
September 21, 2001
<PAGE>
<TABLE>
<CAPTION>
               W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                             (Amounts in thousands)
                                     Assets

                                                                 July 1,         June 25,
                                                                  2001             2000
                                                                --------        ---------
<S>                                                             <C>           <C>
Current assets
   Cash and cash equivalents                                    $  2,377        $  3,295
   Accounts receivable (net of allowance for doubtful
   accounts of $1,673 and $713, respectively)                     11,900          41,878
   Due from factor                                                   -             4,193
   Affiliates receivable (net of allowance for
   doubtful accountsof $3,797 and $0, respectively)               10,479          20,947
     Inventories                                                  13,214          49,068
     Prepaid expenses and other                                    2,167           8,166
     Income taxes receivable                                       1,722           2,949
     Deferred income taxes                                            --           2,381
                                                                 -------        --------
                  Total current assets                            41,859         132,877
Property, plant and equipment, net                                20,768         111,589
Other assets                                                       6,176           7,816
Affiliates receivable, long-term                                     -             1,388
Deferred income taxes, long-term                                     -               507
Cash restricted as collateral                                      8,300           5,000
                                                                 -------        --------
Total assets                                                     $77,103        $259,177
          Liabilities and Stockholder's Equity (Deficit)
Current liabilities
     Senior subordinated notes payable, in default               $78,333        $     -
     Accounts payable                                                 51          35,081
     Accrued expenses                                              7,036          12,810
     Current portion of long-term debt                               -            37,483
                                                                 -------        --------
                  Total current liabilities                       85,420          85,374

Liabilities subject to compromise of UpRight, Inc.
   subsidiary in Chapter 11 reorganization                        81,715            -
Senior subordinated notes payable                                    -           104,667
Long-term debt, net of current portion                               -            52,184
Other long-term liabilities                                          -             1,892
                                                                 -------        --------
                  Total liabilities                              167,135         244,117
                                                                 -------        --------
Commitments and contingencies

Stockholder's equity (deficit)
     Common stock, Class A-$1 par value; 70 shares authorized,
     55 shares 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 (deficit)-on July 3, 1994, a deficit of
      $31,395 was eliminated due to a subsidiary's
      quasi-reorganization)                                     (100,968)           4,124
                                                                --------        ---------
            Total stockholder's equity (deficit)                ( 90,032)          15,060
                                                                --------        ---------
Total liabilities and stockholder's equity (deficit)          $   77,103        $ 259,177
</TABLE>

See notes to the consolidated financial statements


<PAGE>
<TABLE>
<CAPTION>

              W.R. Carpenter North America, Inc. and Subsidiaries
                     Consolidated Statements of Operations
                 (Amounts in thousands, except per share data)


                                                                   Years Ended
                                                                 --------------------------------------
               .                                                    July 1,      June 25,      June 27,
                                                                     2001          2000          1999
                                                                 ----------     ---------      --------
<S>                                                                <C>           <C>           <C>
Revenues                                                           $127,657      $175,471      $123,087

Cost of Revenues                                                    146,370       155,194        91,841
                                                                   ________     _________      ________
Gross profit (loss)                                                 (18,713)       20,277        31,246
                                                                   ________     _________      ________
Operating expenses
   Selling, general and administrative                               25,068        22,693        17,115
   Product liability                                                  1,441          (773)          351
   Research and development                                           4,987         5,816         8,691
   Impairment of long-lived assets                                   31,284          --             - -
                                                                  _________     _________      ________
               Total operating expenses                              62,780        27,736        26,157
                                                                  _________     _________      ________
Operating income (loss) from continuing operations                  (81,493)       (7,459)        5,089
Other income (expense)
  Interest expense, net                                             (15,158)      (13,680)       (7,802)
  Foreign exchange                                                      (14)       (1,095)          106
  Other                                                                (341)          (60)         (341)
                                                                  _________     _________      ________
Loss from continuing operations before
     Provision (benefit) for income taxes                           (97,006)      (22,294)       (2,948)
Provision (benefit) for income taxes                                  5,075        (9,332)       (1,338)
                                                                  _________     _________      ________
Loss from continuing operations                                    (102,081)      (12,962)       (1,610)
Discontinued operations
     Income (loss) from discontinued operations
      Horizon High Reach, net of tax effect of
      $0, $289 and $1,549, respectively                                 446          (371)         1,813
     Loss on sale of Horizon High Reach                              (3,457)          --             ---
                                                                  _________     _________       ________
Net income (loss)                                                 $(105,092)     $(13,333)      $    203
Income (loss) per common share from continuing operations
Net income (loss) per common share                                $  (1,752)     $   (222)      $      3
                                                                  _________     _________       ________
Weighted average number of common shares                             60,000        60,000         60,000
                                                                  _________     _________       ________
</TABLE>

See notes to the consolidated financial statements



<PAGE>
<TABLE>
<CAPTION>





              W.R. Carpenter North America, Inc. and Subsidiaries
           Consolidated Statements of Stockholder's Equity (Deficit)
            Years Ended July 1, 2001, June 25, 2000 and June 27, 1999
                             (Amounts in thousands)

                                                                                    Accumulated                    Total
                                                                     Additional       Other         Retained    Stockholder's
                                   Common Stock   Preferred Stock     Paid-in      Comprehensive    Earnings      Equity
                                 Shares  Amounts   Shares Amounts     Capital       Income (CTA)    (Deficit)    (Deficit)
                                ________________  _______________   ____________   ______________   __________  ______________
<S>                                <C>    <C>       <C>     <C>        <C>             <C>           <C>          <C>
Balance, June 28, 1998             60     $60       25      $25        $8,767          $2,084        $ 23,754     $ 34,690

     Net income                     -       -        -        -             -               -             203          203

     Dividends paid                 -       -        -        -             -               -          (6,500)      (6,500)
                                  ___     ___      ___     ____        ______          ______         _______      _______

Balance, June 27, 1999             60      60       25       25         8,767           2,084          17,457       28,393

     Net loss                       -       -        -        -             -               -          13,333)     (13,333)
                                  ___     ___      ___     ____        ______          ______       _________     ________

Balance, June 25, 2000             60      60       25       25         8,767           2,084           4,124       15,060

     Net loss                       -       -        -        -             -               -        (105,092)    (105,092)
                                  ___     ___      ___     ____        ______         _______       _________     ________


Balance, July 1, 2001              60     $60       25      $25        $8,767          $2,084       $(100,968)   $ (90,032)
                                  ___     ___      ___     ____        ______         _______       __________    ________
</TABLE>

See notes to the consolidated financial statements

<PAGE>

<TABLE>
<CAPTION>


                       W.R. Carpenter North America, Inc.
                      Consolidated Statements of Cash Flows
                             (Amounts in thousands)


                     Years Ended                                                July 1, 2001    June 25, 2000    June 27, 1999
                                                                                ____________    _____________   _____________

<S>                                                                              <C>             <C>            <C>
Cash flows from operating activities
     Net income (loss)                                                           $(105,092)      $ (13,333)     $     203
                                                                                 __________      _________      _________
     Adjustments to reconcile net income (loss) to
      net cash (used) by operating activities
         Depreciation and amortization                                               9,381          18,008         13,262
         Loss on sale of Horizon High Reach                                          3,457             -
         Gain on disposition of property, plant and equipment                           71            (880)        (2,163)
         Impairment of long-lived assets                                            31,284             716            408
         Deferred income taxes, net                                                  5,075          (6,138)         2,113
         Changes in operating assets and liabilities
              Accounts receivable                                                   18,381         (26,454)       (10,784)
              Due from factor                                                        4,193          (4,193)           -
              Inventories                                                           26,550         (10,251)       (13,532)
              Prepaid expenses and other assets                                      1,958          (7,961)          (650)
              Accounts payable                                                     (30,731)          8,248          8,805
              Accrued expenses                                                     (11,169)          8,194         (2,592)
              Liabilities subject to compromise                                     32,313             -              -
              Other, net                                                            (1,877)         (2,126)        (2,524)
                  Total adjustments                                                 88,886         (22,837)        (7,657)
                  Net cash (used) by operating activities                          (16,206)        (36,170)         (7,454)
Cash flows from investing activities
     Additions to property, plant and equipment                                     (9,023)        (26,670)       (65,065)
     Proceeds from disposition of property, plant and equipment                        788           8,281          6,917
     Proceeds from sale of Horizon High Reach                                       40,503             -              -
     Acquisition, net of cash acquired                                                 ---              --         (2,262)
              Net cash provided (used) by investing activities                      32,268         (18,389)       (60,410)

Cash flows from financing activities
     Proceeds from long-term debt                                                   10,138         106,789         81,725
     Repayment of long-term debt                                                   (41,952)        (63,983)       (55,294)
     Affiliates receivable                                                          18,134           6,720         (2,408)
     Restricted cash                                                                (3,300)         (5,000)            -
     Dividends paid                                                                    -               ---         (6,500)
              Net cash provided (used) by financing activities                     (16,980)         44,526          17,523
Net decrease in cash and cash equivalents                                             (918)      (10,033)        (50,341)
Cash and cash equivalents at beginning of year                                       3,295          13,328         63,669
Cash and cash equivalents at end of year                                         $   2,377     $     3,295       $ 13,328
Supplemental disclosure of cash flow information:
     Cash used for interest payments                                              $ 11,334       $  17,708       $ 13,502

     Cash used for income tax payments                                        $        ---     $       229      $   2,320
</TABLE>

See note 19 for additional  supplemental  information to consolidated statements
of cash flows.


See notes to the consolidated financial statements


<PAGE>



              W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)




Note 1 - The Company

Business

W.R.  Carpenter  North America,  Inc. (the Company),  incorporated in 1975 under
the  laws of the  State of  Delaware,  serves  as the  holding  company  for its
operating  subsidiaries  UpRight,  Inc.  (UpRight),  and through  September  29,
2000, 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 was a distributor for UpRight  products,  the two
companies had separate management teams and operated on an independent basis.

UpRight is a  manufacturer,  distributor  and  international  marketer 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  significant
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  was  an  industrial  equipment  rental,  sales  and  service  equipment
company  serving  a  diverse  range of  customers  from 17  domestic  locations.
Horizon's  rental fleet consisted  primarily of aerial work platforms,  portable
lift products,  self-propelled scissor lifts and boom lift products,  telescopic
material  handlers and forklifts.  Horizon rented  equipment on a daily,  weekly
and monthly  basis and,  occasionally,  for longer  periods.  Horizon was also a
distributor  of new equipment for several  leading  manufacturers  and sold used
equipment from its rental fleet, in addition to  complementary  parts,  supplies
and accessories.

On  September  29,  2000,  the  Company  sold all of the assets and  outstanding
capital  stock of Horizon to United  Rentals,  Inc. for total  consideration  of
$90 million  (subject to certain  adjustments  based on a  post-closing  audit).
At closing,  the Company  received  consideration  consisting  of $50 million in
cash  and  liabilities  paid  by the  buyer  and  two  senior  unsecured  5 year
promissory notes in the aggregate principal amount of $40 million.

<PAGE>

              W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)


Note 1 - The Company (continued)

UpRight's petition for relief under Chapter 11

On June 12, 2001,  UpRight  filed a petition for relief under  Chapter 11 of the
Federal  bankruptcy laws in the United States  Bankruptcy  Court for the Eastern
District of California.  Under Chapter 11,  certain  claims  against  UpRight in
existence  prior to the filing of petitions for relief under Federal  bankruptcy
laws   are   stated   while   UpRight   continues    business    operations   as
Debtor-in-possession.  These claims are  reflected in the  consolidated  balance
sheet at July 1, 2001 as  "Liabilities  subject to compromise  of UpRight,  Inc.
subsidiary  in Chapter 11  reorganization,"  and UpRight's  condensed  financial
statements  below  under  the  caption  "Liabilities,  subject  to  compromise."
Additional   claims  (also   liabilities   subject  to  compromise)   may  arise
subsequent to the filing date resulting  from rejection of executory  contracts,
including  leases,  and from the  determination  by the court  (or  agreed to by
parties in  interest) of allowed  claims for  contingencies  and other  disputed
amounts.  Claims secured against  UpRight's assets  ("secured  claims") are also
stated,  although  the  holders of such  claims have the right to move the court
for relief  from the stay.  Secured  claims are  secured  primarily  by liens on
Upright's property, plant and equipment.

UpRight  has  determined  that  there is  sufficient  collateral  to  cover  the
interest  portion of  scheduled  payments on certain of its secured  prepetition
debt obligations.  Contractual  interest on these  obligations  therefore equals
interest  expense for  financial  reporting  purposes.  UpRight  has  determined
there  is  insufficient   collateral  to  cover  the  interest  portion  of  its
remaining secured  prepetition debt obligations,  and therefore has discontinued
accruing   interest  on  these  obligations  after  the  petition  filing  date.
Contractual  interest on these debt  obligations is $105 greater than the amount
reported in the  accompanying  consolidated  financial  statements and UpRight's
condensed financial statements below.

UpRight's  condensed  balance sheet as of July 1, 2001 and condensed  statements
of operations and cash flows for the year then ended are as follows:

Condensed balance sheet
<TABLE>

                                                                   2001
                                                                (000's)
<S>                                                          <C>
Assets
Current assets
     Cash and cash equivalents                                $   1,302
     Accounts receivable, net                                    25,824
     Inventories, net                                            17,619
     Prepaid expenses                                             1,632
                  Total current assets                           46,377

Property, plant and equipment, net                               18,579

Total assets                                                    $64,956
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


               W.R. Carpenter North America, Inc and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)

Note 1 - The Company (continued)
                                                                2001
                                                               (000's)
<S>                                                            <C>

Liabilities and Stockholder's Deficit

Current liabilities, not subject to compromise
  Postpetition accounts payable and accrued liabilities        $    396

Liabilities, subject to compromise
  Prepetition accounts payable and accrued expenses              34,745
  Prepetition debt obligations                                   49,572

Stockholder's deficit                                           (19,757)
Total liabilities and stockholder's deficit                  $   64,956
Condensed statement of operations

Revenues                                                     $  130,957
Cost of revenues                                                149,345

                  Gross loss                                    (18,388)
Operating expenses
     Selling, general and administrative                         19,906
     Product liability                                            1,441
     Research and development                                     4,985
     Impairment of long-lived assets                             31,284
                  Total operating expenses                       57,616
Loss from operation                                             (76,004)
Other income (expense)
         Interest expense, net                                   (6,302)
         Foreign exchange                                           (14)
         Other                                                     (341)
         Income tax benefit                                       5,470
Net loss                                                      $ (77,191)
Condensed statement of cash flows
Net cash provided by operating activities                     $   2,635
Net cash used by investing activities                              (184)
Net cash used by financing activities                            (1,165)
Net increase in cash and cash equivalents                         1,286
Cash and cash equivalents at beginning of year                       16
Cash and cash equivalents at end of year                      $   1,302
Supplemental disclosures of cash flow information
     Cash used for interest payments                          $   6,220

     Cash used for tax payments                               $        ---
</TABLE>



<PAGE>


              W.R. Carpenter North America, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)

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,  through  July  31,  2000,  the
effective date of its disposition,  Horizon.  In consolidation,  all significant
intercompany 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  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and  assumptions  that affect the reported  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.  Estimates are used when accounting for
the  allowance  for  doubtful  accounts,   inventory  obsolescence,   long-lived
assets,   depreciation,   product  warranty  expense,   income  taxes,   product
liability  reserves,  and  other  contingencies.  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,  and sales of rental  equipment are recognized once a purchase
option has been exercised, pursuant to the applicable rental share agreement.

Inventories

Horizon's  inventories  are  valued at the  lower of cost or market  and cost is
determined  using an average costing method,  which  approximates  the first-in,
first-out  (FIFO)  method.  UpRight's  inventories  are  valued  at the lower of
standard  costs,  which  approximates  FIFO,  or  market.  Provision  is made to
reduce  excess  and  obsolete  inventories  to their  estimated  net  realizable
value.  Excess  inventory  levels not reasonably  expected to be realized within
one year are classified as long-term assets in the consolidated balance sheets.

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 sales equipment 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 8  regarding  assets  acquired  through
acquisition.)

<PAGE>


              W.R. Carpenter North America, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
(Amounts in thousands except per share amounts)




Note 2 - Summary of significant accounting policies (continued)

Property, plant and equipment (continued)

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

         Building and improvements                    5 - 39 years
         Machinery and equipment                      3 - 10 years
         Rental equipment                             3 - 10 years

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

Other assets

Noncompete  covenants  are  amortized  using the  straight-line  method over the
terms of the  respective  agreements,  two to five  years.  Goodwill  represents
the  excess  purchase  price  paid over the fair  market  value of the assets of
companies  acquired  by  Horizon.  Goodwill  was  amortized  over 10  years on a
straight-line  basis  through the date of sale of Horizon.  Debt issue costs are
amortized on a straight-line basis over the term of the related debt.

Impairment of long-lived assets

The Company reviews  long-lived  assets and  identifiable  intangibles  whenever
events or  circumstances  indicate  that the carrying  amount of such assets may
not  be  fully   recoverable.   The  Company  evaluates  the  recoverability  of
long-lived  assets by measuring the carrying  amounts of the assets  against the
estimated  undiscounted  cash flows  associated  with these assets.  At the time
evaluations  indicate  that  the  future  undiscounted  cash  flows  of  certain
long-lived  assets are not  sufficient  to recover the assets'  carrying  value,
the assets are adjusted to their fair values.

In  connection  with  UpRight's   bankruptcy   filing  on  June  12,  2001,  its
manufacturing,    customer   support   and   administrative    operations   were
considerably   reduced.   Subsequent   to  July  1,  2001,   UpRight   commenced
manufacturing   operations  on  a  reduced   basis.   As  part  of  its  current
operations  and  the  ongoing   development  of  its  plan  of   reorganization,
management of UpRight has  determined  that its planned future  operations  will
not  generate  cash flow that  equals or exceeds the  carrying  value of its two
manufacturing  plants and related  facilities.  As a result, the carrying values
of  its  two   manufacturing   plants,   customer  support  and   administrative
facilities,  and machinery and  equipment  have been reduced to fair values.  As
a  result,   an  impairment   loss  of  $31,284  has  been   recognized  in  the
consolidated  financial  statements  as of  July 1,  2001.  Fair  value  for the
manufacturing   and  related   facilities   was   determined  by  management  in
consultation   with  a  commercial  real  estate  broker.   The  fair  value  of
machinery  and  equipment  was  determined  by  estimated  liquidation  value of
specifically-identified   assets  that  will  not  be  used  in  planned  future
operations.

Foreign currency transactions

Monetary  assets  and  liabilities  denominational  in  foreign  currencies  are
translated  into United  States  dollars at the rate of  exchange  ruling at the
balance sheet date.  Resulting  differences to monetary  assets and  liabilities
as a result of fluctuating  currency  exchange rates would be reflected as other
comprehensive income.

Transactions  during the period are  translated at the rates ruling at the dates
of  the   transactions.   Profits  and  losses   resulting  from  the  operating
translation policy are recognized in the consolidated statements of operations.



<PAGE>


              W.R. Carpenter North America, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)



Other comprehensive income

The Company has no material  components  of other  comprehensive  income  (loss)
and,  accordingly,  net income  (loss) is equal to  comprehensive  income (loss)
for all periods presented.

Derivative financial instruments

The Company  frequently  holds  certain  derivative  instruments  designated  as
hedges.   These   instruments  have  a  high  correlation  with  the  underlying
exposure.  Accordingly,  gains  and  losses  from  changes  in  derivative  fair
values are deferred.  The Company  currently  uses  purchased  foreign  currency
contracts to hedge  foreign  currency risk on inventory  purchases.  The Company
also  enters  into  interest  rates  swaps to hedge  interest  rate  risk on the
Company's   outstanding   debt.  All  derivatives  are   off-balance-sheet   and
therefore have no carrying  value.  Derivatives  generally have initial terms of
less than one year.

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,
asset  impairment  reserves,  and  differences  in the  recognition  of  certain
accruals for tax and financial statement purposes.

Earnings (loss) per share

Earnings  (loss) 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   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 2000  financial  statements to
conform with 2001  classifications.  These  reclassifications  have no effect on
equity or net income as previously reported.

Note 3 - Factored receivables

During  fiscal  2000,  UpRight  entered  into a  factoring  agreement  to factor
certain  of  its  accounts   receivable,   cancelable  on  written  notice.  All
factored  accounts  receivable  are sold with  recourse;  ie:  UpRight bears the
credit risk and  UpRight is  contingently  liable to the factor for  merchandise
disputes  and  customer  claims  on all  receivables  acquired  by  the  factor.
During fiscal 2001, the factoring agreement was terminated.

<PAGE>


              W.R. Carpenter North America, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)



Note 4 - Inventories

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                   2001
                                    _________________________________
                                    Short-term   Long-term     Total
    <S>                             <C>           <C>         <C>
    Finished goods                  $  4,903      $     -     $ 4,903
    Work-in-progress                   1,997            -       1,997
    Raw materials                      6,314        4,405      10,719
                                    ________      _______     _______
                                    $13,214       $ 4,405(a)  $17,619
                                    ________      _______      ______

</TABLE>

<TABLE>
<CAPTION>
                                                  2001
                                   ___________________________________
                                   Short-term    Long-term     Total
   <S>                              <C>          <C>          <C>
   Finished goods                   $19,427      $             $19,427
   Work-in-progress                   1,545         -            1,545
   Raw materials                     28,096         ---         28,096
                                    _______      _______      ________
                                    $49,068(a)   $  ---        $49,068
</TABLE>

(a) Included in other assets

A reserve of $13,689  and $1,397 for fiscal  years 2001 and 2000,  respectively,
has been deducted from inventories for potential obsolescence.

<TABLE>
<CAPTION>

Note 5 - Property, plant and equipment

Property, plant and equipment consists of the following:

                                                   2001(a)        2000
                                                  _________     _________
    <S>                                           <C>           <C>
    Land                                          $     105     $     703
    Building and improvements                        11,960        20,429
    Machinery and equipment                           3,568        59,615
    Rental equipment                                  5,472        76,974
                                                  _________     _________
                                                     21,105       157,721
    Less accumulated depreciation                       337       (46,132)
                                                  _________     _________
                                                    $ 20,768     $111,589
</TABLE>

(a) See  note  2   Impairment  of  long-lived  assets.  Certain  items  of
    property,  plant and  equipment  were adjusted to fair value as of July
    1,  2001.  Depreciation  will  commence  on the  2001  balances  in the
    beginning of fiscal 2002 based upon estimated remaining useful lives.


<PAGE>
<TABLE>
<CAPTION>

              W.R. Carpenter North America, Inc. And SUbsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)



Note 6 - Other assets

Other assets consist of the following:
                                                         2001          2000
                                                       _______       ________
    <S>                                                 <C>          <C>
     Inventories                                        $4,405        $  ---
     Debt issue costs, net                               2,297          3,362
     Goodwill                                              -            5,534
     Noncompete covenants                                  -              130
     Deposits                                                8            138
                                                         6,710          9,164
     Less accumulated amortization                         ---           (814)
                                                        ______         ______
                                                         6,710          8,350
     Less current portion (included in "
     prepaid and other" current assets)                   (534)          (534)
                                                        ______         ______
     Other assets, net                                  $6,176         $7,816
                                                        ______         ______
</TABLE>


Amortization  expense  related to goodwill costs during 2001,  2000 and 1999 and
organizational  cost  during  2000  was  $  -,  $832  and  $692,   respectively.
Goodwill and noncompete  covenants  related to the Horizon High Reach subsidiary
that was sold in July 2000.

Note 7 - Accrued expenses

Accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                           2001          2000
                                                        ______      _______
   <S>                                                  <C>          <C>
     Accrued wages and employee benefits                $  351       $ 4,465
     Accrued interest                                    1,160           639
     Other                                               5,525         7,706
                                                       _______       _______
     Total                                              $7,036       $12,810
</TABLE>


Note 8 - Acquisitions

During 1999, the Company's  Horizon  subsidiary  acquired the stock of an aerial
work  platform  sales,  rental and  repair  company  in  Colorado  (Contractor's
Equipment  Company of  Colorado,  Inc.) for $2,262 plus $3,300 of assumed  debt.
The  acquisition  of these assets was financed with cash  payments,  net of cash
acquired of $2,262.

The  acquisition  was  accounted  for under the purchase  method.  The excess of
cost over  management's  estimated  fair  value of the net assets  acquired  was
allocated to goodwill.

Results of the  Contractor's  Equipment  Company of Colorado,  Inc.  acquisition
are  included  in the  consolidated  financial  statements  beginning  March 28,
1999.  The acquired  company was included in the sale of Horizon  effective July
31, 2000.

<PAGE>
<TABLE>
<CAPTION>
               W.R. Carpenter North America, Inc and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)



Note 9 - Lease obligations

The Company and its  subsidiary  lease certain  office and operating  facilities
and certain  machinery  and  equipment  under  operating  leases.  The following
table sets forth minimum payments under operating lease arrangements:

         <S>                                           <C>
         2002                                          $   494
         2003                                              457
         2004                                              415
         2005                                              307
         2006                                                5
                                                        ______
         Total future minimum lease payments            $1,678
</TABLE>


Rent  expense  under  operating  leases  was $904,  $3,311  and $2,896 in fiscal
years 2001, 2000 and 1999, respectively.

Note 10 - Long-term debt and credit facilities

Long-term debt consists of the following:
<TABLE>

                                                             2001         2000
                                                           ________      _______
 <S>                                                        <C>          <C>
 Notes payable obligations and credit facilities secured
 with accounts receivable, inventories and machinery and
 equipment, due in monthly installments of various
 amounts with imputed interest at various rates per
 annum (ranging from 7.7% to 10.5%) due at various
 dates through May 2014                                     $43,827      $83,834

 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                                               5,745        5,833
                                                            _______      _______
                                                             49,572       89,667
  Less current portion                                          ---      (37,483)
                                                            _______      _______
                                                            $49,572(a)   $52,184
</TABLE>

     (a) Long-term debt was reclassified to liabilities subject to compromise of
UpRight, Inc.

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  July 1,  2001 and June 25,  2000,  the  Company  made
principal  payments  of $88 and  $303  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 July 1, 2001 and June 25,  2000,
$750 was  undisbursed  and  remained as bond  reserves  with the  Agency.  As of
July 1, 2001 and June 25, 2000,  the bonds payable had  outstanding  balances of
$5,745 and  $5,833,  respectively,  included  on the  long-term  debt and credit
facilities schedule above as variable interest bonds.

<PAGE>
<TABLE>
<CAPTION>

              W.R. Carpenter North America, Inc . and subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)




Note 10 - Long-term debt and credit facilities (continued)

The following is a five year maturity  schedule for  long-term  debt  (excluding
the senior subordinated notes).  (See note 11.)

                                                                        Notes
                                                           Bonds       Payable
                                                         ________      _______
         <S>                                              <C>          <C>
         2002                                             $ 1,180      $27,205
         2003                                               1,000        5,420
         2004                                                 988        4,309
         2005                                                 932        2,026
         2006                                                 881          506
         Thereafter (2007 to 2014)                          7,834        4,361
                                                          _______      _______
                                                           12,815       43,827
         Less amount representing bond interest             6,320           --
                                                          _______      _______
         Gross present value                                6,495       43,827
         Bond reserve remaining with Agency                   750           --
                                                          _______      _______

         Net present value                                $ 5,745      $43,827
                                                          _______      _______
</TABLE>

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
Company's  real  property  infrastructure.  The  improvements  project  will  be
financed  by  the  issuance  of  Limited   Obligation   Improvement   Bonds  for
Assessment  District No.  1994-1  (District).  The total  project cost is not to
exceed  $1,400.  The  Company  is  scheduled  to  repay  the bond  financing  in
bi-annual  payments  of  varying  amounts at an  average  interest  rate of 8.4%
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  Company  records the bond  payments  as property  tax expense as each
one  accrues.  As a  consequence  of this  treatment,  the  Company's  financial
statements do not reflect the bond payable balance of $1,400 at the year end.

Prior to the  bankruptcy  filing on June 12,  2001,  UpRight  had the  following
credit  facilities  with Union  Bank of  California.  Facility  number one was a
revolving  line of credit for working  capital of up to $20,000.  Payment  terms
for this  revolving  line were interest-only monthly  payments,  with the unpaid
principal  and  interest  balance  due upon  maturity.  Facility  number two and
three  were  loans of  $5,800  and  $800,  respectively,  which  related  to the
construction  and  improvement  of the boom  manufacturing  facility  in Madera,
California.  Payment  terms for these  loans were over 180 months and due in May
2014.  As  a  result  of  the  bankruptcy   filing  on  June  12,  2001,   these
liabilities   are  included  in   liabilities   subject  to  compromise  in  the
accompanying consolidated balance sheet.

<PAGE>

              W.R. Carpenter North America, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)



Note 11 - 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 $211 and $333 at July 1, 2001
and June 25, 2000,  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.

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.  As of July 1, 2001,  the
notes were in default  due  primarily  to the  Chapter 11  bankruptcy  filing of
UpRight.  As a result of the default,  the  outstanding  notes are classified as
current liabilities in the fiscal 2001 consolidated balance sheet.

As of July 1, 2001,  $64,815 of the notes have been  acquired by an affiliate of
the Company.

Note 12 - Employee benefit plans

Employees of UpRight  participate  in the  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
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
$945,  $909  and  $698  were  made  by  UpRight  during  2001,  2000  and  1999,
respectively.

Through  the  effective  date of it's sale in July  2000,  employees  of Horizon
participated  in the Horizon  High Reach  401(k)  Plan  (Horizon  401(k)  Plan).
Participation in this defined  contribution  plan was available to all full-time
employees  who have  completed at least one year of service and attained the age
of 21.  Horizon  made 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 was  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  were  fully  vested.   Employer
contributions  were 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  were 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 were fully  vested in the Horizon
401(k) Plan.  During 2001,  2000 and 1999.  Horizon  expensed and accrued  $193,
$648, and $457, respectively, under the Horizon 401(k) Plan.

<PAGE>
<TABLE>
<CAPTION>

               W.R. Carpenter North America, Inc and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)


Note 13 - 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 July
1, 2001,  June 25,  2000 and June 27,  1999,  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 July 1, 2001, June
25, 2000 and June 27,  1999.  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  shareholders in
the event the Company is dissolved or liquidated.

Note 14 - Provision for income taxes

The provision (benefit) for income taxes consists of the following

                                                     2001     2000     1999 -
  <S>                                               <C>      <C>         <C>
  Current
      Federal                                       $    -    $(2,905)   $   125
      State                                              -          -         25
                                                         -     (2,905)       150
  Deferred                                            5,075    (6,138)        61
                                                     ______   _______    _______
                                                      5,075    (9,043)       211
  Amounts included in discontinued operations           ---       289      1,549
                                                     ______   _______    _______

 Tax provision (benefit)from continuing operations  $5,075    $(9,332)   $(1,338)
                                                     ______   _______    _______
</TABLE>
<TABLE>
<CAPTION>


At July  1,  2001,  the  Company  had net  operating  losses  carryforwards  for
Federal and state  income tax  purposes of  approximately  $74,000 and  $19,000,
respectively, expiring through 2015.

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



                                        2001                    2000                       1999         .
                                 Current  Noncurrent     Current  Noncurrent    Current   Noncurrent
<S>                              <C>      <C>            <C>     <C>            <C>        <C>
Deferred tax
 liabilities resulting
 from taxable temporary
 differences                    $  -      $ (3,200)      $ (138) (4,067)         $  (96)    $ (7,714)
Deferred tax assets
 resulting from
 deductible temporary
 differences, loss
 carryforwards, and
 tax credit forwards             8,881      39,284        2,519   4,574           1,544       3,016
                                ______     _______       ______   _____           _____     _______

                                 8,881      36,084        2,381     507           1,448      (4,698)
Valuation allowance             (8,881)    (36,084)           -       -               -           -
                                ______     _______       ______   _____           _____     _______
                              $     -     $      -       $2,381   $ 507         $ 1,448     $(4,698)
                                ______     _______       ______   _____           _____     _______
</TABLE>

<PAGE>

              W.R. Carpenter North America, Inc and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)


Note 14 - Provision for income taxes (continued)

The  provision  for income taxes differs from the expense that would result form
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,  and for 2001, a 100%  valuation  allowance for deferred
tax assets.

The Company  concluded that a deferred tax asset valuation  allowance as of June
25, 2000 and June 27,  1999,  was not  necessary.  However,  as of July 1, 2001,
the  Company  has  made a 100%  valuation  allowance  for its net  deferred  tax
assets.

Note 15 - 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 16 - Leases

UpRight  is  a  party  to  numerous  short-term  rental  share  agreements  with
purchase  options with  equipment  rental  companies.  The  agreements are being
treated as  operating  leases.  UpRight  maintains  ownership  of the  equipment
during the term of the  agreements,  which  range from four to twelve  months in
duration.  Up until the agreement  term expires,  the retail  equipment  company
has  the  option  to  purchase  the  rental  equipment,  reduced  by any  rental
payments  made under the  agreement.  Generally,  from the date the equipment is
shipped  until the  equipment  rental  term  expires,  UpRight  is  entitled  to
receive,  either 1) a 40% to 70% share of the rental  revenue  attributed to the
machines  rented by the equipment  rental  companies,  or 2) a required  monthly
rental  of 1% to 1.5% of the  stated  purchase  price of the  related  machines.
The  majority  of the  agreements  provide  a  100%  purchase  option,  however,
certain  agreements  provides a 50% required  purchase at term expiration.  Cost
and accumulated  depreciation  of the rental  equipment at July 1, 2001 and June
25, 2000, was $3,495 and $548, $1,517, and $98, respectively.



<PAGE>
<TABLE>
<CAPTION>


              W.R. Carpenter North America, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)



Note 17 - 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 (except as  described  below) 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 material  adverse effect on
the Company's consolidated financial position.

Horizon  was sued for  damages  arising  out of a traffic  accident  involving a
Horizon  employee  prior to its sale.  As part of the Horizon Sale  transaction,
the Company  assumed the  settlement  liability for this matter in the amount of
$8,800.  As of July 1,  2001,  $4,662  was  unpaid  and is  included  in accrued
expenses at July 1, 2001.

Note 18 - Related party transactions

Included in the financial  statements  are the following  related party balances
and transactions (see note 23).


                                                             2001        2000
                                                           _______      _______
 <S>                                                       <C>          <C>
 Balances due from related parties, including
 $11,456 and $19,804 of trade receivables for
 2001 and 2000, respectively                               $16,387      $25,092

 Note receivable from officer                                  410          425
 Interest and other payables due to related party            6,010          725
 Revenues from related parties"                             72,492       44,497
 Cost of revenues from related parties"                     61,168       35,153
 Purchases from related parties                              2,611        2,397

 Marketing expense incurred with related parties               141        4,151

 Service agreement fees                                          0        1,054
</TABLE>


*  Revenue and cost of revenue  from related  parties does not include  $1,682
   and  $36,958  in sales and $921 and  $27,840  in cost of sales,  for fiscal
   2001  and  2000,  respectively,  to  a  company  where  a  minority  voting
   interest is owned by an affiliate of UpRight.

On May 12, 1997, the Company  entered into a corporate  services  agreement with
Griffin,  an affiliate of the  Company,  pursuant to which  Griffin will 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  years 2001 and 2000,  the Company  paid an  aggregate  of $0 and $1,054,
respectively, for services rendered by Griffin.

<PAGE>

               W.R. Carpenter North America, Inc and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
               (Amounts in thousands except per share amounts)

Note 18 - Related party transactions (continued)

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 before May 27, 2002.

The former  President of the Company  resigned  effective  March 4, 1999 and was
granted severance compensation of $1,000.

Note 19 - Supplemental disclosures of cash flow information

Noncash investing and financing activities:

During fiscal 2001 and 2000,  inventory was transferred to rental equipment,  in
the  amounts  of $4,236 and  $4,099,  respectively.  In  addition,  transfer  of
equipment  of $6,391 from United  Rentals  Inc.  was used as a non cash  payment
related to the sale of Horizon.

Note 20 - Concentrations of credit risk

Financial  instruments  that subject the Company to concentration of credit risk
are  cash  equivalents,   factor   receivables  and  trade   receivables.   Cash
equivalents   consist   principally   of  short-term   money  market  funds  and
restricted cash.  Except for restricted  cash, 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.

Note 21  Fourth quarter adjustments

Certain  fourth  quarter  adjustments  were made in the year  ended July 1, 2001
that  are  significant  to the  quarter  and to  comparisons  between  quarters.
These  adjustments  relate to the Company's  UpRight  subsidiary's  petition for
reorganization  under Chapter 11. The  descriptions  and  approximate  amount of
these adjustments are as follows:
<TABLE>

  <S>                                                            <C>
  Impairment of long-lived assets                                $ 31,284

  Increase in allowance for product obsolescence                   12,452

  Reserve increase for deferred tax assets                          5,075

  Increase in allowance for doubtful accounts                       4,782

                                                                   $53,593
</TABLE>
<PAGE>



               W.R. Carpenter North America, Inc and Subsidiaries
             Notes to Consolidated Financial Statements (continued)
                 July 1, 2001, June 25, 2000 and June 27, 1999
                (Amounts in thousands except per share amounts)



Note 22 - Recent accounting pronouncements

Statement  of  Financial   Accounting   Standards  (SFAS)  No.  141,   "Business
Combinations,"  SFAS No. 142,  "Goodwill and Other  Intangible  Assets" and SFAS
No.  143,  "Accounting  for Asset  Retirement  Obligations"  were issued in June
2001.  The  Company  intends  to  adopt  all  three  standards  as  required  or
permitted as of the  beginning  of fiscal 2002.  The Company does not expect the
adoption of these three  standards to have a material  impact on their financial
statements.

Note 23  - Subsequent event

Subsequent to the year ended July 1, 2001, W.R.  Carpenter's  restricted cash of
8.3 million  dollars,  which served as collateral for an  affiliate's  loan, was
relinquished  to  Deutsche  Financial  Services to reduce the  affiliate's  loan
balance.   As  a  result,   the  restricted  cash  appearing  on  the  financial
statement has been  reclassified  as an affiliate  receivable in the  subsequent
period.

<PAGE>

<TABLE>
<CAPTION>
                                   Schedule II
                        Valuation and Qualifying Accounts
                  July 1, 2001, June 25, 2000 and June 27, 1999
                 (Amounts in thousands except per share amounts)





                                 Balance at   Charged to   Charged to             Balance at
                                 Beginning    Costs and     Other                  end of
                                 of period    Expenses     Accounts   Deductions   Period
<S>                              <C>           <C>          <C>       <C>         <C>
Allowances are deducted from
the assets to which they apply

Year ended July 1, 2001
    Reserve for Product
    liability                    $ 3,093        $   (49)    $    -      $   -     $  3,044

    Deferred tax asset
    valuation allowance               -          44,965          -          -       44,965
     Allowance for
       Uncollectible
       Accounts                      713          4,782          -         25        5,470
       Product
       obsolescence                1,397         12,452          -        160       13,689
                                 _______       ________      _____     ______     ________
                                 $ 5,203       $ 62,150          -      $ 185      $67,168

Year ended June 25, 2000
    Reserve for Product
    liability                    $ 5,543       $ (2,400)    $    -      $   50     $ 3,093
    Allowance for
      Uncollectible
      accounts                       618            268          -        173          713
      Product
      obsolescence                   551            999          -        153        1,397
                                 _______        _______      _____     ______     ________
                                  $6,712        $(1,133)    $    -      $ 376      $ 5,203

Year ended June 27, 1999
   Reserve for Product
   liability                      $6,340        $   351     $   -      $1,148      $ 5,543
   Allowance for
     Uncollectible
     accounts                        410            183         -         (25)         618
     Product
     obsolescence                    550            436         -         435          551
                                 _______        _______      _____     ______      _______
                                  $7,300        $   970     $   -      $1,558       $6,712
</TABLE>

<PAGE>



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


None.



<PAGE>
<TABLE>
<CAPTION>

                                    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:

Name                  Age     Position
<S>                   <C>    <C>
Robert F. Stowe       57     Chairman of the Board of Directors of the Company
David K. Sargent      62     President and Director of the Company
Graham D. Croot       46     Chief Financial Officer of the Company
Noel Corcoran         55     Secretary of the Company
Peter B. Sawdy        69     Director of the Company
Ian Menzies           42     President of UpRight
</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.

     David  K.  Sargent  served  as  Chief  Executive  Officer  of the  Company,
UpRight and Horizon  from 1989 until  December 31,  1997 and as President of the
Company,  UpRight  and  Horizon  from  1989 to June 28,  1998 and has  served as
President  of the Company  from March 4, 2000 to the  present.  He has served as
a Director  of the Company  since  1994.  Mr.  Sargent  resumed the  position of
President  of the  Company  in  March  2000.  Prior  to 1989,  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).

      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.

      Ian Menzies has served  President  of UpRight  since March 23,  2001.  Mr.
Menzies was  President  of  Long-Airdox,  a mining  equipment  company from 1996
until March,  2001,  as well as Managing  Director of European  operations  from
1995 to 1996.

<PAGE>


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  or UpRight
during fiscal year 2001 and earned in excess of $100,000 during such year.

                           Summary Compensation Table

<TABLE>

                                                        AnnualCompensation    All Other
Name and Principal Position                      Year   Salary     Bonus    Compensation
 <S>                                             <C>    <C>        <C>          <C>
 David K. Sargent (1).                           2001   $          $
 President of the Company                        2000
                                                 1999

 Graham D. Croot (2)                             2001    433,364    $ 90,000
 Chief Financial Officer of the Company          2000    395,000      90,000
                                                 1999    330,000

 Ian Menzies (3)                                 2001    320,006      91,315     $250,000 (4)
                                                 2000     72,504
</TABLE>


(1) 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.  He resumed  the  position  of  President  of the
Company  in March  2000  due to the  departure  of Mr.  Dillon.  Mr. Sargent  is
acting  as  President  of  the  Company  pursuant  to  the  corporate   services
agreement with Griffin Group  International  Management Limited, an affiliate of
the Company.  See "Item 13 - Certain Relationships and Related Transactions."

(2)  Until the  start of  fiscal  year  1999,  Mr.  Croot's  salary  was paid by
Devereaux  Holdings,  a  company  owned by the  Stowe  Family  Trusts.  However,
prior to fiscal year 1999, Mr. Croot had been providing  consulting  services to
the Company  pursuant to a  corporate  services  agreement  with  Griffin  Group
International  Management  Limited,  an  affiliate  of the  Company.  See  "Item
13 Certain Relationships and Related Transactions."

(3)  Mr. Menzies served as President of UpRight beginning March 23, 2000.

(4)  Long Term Performance and Deferred Compensation Plan.

      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.

     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.

     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, 2000,  for an  aggregate  24 months'  premium of $208,700.
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 the  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.  The Company is  currently  in  negotiations  to obtain an extension
of this  insurance  policy or a new  policy of  liability  insurance  on similar
terms.


<PAGE>



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     Class                    Shares       Of Class
 <S>                                <C>                      <C>           <C>
 WRC Holdings, Inc. (1)             Class A Common Stock     55,000        100%
 1775 Park Street                   Class B Common Stock      5,000        100%
 Selma, California 93662            Preferred Stock          25,000        100%
</TABLE>


(1) All of the capital  stock of WRC  Holdings,  Inc. is owned  beneficially  by
   UpRight   International   Limited.  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>

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.  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 2001, the Company
paid $0.0 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,  UpRight BV, an  affiliate of the
Company located in the Netherlands, Instant Access Australia Pty. Ltd. ("Instant
Australia"),  UpRight Japan,  Ltd.  ("UpRight  Japan"),  UpRight  Malaysian Ltd.
("UpRight  Malaysia")  and  UpRight  Access  Equipment  Asia Pte Ltd.  ("UpRight
Asia"),  an affiliate of the Company  located in  Singapore,  each  purchase and
distribute  products  for  UpRight in their  respective  market  areas.  UpRight
management  believes that each of the foregoing  arrangements is 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 2001,
the Company's  revenue from UpRight Ireland,  Instant  Deutschland,  UpRight BV,
Instant  Australia,  UpRight Japan,  UpRight Malaysia and UpRight Singapore were
$0.3 million, $6.3 million,  $55.4 million,  $0.8 million, $1.3 million,  $(0.8)
million and $1.6 million,  respectively.  During fiscal year 2000, the Company's
revenue  from  UpRight  Ireland,  Instant  Deutschland,  UpRight BV and  Instant
Australia  were $0.7  million,  $18.6  million,  $8.9 million and $0.9  million,
respectively.  During  fiscal year 1999,  the  Company's  revenue  from  UpRight
Ireland,  Instant  Deutschland  and Instant  Australia  were $1.2 million,  $4.6
million and $2.0  million,  respectively.  In addition,  UpRight  purchases  and
distributes  in the  United  States  certain  products  manufactured  by UpRight
Ireland.  During fiscal years 2001, 2000 and 1999, the Company's  purchases from
UpRight  Ireland  totaled  approximately  $1.8  million  $4.4  million  and $2.8
million,  respectively.  During fiscal years 2001,  2000 and 1999,  UpRight paid
UpRight Ireland $0.0 million, $1.1 million and $1.5 million,  respectively,  for
participation in UpRight Ireland's cooperative marketing programs.

     During  fiscal  years 2001,  2000 and 1999,  the  Company had revenue  from
UpRight (U.K.) Limited (formerly  Instant Zip-Up Limited) of approximately  $1.8
million,  $37.0  million and $31.2  million,  respectively.  An affiliate of the
Company owns a minority voting interest in UpRight (U.K.) Limited.

     At the end of fiscal  year  1997,  the  Company  was  indebted  to  UpRight
International  Limited for an aggregate  principal amount of approximately $13.5
million.  In fiscal year 1998, the Company repaid this indebtedness in full, and
at the end of fiscal years 2001, 2000, 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,
2002.


<PAGE>


                                PART IV
Item 14. Exhibits, Financial Statement Schedules, andReports on Form 8-K.

(a)  Financial Statements, Financial Statement Schedules and Exhibits

1.   Financial Statements

     See Index included on page 18

2.   Financial Statement Schedules

     See Index included on page 18

     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:



<PAGE>

            Exhibit
             Number  Description of Document

         3.1(i) (a)  Certificate of Incorporation of the Registrant, as
                     amended.
        3.1(ii) (a)  Bylaws of the Registrant, as amended.
            4.1 (a)  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 (a)  Form of Exchange Global Note.
           10.3 (a)  Industrial Lease, dated February 7 1997, between A.L.L., a
                     general partnership, and UpRight, Inc.
           10.4 (a)  Lease, entered into as of November 1995, by and between
                     Townview Partners, a Ohio partnership and UpRight, Inc.
           10.5 (a)  Recourse Agreement, dated February 11, 1997, by and between
                     Horizon High Reach, Inc., and American Equipment Leasing.
           10.6 (a)  Management Services Agreement, dated May 12, 1997, by and
                     between the Registrant and Griffin Group International
                     Management Ltd.
           10.8 (a)  Lease, dated January 1997, by and between Morris Ragona and
                     Joan Ragona, and Horizon High Reach, Inc.
           10.9 (a)  Agreement of Lease, dated January 26, 1995, by and between
                     Richard V. Gunner and George Andros, and Horizon High
                     Reach, Inc.
       10.10(i) (a)  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) (b)  Lease Extension and Modification Agreement dated September
                     3, 1998.
     10.10(iii) (c)  Lease Extension and Modification Agreement dated October
                     28, 1997.
          10.11 (a)  Lease Agreement (undated) by and between T.T. Templin and
                     Horizon High Reach & Equipment Company.
          10.12 (a)  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 (a)  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 (a)  Lease Renewal Agreement, dated October 19, 1992, between
                     Ronald W. Werner and UpRight, Inc.
          10.15 (a)  Lease, dated March 7, 1995, by and between BMB Investment
                     Group and Horizon High Reach, Inc.
       10.18(i) (b)  Equipment Financing Agreement, dated April 23, 1998,
                     between UpRight, Inc., and KeyCorp Leasing LTD.
      10.18(ii) (e)  Promissory Note of UpRight, Inc., and Security Agreement,
                     dated April 1, 1999, between UpRight, Inc., and KeyCorp
                     Leasing.
     10.18(iii) (e)  Promissory Note of UpRight, Inc., and Security Agreement,
                     dated May 4, 1999, between UpRight, Inc., and KeyCorp
                     Leasing.
       10.19(i) (d)  Equipment Financing Agreement, dated February 26, 1999,
                     between UpRight, Inc., and Associates Commercial Corp.
      10.19(ii) (e)  Security Agreement, dated May 13, 1999, between UpRight,
                     Inc., and Associates Commercial Corporation.
     10.19(iii) (e)  Security Agreement, dated June 2, 1999, between UpRight,
                     Inc., and Associates Commercial Corporation.
      10.19(iv) (f)  Security Agreement, dated June 24, 1999, between UpRight,
                     Inc., and Associates Commercial Corporation.
          10.20 (e)  Lease Agreement, dated April 1, 1999, between FMCSR Holding
                     Corp., and Horizon High Reach, Inc.
          10.21 (e)  Lease, dated May 24, 1999, between Industrial Boxboard
                     Company and Horizon High Reach, Inc.
       10.22(i) (f)  Credit Agreement, dated August 26, 1999, between Wells
                     Fargo Bank, NA and Horizon High Reach, Inc.
      10.22(ii) (f)  Revolving Line of Credit Note of Horizon High Reach, Inc.,
                     dated August 26, 1999.
     10.22(iii) (f)  Term Note of Horizon High Reach, Inc., dated August 26,
                     1999.
      10.22(iv) (f)  Term Commitment Note of Horizon High Reach, Inc., dated
                     August 26, 1999.
       10.22(v) (f)  Foreign Exchange Agreement, dated August 26, 1999, between
                     Wells Fargo Bank, NA and Horizon High Reach, Inc.
      10.22(vi) (f)  Security Agreement - Equipment, dated August 26, 1999,
                     between Wells Fargo Bank, NA and Horizon High Reach, Inc.
     10.22(vii) (f)  Continuing Security Agreement, dated August 26, 1999,
                     between Wells Fargo Bank, NA and Horizon High Reach, Inc.
    10.22(viii) (f)  Subordination Agreement, dated August 26, 1999, between
                     Wells Fargo Bank, NA and Horizon High Reach, Inc.
       10.23(i) (f)  Second Amended and Restated Business Loan Agreement between
                     Union Bank of California, NA and UpRight, Inc
      10.23(ii) (f)  Security Agreement, dated August 30, 1999, between Union
                     Bank of California, NA and UpRight, Inc.
     10.23(iii) (f)  Promissory Notes of UpRight, Inc., dated August 30, 1999.
     10.23 (iv) (f)  Subordination Agreement, dated August 30, 1999, between
                     Union Bank of California, NA and UpRight, Inc.
          10.24 (g)  Lease Agreement, dated September 1, 1999, between Aircold
                     Supply and UpRight, Inc.
       10.24(i) (g)  Lease Agreement, dated January 25, 1999, between Clay
                     Development & Construction and Horizon High Reach, Inc.
          10.25 (h)  Lease Agreement, dated May 4, 2000, between Advantage
                     Properties, Inc. and  Horizon HIgh Reach, Inc.
       10.22(i) (f)  Credit Agreement, dated August 26, 1999, between Wells
                     Fargo Bank, NA and Horizon High Reach, Inc.
      10.22(ii) (f)  Revolving Line of Credit Note of Horizon High Reach, Inc.,
                     dated August 26, 1999.
     10.22(iii) (f)  Term Note of Horizon High Reach, Inc., dated August 26,
                     1999.
      10.22(iv) (f)  Term Commitment Note of Horizon High Reach, Inc., dated
                     August 26, 1999.
       10.22(v) (f)  Foreign Exchange Agreement, dated August 26, 1999, between
                     Wells Fargo Bank, NA and Horizon High Reach, Inc.
      10.22(vi) (f)  Security Agreement - Equipment, dated August 26, 1999,
                     between Wells Fargo Bank, NA and Horizon High Reach, Inc.
     10.22(vii) (f)  Continuing Security Agreement, dated August 26, 1999,
                     between Wells Fargo Bank, NA and Horizon High Reach, Inc.
    10.22(viii) (f)  Subordination Agreement, dated August 26, 1999, between
                     Wells Fargo Bank, NA and Horizon High Reach, Inc.
       10.23(i) (f)  Second Amended and Restated Business Loan Agreement between
                     Union Bank of California, NA and UpRight, Inc
      10.23(ii) (f)  Security Agreement, dated August 30, 1999, between Union
                     Bank of California, NA and UpRight, Inc.
     10.23(iii) (f)  Promissory Notes of UpRight, Inc., dated August 30, 1999.
     10.23 (iv) (f)  Subordination Agreement, dated August 30, 1999, between
                     Union Bank of California, NA and UpRight, Inc.
          10.24 (g)  Lease Agreement, dated September 1, 1999, between Aircold
                     Supply and UpRight, Inc.
       10.24(i) (g)  Lease Agreement, dated January 25, 1999, between Clay
                     Development & Construction and Horizon High Reach, Inc.
          10.25 (h)  Lease Agreement, dated May 4, 2000, between Advantage
                     Properties, Inc. and  Horizon HIgh Reach, Inc.
          10.26 (j)  Stock Purchase Agreement, dated September 29, 2000, between
                     a wholly owned subsidiary of United Rentals, Inc. and the
                     Company.
          10.27 (j)  Promissory Note, dates September 29, 2000, issued in favor
                     of the Company, by a wholly owned subsidiary of United
                     Rentals, Inc.
          10.28 (j)  Promissory Note, dates September 29, 2000, issued in favor
                     of the Company, by a wholly owned subsidiary of United
                     Rentals, Inc.
           10.29(k)  Promissory Note, dated July 28, 2000, between UpRight, Inc.
                     and General Electric Capital Corporation.
           10.30(i)  Long Term Performance and Deferred Compensation Plan
              *21.1  Subsidiaries of the Company
               24.1  Power of Attorney (see page 53)
               27.1  Financial Data Schedule

(a)     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.
(b)     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.
(c)     Incorporated  herein by reference to the Company's  Quarterly Report on
        Form 10-Q for the quarterly  period ended September 27, 1998 filed with
        the Securities and Exchange Commission on November 12, 1998.
(d)     Incorporated  herein by reference to the Company's  Quarterly Report on
        Form 10-Q for the  quarterly  period ended March 28,  1999,  filed with
        the Securities and Exchange Commission on May 12, 1999.
(e)     Incorporated  herein by reference  to the  Company's  Annual  Report on
        Form 10-K for the  fiscal  year  ended  June 27,  1999,  filed with the
        Securities and Exchange Commission on September 27, 1999.
(f)     Incorporated  herein by reference to the Company's  Quarterly Report on
        Form 10-Q for the  quarterly  period ended  September  26, 1999,  filed
        with the Securities and Exchange Commission on November 10, 1999.
(g)     Incorporated  herein by reference to the Company's  Quarterly Report on
        Form 10-Q for the quarterly  period ended December 26, 1999, filed with
        the Securities and Exchange Commission on February 1, 2000.
(h)     Incorporated  herein by reference to the Company's  Quarterly Report on
        Form 10-Q for the  quarterly  period ended March 26,  2000,  filed with
        the Securities and Exchange Commission on May 10, 2000.
(j)     Incorporated  herein by reference  to the  Company's  Annual  Report on
        Form 10-K for the  fiscal  year  ended  June 25,  2000,  filed with the
        Securities and Exchange Commission on October 10, 2000.
(k)     Incorporated  herein by reference to the Company's  Quarterly Report on
        Form 10-Q for the quarterly  period ended  October 1, 2000,  filed with
        the Securities and Exchange Commission on November 15, 2000.
(l)     Incorporated herein by reference to the Company's Annual Report on Form
        10-K  for the fiscal yar ended July 1,2001, filed with the Securities
        and Exchange Commission on October 15, 2001.


(b)      Reports on Form 8-K.

     The Company  filed a report on Form 8-K on June 13,  2001,  with respect to
UpRight,  Inc.'s intention to reorganize under chapter 11 of the U.S. Bankruptcy
Code,  and has filed a voluntary  chapter 11 petition  with the U.S.  Bankruptcy
Court for the Eastern District of California, Fresno Division.

     The Company  also  disclosed  that it  intended  to make its next  interest
payment to the holders of its Senior  Subordinated  Notes,  although  the actual
payment will be delayed  beyond June 15, the regularly  scheduled  payment date.
The Company  intends to make payment on the  regularly  scheduled  June interest
prior  to July  15,  2001,  within  the 30 day  grace  period  permitted  by the
Indenture.


<PAGE>


                                   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:    October 15, 2000

By:  /s/ David K. Sargent               By:  /s/Graham D. Croot
         David K. Sargent                    Graham D. Croot
         President                           Chief Financial Officer

                               POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears  below  constitutes  and appoints  Graham D. Croot and David K. Sargent,
and each of them, his  attorney-in-fact,  with full power of  substitution,  for
him in any and all  capacities,  to sign any  amendments  to the Report,  and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that said  attorney-in-fact,  or his  substitute or  substitutes,
may do or cause to be done by virtue hereof.

        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.

Signature                  Title                               Date


/s/ David K. Sargent      President and Director               October 15, 2001
David K. Sargent          (Principal Executive Officer)


/s/ Graham D. Croot      Chief Financial Officer              October 15, 2001
Graham D. Croot          (Principal Financial Officer
                         and Principal Accounting Officer)


/s/ Peter B. Sawdy       Director                            October 15, 2001
Peter B. Sawdy


/s/ Robert F. Stowe      Chairman of the Board of Directors  October 15, 2001
Robert F. Stowe


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>


                               INDEX TO EXHIBITS


            Exhibit
             Number  Description of Document

         3.1(i) (a)  Certificate of Incorporation of the Registrant, as
                     amended.
        3.1(ii) (a)  Bylaws of the Registrant, as amended.
            4.1 (a)  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 (a)  Form of Exchange Global Note.
           10.3 (a)  Industrial Lease, dated February 7 1997, between A.L.L., a
                     general partnership, and UpRight, Inc.
           10.4 (a)  Lease, entered into as of November 1995, by and between
                     Townview Partners, a Ohio partnership and UpRight, Inc.
           10.5 (a)  Recourse Agreement, dated February 11, 1997, by and
                     between Horizon High Reach, Inc., and American Equipment
                     Leasing.
           10.6 (a)  Management Services Agreement, dated May 12, 1997, by and
                     between the Registrant and Griffin Group International
                     Management Ltd.
           10.8 (a)  Lease, dated January 1997, by and between Morris Ragona
                     and Joan Ragona, and Horizon High Reach, Inc.
           10.9 (a)  Agreement of Lease, dated January 26, 1995, by and between
                     Richard V. Gunner and George Andros, and Horizon High
                     Reach, Inc.
       10.10(i) (a)  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) (b)  Lease Extension and Modification Agreement dated September
                     3, 1998.
     10.10(iii) (c)  Lease Extension and Modification Agreement dated October
                     28, 1997.
          10.11 (a)  Lease Agreement (undated) by and between T.T. Templin and
                     Horizon High Reach & Equipment Company.
          10.12 (a)  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 (a)  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 (a)  Lease Renewal Agreement, dated October 19, 1992, between
                     Ronald W. Werner and UpRight, Inc.
          10.15 (a)  Lease, dated March 7, 1995, by and between BMB Investment
                     Group and Horizon High Reach, Inc.
       10.18(i) (b)  Equipment Financing Agreement, dated April 23, 1998,
                     between UpRight, Inc., and KeyCorp Leasing LTD.
      10.18(ii) (e)  Promissory Note of UpRight, Inc., and Security Agreement,
                     dated April 1, 1999, between UpRight, Inc., and KeyCorp
                     Leasing.
     10.18(iii) (e)  Promissory Note of UpRight, Inc., and Security Agreement,
                     dated May 4, 1999, between UpRight, Inc., and KeyCorp
                     Leasing.
       10.19(i) (d)  Equipment Financing Agreement, dated February 26, 1999,
                     between UpRight, Inc., and Associates Commercial Corp.
      10.19(ii) (e)  Security Agreement, dated May 13, 1999, between UpRight,
                     Inc., and Associates Commercial Corporation.
     10.19(iii) (e)  Security Agreement, dated June 2, 1999, between UpRight,
                     Inc., and Associates Commercial Corporation.
      10.19(iv) (f)  Security Agreement, dated June 24, 1999, between UpRight,
                     Inc., and Associates Commercial Corporation.
          10.20 (e)  Lease Agreement, dated April 1, 1999, between FMCSR
                     Holding Corp., and Horizon High Reach, Inc.
          10.21 (e)  Lease, dated May 24, 1999, between Industrial Boxboard
                     Company and Horizon High Reach, Inc.
       10.22(i) (f)  Credit Agreement, dated August 26, 1999, between Wells
                     Fargo Bank, NA and Horizon High Reach, Inc.
      10.22(ii) (f)  Revolving Line of Credit Note of Horizon High Reach, Inc.,
                     dated August 26, 1999.
     10.22(iii) (f)  Term Note of Horizon High Reach, Inc., dated August 26,
                     1999.
      10.22(iv) (f)  Term Commitment Note of Horizon High Reach, Inc., dated
                     August 26, 1999.
       10.22(v) (f)  Foreign Exchange Agreement, dated August 26, 1999, between
                     Wells Fargo Bank, NA and Horizon High Reach, Inc.
      10.22(vi) (f)  Security Agreement - Equipment, dated August 26, 1999,
                     between Wells Fargo Bank, NA and Horizon High Reach, Inc.
     10.22(vii) (f)  Continuing Security Agreement, dated August 26, 1999,
                     between Wells Fargo Bank, NA and Horizon High Reach, Inc.
    10.22(viii) (f)  Subordination Agreement, dated August 26, 1999, between
                     Wells Fargo Bank, NA and Horizon High Reach, Inc.
       10.23(i) (f)  Second Amended and Restated Business Loan Agreement
                     between Union Bank of California, NA and UpRight, Inc
            Exhibit
             Number  Description of Document

      10.23(ii) (f)  Security Agreement, dated August 30, 1999, between Union
                     Bank of California, NA and UpRight, Inc.
     10.23(iii) (f)  Promissory Notes of UpRight, Inc., dated August 30, 1999.
     10.23 (iv) (f)  Subordination Agreement, dated August 30, 1999, between
                     Union Bank of California, NA and UpRight, Inc.
          10.24 (g)  Lease Agreement, dated September 1, 1999, between Aircold
                     Supply and UpRight, Inc.
       10.24(i) (g)  Lease Agreement, dated January 25, 1999, between Clay
                     Development & Construction and Horizon High Reach, Inc.
          10.25 (h)  Lease Agreement, dated May 4, 2000, between Advantage
                     Properties, Inc. and  Horizon HIgh Reach, Inc.
          10.26 (j)  Stock Purchase Agreement, dated September 29, 2000,
                     between a wholly owned subsidiary of United Rentals, Inc.
                     and the Company
          10.27 (j)  Promissory Note, dates September 29, 2000, issued in favor
                     of the Company, by a wholly owned subsidiary of United
                     Rentals, Inc.
          10.28 (j)  Promissory Note, dates September 29, 2000, issued in favor
                     of the Company, by a wholly owned subsidiary of United
                     Rentals, Inc.
           10.29(k)  Promissory Note, dated July 28, 2000, between UpRight,
                     Inc. and General Electric Capital Corporation.
           10.30(i)  Long Term Performance and Defered Compensation Plan
              *21.1  Subsidiaries of the Company
               24.1  Power of Attorney (see page 53)
               27.1  Financial Data Schedule

(a)  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.
(b)  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.
(c)  Incorporated  herein by reference  to the  Company's  Quarterly  Report on
     Form 10-Q for the  quarterly  period ended  September  27, 1998 filed with
     the Securities and Exchange Commission on November 12, 1998.
(d)  Incorporated  herein by reference  to the  Company's  Quarterly  Report on
     Form 10-Q for the  quarterly  period ended March 28, 1999,  filed with the
     Securities and Exchange Commission on May 12, 1999.
(e)  Incorporated  herein by reference to the  Company's  Annual Report on Form
     10-K for the fiscal year ended June 27,  1999,  filed with the  Securities
     and Exchange Commission on September 27, 1999.
(f)  Incorporated  herein by reference  to the  Company's  Quarterly  Report on
     Form 10-Q for the quarterly  period ended  September 26, 1999,  filed with
     the Securities and Exchange Commission on November 10, 1999.
(g)  Incorporated  herein by reference  to the  Company's  Quarterly  Report on
     Form 10-Q for the  quarterly  period ended  December 26, 1999,  filed with
     the Securities and Exchange Commission on February 1, 2000.
(h)  Incorporated  herein by reference  to the  Company's  Quarterly  Report on
     Form 10-Q for the  quarterly  period ended March 26, 2000,  filed with the
     Securities and Exchange Commission on May 10, 2000.
(j)  Incorporated  herein by reference to the  Company's  Annual Report on Form
     10-K for the fiscal year ended June 25,  2000,  filed with the  Securities
     and Exchange Commission on October 10, 2000.
(k)  Incorporated  herein by reference  to the  Company's  Quarterly  Report on
     Form 10-Q for the quarterly  period ended October 1, 2000,  filed with the
     Securities and Exchange Commission on November 15, 2000
(l)  Incorporated herein by reference to the Company's Annual Report on Form
     10-K  for the fiscal yar ended July 1,2001, filed with the Securities
     and Exchange Commission on October 15, 2001.