<PAGE>


                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

 (Mark One)

 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 for the fiscal year ended March 31, 2001 or

 [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                        Commission File Number: 333-33085

                     ROLLER BEARING COMPANY OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 13-3426227
   (State or other jurisdiction               (IRS Employer Identification No.)
        of incorporation)


60 Round Hill Road, Fairfield, CT                      06430
(Address of principal executive offices)             (Zip code)

Registrant's telephone number, including area code:  (203) 255-1511



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. [ X ]

         As of June 27, 2001, there were 100 shares of the registrant's Common
Stock outstanding, all of which were held by Roller Bearing Holding Company,
Inc., a Delaware corporation. There is no public market for the registrant's
Common Stock.

Documents Incorporated by Reference:  None


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         THIS ANNUAL REPORT OF ROLLER BEARING COMPANY OF AMERICA, INC. (THE
"COMPANY") ON FORM 10-K CONTAINS VARIOUS FORWARD-LOOKING STATEMENTS, AS
CONTEMPLATED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD," "EXPECT," "INTEND," "ESTIMATE"
OR "CONTINUE" OR THE NEGATIVE THEREOF OR COMPARABLE TERMINOLOGY AND MAY
INCLUDE, AMONG OTHER THINGS, EXPECTED GROWTH, BUSINESS STRATEGIES, FUTURE
REVENUES, FUTURE SALES, FUTURE OPERATING PERFORMANCE, PLANS, OBJECTIVES,
GOALS AND STRATEGIES OF THE COMPANY. SUCH FORWARD-LOOKING STATEMENTS ARE
BASED UPON INFORMATION CURRENTLY AVAILABLE IN WHICH THE COMPANY'S MANAGEMENT
SHARES ITS KNOWLEDGE AND JUDGMENT ABOUT FACTORS THAT IT BELIEVES MAY
MATERIALLY AFFECT THE COMPANY'S PERFORMANCE. THE FORWARD-LOOKING STATEMENTS
ARE MADE IN GOOD FAITH BY THE COMPANY AND ARE BELIEVED BY THE COMPANY TO HAVE
A REASONABLE BASIS. HOWEVER, SUCH STATEMENTS ARE SPECULATIVE, SPEAK ONLY AS
OF THE DATE MADE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND
ASSUMPTIONS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE,
OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY
MATERIALLY FROM THOSE ANTICIPATED, ESTIMATED OR EXPECTED. FACTORS THAT MIGHT
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THE EFFECT OF ECONOMIC AND MARKET
CONDITIONS AND COMPETITION, THE CYCLICAL NATURE OF THE COMPANY'S TARGET
MARKETS, PARTICULARLY, THE AEROSPACE INDUSTRY, THE COST OF RAW MATERIALS AND
THE COMPANY'S ABILITY TO PASS COST INCREASES TO ITS CUSTOMERS, THE ABILITY OF
THE COMPANY TO EXPAND INTO NEW MARKETS, THE ABILITY OF THE COMPANY TO
INTEGRATE ACQUISITIONS, AND OTHER FACTORS DISCUSSED IN "ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS", AS
WELL AS OTHER FACTORS DISCUSSED FROM TIME TO TIME IN THE REPORTS FILED BY THE
COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.

         READERS ARE URGED TO REVIEW CAREFULLY AND CONSIDER DISCLOSURES MADE
BY THE COMPANY IN THIS AND OTHER REPORTS THAT DISCUSS FACTORS GERMANE TO THE
COMPANY'S BUSINESS.

PART I

ITEM 1.  BUSINESS

OVERVIEW

         The Company is an international manufacturer of highly engineered
precision roller, ball and plain bearings. Bearings, which are integral to
the manufacture and operation of most machines and mechanical systems, reduce
wear to moving parts, facilitate proper power transmission and reduce damage
and energy loss caused by friction. While the Company manufactures products
in all major bearing categories, the Company focuses primarily on highly
technical or regulated bearing products for niche markets. The Company
targets the higher end of the domestic bearing market where it believes its
value added manufacturing and engineering capabilities enable it to
differentiate itself from its competitors and to enhance profitability. The
Company believes that it is the leading supplier to many of its targeted
markets and maintains secondary positions in other product niches where it
believes market share gains can be achieved.

         The Company conducts and operates its business through three
divisions: the RBC division; the Heim Bearings ("Heim") division; the
Transport Dynamics Corporation ("TDC") division, and seven wholly-owned
subsidiaries: RBC Nice Bearings, Inc. ("Nice"); RBC Linear Precision
Products, Inc. ("LPP"); Bremen Bearings, Inc. ("Bremen"); Industrial
Tectonics Bearings Corporation ("ITB"); Miller Bearing Company, Inc.
("Miller"), Tyson Bearing Company, Inc. ("Tyson") and RBC Schaublin S.A.
("Schaublin"). The Company also produces component parts for further
manufacture at other RBC plants at its Engineered Components Division ("ECD")
and its RBC de Mexico subsidiary ("Mexico"). The Company also has a wholly
owned foreign sales subsidiary, Roller Bearing Company FSC, Inc. ("FSC").


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FORMATION; CORPORATE STRUCTURE; ACQUISITIONS

         The Company was incorporated in Delaware in 1987. In July 1991, the
Company's Chairman, President and Chief Executive Officer, Dr. Michael J.
Hartnett, teamed up with affiliates of Aurora Capital Partners, L.P.
("Aurora") to implement a plan to acquire a series of small to medium size
domestic companies in the roller and ball bearing industry. In March 1992,
the Company's capital stock was acquired for $52 million by RBC Acquisition
Company (which was incorporated in March 1992 as a Delaware corporation),
which was subsequently merged into the Company and the Company became a
wholly-owned subsidiary of Roller Bearing Holding Company, Inc. ("Holdings").
From 1992 to 1999, the Company has acquired TDC, a manufacturer of plain
bearings, for $5.8 million, Heim, a leading producer of rod end and ball
bearings, for $6.8 million, LPP, a pioneer in grinding techniques for
precision ball bearing screws, for $5.5 million, Nice, the oldest active
brand name in the domestic bearing industry, for $7.5 million, and Bremen and
Miller, manufacturers of rollers and needle bearings, for approximately $5.3
million and $11.1 million, respectively. In fiscal 2000, the Company acquired
Tyson, a manufacturer of tapered roller bearings, and Schaublin, a
manufacturer of collets and bearings, for $10.2 million and $8.3 million,
respectively.

         The Company has historically acquired complementary bearing
companies and integrated them effectively into its existing operations.
Following an acquisition, management typically rationalizes operations,
reduces overhead costs, develops additional cross-selling opportunities and
establishes new customer relationships.

         The Company believes that there will continue to be consolidation
opportunities within the bearing industry. The Company is currently in
discussion with several companies that meet its strategic goals. Priority
will be given to acquiring bearing companies with sales of between $15
million and $50 million. Additionally, the Company will seek smaller
"fold-in" acquisitions, businesses whose products can be manufactured at the
Company's existing facilities.

         While the Company believes that it has greatly benefited from the
consolidation opportunities in the bearing industry and the acquisitions that
the Company has pursued, there can be no assurance that such opportunities
will continue to materialize or that the Company will be able to successfully
capitalize on any such opportunities in the future.

HISTORY AND RECENT DEVELOPMENTS

         WHITNEY INVESTMENT

         During fiscal 2001, Whitney Acquisition II, Corp. ("Whitney"), an
affiliate of the private equity firm Whitney & Co., purchased 23,682.65
shares(the "Whitney Shares") of Holdings Class A Common Stock (as defined
below) at a price of $3,018.33 per share. The Whitney Shares were acquired
from various stockholders of Holdings, but none were purchased from Holdings
itself. As Whitney wished to acquire only issued and outstanding shares, many
stockholders exercised options and warrants and sold the underlying shares to
Whitney upon exercise. The Whitney Shares represented, in the aggregate,
65.23% of the outstanding capital stock of Holdings on a fully diluted basis
on March 31, 2001.

         Whitney acquired the Whitney Shares pursuant to the following
agreements: (a) a Stock Purchase Agreement, dated November 20, 2000, by and
among Holdings, Whitney, Michael J. Hartnett and Hartnett Family Investments,
L.P., (b) a Stock Purchase Agreement, dated November 20, 2001 by and among
Whitney, Merban Equity, OCM Principal Opportunities Fund, L.P. and various of
their respective past or present affiliates, (c) a letter agreement, dated
December 18, 2000, by and between Whitney and Credit Suisse First Boston
Corporation, and (d) a Stock Purchase Agreement, dated January 5, 2001, by
and among Whitney and the stockholders of Holdings a party thereto. As an
inducement to Whitney to acquire the Whitney Shares, Holdings provided
certain representations, warranties and indemnities pursuant to the Stock
Purchase Agreement referenced in clause (a) above.


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         In connection with the acquisition of the Whitney Shares, the
Certificate of Incorporation of Holdings was amended to authorize the Series
A Preferred Stock and modify certain characteristics of the Class B
Supervoting Common Stock and Holdings, Dr. Hartnett, Hartnett Family
Investments, L.P. and Whitney entered into a Stockholders' Agreement
concerning their ownership of equity securities of Holdings and granting
Whitney, Dr. Hartnett and Hartnett Family Investments, L.P. certain rights,
including granting Whitney the right to appoint a member of the Board of
Directors of Holdings and the Company.

         Dr. Hartnett, the Chairman, President and Chief Executive Officer of
the Company, currently owns approximately 0.004% (approximately 15.38% on a
fully diluted basis) of the outstanding capital stock of Holdings, and,
through the operation of provisions of Holdings' certificate of
incorporation, he has the power to control a majority of the voting rights of
all capital stock of Holdings. See "Item 12. Security Ownership of Certain
Beneficial Owners and Management" and "Item 13. Certain Relationships and
Related Transactions."

         The Company has entered into a Management Services Agreement with
Whitney, pursuant to which Whitney will provide RBCA with certain financial
consulting and management advisory services, in exchange for the payment of
certain management fees and the reimbursement of certain expenses.

         RECAPITALIZATION

         On June 23, 1997, pursuant to a Redemption and Warrant Purchase
Agreement (the "Recapitalization Agreement") dated May 20, 1997, Holdings
effected a recapitalization of its outstanding capital stock, including the
financing and other transactions consummated by Holdings, the Company and its
subsidiaries in connection therewith (the "Recapitalization"). In connection
with the Recapitalization, all of the outstanding preferred stock of Holdings
("Preferred Stock") was redeemed by Holdings and substantially all of the
outstanding common stock of Holdings ("Holdings Common Stock") and warrants
to purchase Holdings Common Stock ("Holdings Warrants") held by
non-management stockholders of Holdings were redeemed or purchased by
Holdings, or certain current stockholders or warrantholders of Holdings,
including certain affiliates of Credit Suisse First Boston ("CSFB") and one
of the purchasers of the Discount Debentures (as defined herein).

         The Recapitalization was financed with the proceeds from the
issuance by the Company of $110 million of 9 5/8% Senior Subordinated Notes
due 2007 (the "Notes"), the incurrence by the Company of $16 million of term
loans (the "Term Loans"), the issuance by Holdings of approximately $74.8
million in Senior Secured Discount Debentures (the "Discount Debentures") and
warrants (the "Discount Warrants") to purchase 6,731 shares of Class A Common
Stock, par value $.01 per share, of Holdings ("Class A Common Stock") for an
aggregate gross consideration of $40 million. The Term Loans are a part of
the senior credit facilities (the "Senior Credit Facilities") of the Company
with a group of lenders, which also include a $54 million revolving credit
facility (the "Revolving Credit Facility").

         On January 22, 1998, the Company consummated an exchange of all of
the outstanding Notes for substantially identical Notes that were registered
under the Securities Act of 1933, as amended. Such exchange was undertaken
pursuant to obligations of the Company under the indenture governing the
Notes (the "Indenture") and certain other agreements entered into by the
Company in connection with the Recapitalization.

         Additionally, in connection with the Recapitalization, (i) the
Company paid a dividend to Holdings in the amount of approximately $56.9
million (the "Dividend") to finance the Recapitalization, (ii) Holdings used
the proceeds of the Dividend and the proceeds from the sale of the Discount
Debentures and the Discount Warrants, to redeem Holdings Common Stock and
Preferred Stock and to purchase Holdings Warrants for aggregate consideration
of approximately $92.2 million, (iii) Holdings assigned its rights to
purchase certain shares of Holdings Common Stock and Holdings Warrants under
the Recapitalization


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Agreement to Dr. Michael J. Hartnett, certain affiliates of CSFB, OCM
Principal Opportunities Fund, L.P. (the "Oaktree Fund"), Kirk Morrison, The
Sommers Family Trust and Mitchell Quain, (iv) Holdings repurchased (the
"Hartnett Repurchase") 1,250 Holdings Warrants from Dr. Hartnett for an
amount per share of Holdings Common Stock underlying such Holdings Warrants
equal to $514 less the approximately $77 exercise price of such warrants (an
aggregate of approximately $550,000), (v) Holdings issued warrants
exercisable for 1,250 shares of Class B Supervoting Common Stock, par value
$.01 per share, of Holdings ("Class B Common Stock") at an exercise price of
$514 per share to Dr. Hartnett, (vi) Holdings loaned $500,000 to Dr. Hartnett
(the "Hartnett Loan") to finance a portion of his purchase of Holdings Common
Stock and Holdings Warrants referred to in clause (iii) above, (vii) Holdings
paid to Dr. Hartnett a fee of $1 million (the "Hartnett Fee"), (viii)
Holdings converted all of Dr. Hartnett's shares of Holdings Common Stock into
shares of Class B Common Stock, and amended all Holdings Warrants held by Dr.
Hartnett to provide that they be exercisable for shares of Class B Common
Stock, (ix) the Company repaid outstanding indebtedness of approximately
$52.1 million on its revolving credit facility (the "Existing Revolving
Credit Facility") and its term loan (the "Existing Term Loan") both with
Heller Financial, Inc., ("Heller") and (x) the Company and Holdings paid
certain other fees and expenses, in the approximate aggregate amount of $10.4
million, payable in connection with the foregoing.

         As discussed herein, the Company incurred indebtedness in connection
with the Recapitalization and is leveraged. The degree to which the Company
is leveraged could have important consequences for the Company, including but
not limited to, (i) impairing the ability of the Company to obtain additional
financing for working capital, capital expenditures, acquisitions, debt
service requirements or other purposes, (ii) impacting the portion of cash
flow from operations available for general corporate needs (the
"obligations"), (iii) impacting the Company's ability to compete against its
less leveraged competitors and (iv) increasing the Company's vulnerability in
the event of a downturn in any industry to which the Company markets its
products or a downturn in the economy in general. Although the Company
believes it will be able to pay its obligations as they come due, there can
be no assurance that it will generate earnings in any future period
sufficient to cover its fixed charges.

         MILLER ACQUISITION

         On June 3, 1998, Miller, a wholly owned subsidiary of the Company,
completed the acquisition of Miller Bearing Company, Inc. ("MBC"), a
manufacturer of pins, rollers and screw machine products with facilities in
Bremen, Indiana. The aggregate purchase price for the acquisition, which was
effective as of March 1, 1998, was approximately $11.1 million which included
the assumption of certain liabilities of MBC. Miller discharged an aggregate
of approximately $1.7 million of such assumed liabilities at closing,
representing all notes payable assumed in the transaction. The acquisition
was financed from proceeds from the sale of the Notes.

         TYSON ACQUISITION

         On June 11, 1999, Tyson, a wholly-owned subsidiary of the Company,
completed the acquisition of certain assets of SKF USA, Inc.'s taper roller
bearing operations whose principal operations are located in Glasgow,
Kentucky. The aggregate purchase price for the acquisition, which was
effective as of April 1, 1999, was $10.2 million plus the assumption of
certain liabilities. The acquisition was accounted for under the purchase
method of accounting. The purchase price was allocated to the fair value of
the net assets of the business.

SCHAUBLIN ACQUISITION


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         Effective October 1, 1999, Schaublin Holding SA ("Schaublin"), a
wholly owned subsidiary of the Company, completed an asset and stock purchase
of Schaublin SA, a manufacturer of collets and bearings whose principal
operations are located in Delemont, Switzerland. The acquisition was
accounted for under the purchase method of accounting. The aggregate purchase
price for the acquisition to 14.0 million Swiss Francs, or approximately
$8,830. In fiscal 2001, an adjustment to the purchase price of Schaublin was
made for $520, which resulted from a reevaluation of the net working capital
purchased from the former owners, and a corresponding reduction in the loan
payable. The purchase price was allocated to the fair value of the net assets
of the business.

PART I

GENERAL

         The Company is a manufacturer of highly engineered precision roller,
ball and plain bearings in the United States. Bearings, which are integral to
the manufacture and operation of most machines and mechanical systems, reduce
wear to moving parts, facilitate proper power transmission and reduce damage
and energy loss caused by friction. Many of the Company's products are custom
designed or highly engineered for specific applications to meet demanding
specifications. While the Company manufactures products in all major bearing
categories, the Company focuses primarily on highly technical or regulated
bearing products for niche markets.

         The Company targets the higher end of the domestic bearing market
where it believes its value added manufacturing and engineering capabilities
enable it to differentiate itself from its competitors and to enhance
profitability. The Company believes that it is the leading supplier to many
of its targeted markets and maintains secondary positions in other product
niches where it believes market share gains can be achieved. In fiscal 2001
(which commenced on April 2, 2000 and ended on March 31, 2001), the Company
had sales to more than 3,000 customers with no single customer amounting to
more than 8% of net sales. The Company believes its rapid turnaround on
orders, custom designed engineering and strict adherence to quality and
reliability provide it with significant competitive advantages

         The Company sells primarily to domestic Original Equipment
Manufacturers ("OEMs") and distributors in three markets: industrial,
aerospace and government. Many of the Company's product offerings are in
markets (market sizes between $30 million and $150 million) which require
high service levels, extensive technical engineering support, short lead
times and small production runs. In combination with the Company's efficient
production processes, targeting such markets has allowed the Company to
achieve its plan. Additionally, in an effort to generate more stable
revenues, the Company has increased sales to the replacement market.
Management estimates that currently over 60% of the Company's products are
sold directly or indirectly for use in the replacement market.

         Although the Company operates as one manufacturing and operational
segment, it sells products to various customer markets. During fiscal year
2000, the Company acquired Schaublin S.A. located in Delemont, Switzerland,
and foreign sales in FY2001 were $32.0 million or 18% of the Company's total
sales.

         Approximately 72% of the Company's fiscal 2001 net sales were to the
industrial market. The Company believes opportunities exist to increase sales
in this market as a result of (i) increasing demand for industrial machinery
in both the domestic and international markets, which is expected to expand
existing OEM selling opportunities, (ii) growth in aftermarket demand as the
installed base continues to expand and (iii) the increased emphasis being
placed on maintenance and repair of capital goods given the increasing cost
of such items.

         Approximately 28% of the Company's fiscal 2001 net sales were to the
aerospace market for applications in commercial and military aviation.
According to Boeing, worldwide air travel is expected to


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grow 75% between 1996 and 2006 and the world commercial aircraft fleet is
expected to double by 2016. The Company provides bearings for virtually every
model of commercial aircraft in production, as well as many military
applications, and its customers include all major aerospace manufacturers.

         Included in aerospace sales, approximately 8% of the Company's
fiscal 2001 net sales were to the U.S. government. The Company expects sales
to this market to remain stable in the foreseeable future due to (i)
increased emphasis on repair and maintenance of existing military platforms,
(ii) sole source supplier relationships and replacement part sales for
existing programs and (iii) long product lives of existing programs, which
should ensure steady sales relating to such programs for several years.

BUSINESS STRATEGY

         The Company has developed a business strategy that focuses on good
profitability while growing, both internally and through acquisitions.

         Management believes that the Company's business strategy makes it
well positioned to achieve continued growth and market share gains through
(i) increasing sales to the aftermarket, (ii) continuing its focus on high
margin niche markets where the Company believes it has a sustainable
competitive advantage, (iii) penetrating new markets with innovative
products, (iv) expanding international OEM and distributor sales and (v)
acquiring other manufacturers which have complementary products, similar
distribution channels or provide significant potential for margin enhancement.

COMPETITIVE STRENGTHS

         The Company believes that it has significant competitive strengths,
including a strong management team with extensive managerial experience in
the bearing industry, excellent design and manufacturing capabilities,
long-term customer relationships, a focus on high-end niches of the bearing
market, proprietary manufacturing processes, low cost operations and the
Company's commitment to service.

BEARING INDUSTRY

         Bearings are integral to the manufacture and operation of machines
and mechanical systems. Bearings serve to reduce the wear to moving parts,
ensure proper power transmission and reduce damage and energy loss caused by
friction. Demand for bearings generally follows the market for products in
which bearings are incorporated and the general economy as a whole.
Purchasers of bearings include (i) automotive manufacturers, (ii) industrial
equipment and machinery manufacturers, (iii) producers of commercial and
military aerospace equipment, (iv) agricultural machinery manufacturers and
(v) construction and specialized equipment manufacturers. The Company
estimates that approximately one-third of all bearings manufactured are for
use in the automobile industry, a market in which the Company has recently
begun to participate in strategic areas.

         The domestic bearing market is comprised of three primary product
categories: ball bearings, roller bearings and plain bearings. Ball bearings
are used for high-speed applications; roller bearings for lower speed,
heavily loaded applications; and plain bearings for sliding action and
misalignment applications.

         The domestic market for standard bearings is dominated by three
major international competitors: The Timken Company ("Timken"), Torrington
Company ("Torrington") and SKF USA, Inc. ("SKF"). The balance of the domestic
market, consisting primarily of specialty and custom engineered bearings, is
more fragmented. Due to the shorter production runs and significant post-sale
technical support associated with these products, the Company believes they
are not the primary focus of the larger bearing manufacturers. A group of
smaller companies (including the Company) frequently establish leading
positions, in market share and reputation, in certain of these niche product
lines. Furthermore, competition in these niche markets is based on lead times
and reliability of product and service, and these markets are generally not
as price


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sensitive as the markets for standard bearings.

CUSTOMERS AND MARKETS

         The Company supplies bearings to OEMs and distributors in the
industrial, aerospace and government markets. The industrial OEM market
continues to be the largest market for the Company, accounting for 53% of the
Company's fiscal 2001 net sales. While the Company's sales in its target
markets have historically been concentrated on OEMs, the Company has recently
shifted its focus in the aerospace and industrial markets towards replacement
part sales. The Company believes this generates more stable revenues. The
Company's top ten customers were responsible for generating 34% of the
Company's fiscal 2001 net sales and no single customer was responsible for
generating more than 8% of fiscal 2001 net sales. Five of the Company's top
ten customers are distributors and the remaining five are OEMs.

         The Company does not believe that it is dependent upon a single
customer or a few customers. However, the loss of the Company's major
customers or a substantial decrease in such customers' purchases from the
Company could have a material adverse effect on the financial condition and
results of operations of the Company.

         The aerospace, heavy equipment and other industries to which the
Company sells its products are, to varying degrees, cyclical and have
experienced periodic downturns, which have often had a negative effect on
demand for the Company's products. Although the Company believes that by
concentrating on products with a strong aftermarket demand it has reduced its
exposure to such business downturns, any future material weakness in demand
in any of these industries could have a material adverse effect on the
financial condition and results of operations of the Company.

         INDUSTRIAL

         Industrial bearings are used in a wide range of industries such as
heavy equipment, machine tools, agricultural equipment, pumps and packaging.
Nearly all mechanical devices and machinery require bearings to relieve
friction where one part moves relative to another. The Company's products
target existing market applications in which the Company's engineering and
manufacturing capabilities provide it with a competitive advantage in the
marketplace.

         The Company manufactures a wide range of roller, ball and plain
bearings for industrial uses by customers including Caterpillar, John Deere,
Parker Hannifin, Motion Industries, Applied Industrial Technologies, and
Kaman. See "Products." Sales to the industrial market accounted for 72% of
the Company's fiscal 2001 net sales. Approximately 74% of such sales were to
OEMs while 26% were to distributors. Within the industrial market, the
Company sells to the construction and mining equipment, material handling,
machine tools, semiconductor manufacturing equipment and energy and natural
resources markets. The Company believes that the diversification of its sales
among the various markets of the industrial bearings market reduces its
exposure to downturns in any individual market.

         AEROSPACE

         Bearings are used in numerous applications within airplanes,
helicopters and aircraft engines. The aerospace market utilizes spherical
plain bearings, rod ends, journal bearings and thin section ball bearings.
Bearings are regularly replaced on aircraft in conjunction with routine
maintenance procedures and include such items as high precision ball and
roller bearings and metal-to-metal and self-lubricating plain bearings.
Commercial aerospace customers generally require precision products, often of
special materials, made to unique designs and specifications.

         The Company's penetration of the commercial aerospace market
expanded through the acquisitions of TDC and Heim. Sales to the aerospace
market accounted for 28% of the Company's fiscal 2001 net sales. Of


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this total, 50% reflected sales to OEMs, 23% were to distributors and the
balance of 27% to the U.S. Government. Management estimates that over 75% of
commercial aerospace net sales are actually used as replacement parts since a
portion of OEM sales also are ultimately intended for replacement market use.
The Company supplies bearings for commercial aircraft, commercial aircraft
engines and private aircraft manufacturers, as well as to various military
contractors for airplanes, helicopters and missile systems.

         Essential to servicing the aerospace market is the ability to obtain
product approvals. The Company has in excess of 20,000 product approvals,
which enable it to provide products used in virtually all domestic aircraft
platforms presently in production or operation. Product approvals are
typically issued by the Federal Aviation Administration ("FAA") designated
OEMs who are Production Approval Holders ("PAHs") of FAA approved aircraft.
These PAHs provide quality control oversight and generally limit the number
of suppliers directly servicing the commercial aerospace aftermarket. Recent
regulatory changes enacted by the FAA provide for an independent process (the
Parts Manufacturer Approval ("PMA") process), which enables suppliers who
currently sell their products to the PAH, to sell products to the
aftermarket. PMAs are obtained through the process described in Title 14, FAR
Part 21. The Company has submitted over 6,100 PMA applications and has
received over 1,800 approvals to date. There is no assurance that the Company
will receive approvals on all or any of its submissions. To the extent that
such approvals do not materialize, the Company's ability to service the
aerospace market could be adversely affected.

         GOVERNMENT

         The Company manufactures high precision ball and roller bearings,
commercial ball bearings and metal-to-metal and self-lubricating plain
bearings for all branches of the United States military, and certain foreign
military forces. In addition to products that meet military specifications,
these customers often require precision products made of specialized
materials to custom designs and specifications. The Company manufactures an
extensive line of standard products that conform to many domestic military
application requirements, as well as customized products designed for unique
applications. Product approval for use on military equipment is often a
lengthy process ranging from six months to three years, and represents a
significant barrier to new entrants.

         Government sales are included in aerospace sales described above and
accounted for approximately 8% of the Company's fiscal 2001 net sales,
consisting primarily of replacement bearings on programs for which the
Company is the sole source supplier. Despite cutbacks in the overall defense
budget during the 1990s, appropriations for maintenance and repairs for
product platforms serviced by the Company have remained stable. Military
programs for which the Company supplies component products include airplanes,
helicopters, turbine engines and armored vehicles.

         While a significant portion of the Company's sales are directly or
indirectly to the U.S. government, related military or other government
projects, no significant portion of such sales are subject to renegotiation
of profits or termination of contracts at the election of the government.
However, compliance with various government regulations may be required.
Violations of such regulations could result in termination of the Company's
contracts, which may have material adverse effects on the Company's
operations. In addition, the consolidation and combination of defense
manufacturers may eliminate customers from the industry and/or put downward
pricing pressures on sales of component parts sold by the Company. Such
factors could result in a material adverse effect on the Company.

PRODUCTS

         The Company's products and services include six broad categories:
plain bearings, roller bearings, ball bearings, linear precision products,
machine tool collets and refurbishment, each of which includes both standard
and highly specialized and customized products. Within the five major
categories that encompass


                                       9

<PAGE>

the Company's product offerings, its major bearing products include heavy
duty needle roller bearings, cam follower bearings, metal-to-metal, ball
bearing and self-lubricating rod ends and spherical bearings, high precision
ball and roller bearings, precision ball screws and semi-precision unground
ball bearings. Bearings are employed to fulfill several functions including
reduction of friction, transfer of motion and carriage of loads.

         PLAIN BEARINGS

         Plain bearings accounted for 31% of the Company's fiscal 2001 net
sales. In general, plain bearings are produced with either self-lubricating
or metal-to-metal designs and consist of several sub-classes, including rod
end bearings, spherical plain bearings and journal bearings. Unlike ball
bearings, which are used in high-speed rotational applications, plain
bearings are primarily used to rectify inevitable misalignments in various
mechanical components. Such misalignments are either due to machining
inaccuracies or result when components change position relative to each
other. Spherical plain bearings are designed for heavy equipment
applications. Spherical plain bearings and rod end bearings are used in the
aerospace market in the same applications as airframe control ball bearings.
Heim and TDC produce Teflon(R) fabric lined sleeves for the aerospace market.

         ROLLER BEARINGS

         Roller bearings are anti-friction bearings that use rollers instead
of balls. The Company manufactures four basic types of roller bearings: heavy
duty needle roller bearings with inner rings, tapered roller bearings, track
rollers and aircraft roller bearings. The sale of roller bearings accounted
for 38% of the Company's fiscal 2001 net sales. Track rollers have widespread
use in heavy industrial machinery applications. The Company is a leading
producer of roller bearings for use in helicopters. The Company produces
medium sized tapered roller bearings used primarily in heavy truck axle
applications. A significant portion of the sales of this product are to the
aftermarket. The Company offers several needle roller bearing designs
produced at the Bremen and Miller facilities. Needle bearings are used in
various industrial applications and in certain U.S. military aircraft
platform bearing applications that require high load carrying capability in a
confined space. The product is also used as a shaft for another type of
bearing or to support rotating components in mechanical or electromechanical
devices. The Company produces this product in bearing quality steel but also
has the capability to produce this product from various grades of low carbon,
stainless or tool steel.

         BALL BEARINGS

         The Company manufactures four basic types of ball bearings: high
precision aerospace, airframe control, thin section and commercial ball
bearings. Ball bearings accounted for 21% of the Company's fiscal 2001 net
sales. High precision aerospace bearings are primarily sold to customers in
government or the defense industry that require more technically
sophisticated bearing products providing higher degrees of fault tolerance
given the criticality of the applications in which they are used. Airframe
control ball bearings are precision ball bearings that are plated to resist
corrosion and are qualified under a military specification. Thin section ball
bearings are specialized bearings that use extremely thin cross sections and
give specialized machinery manufacturers many advantages. The Company is also
involved in two niche markets: unground ball bearings and specialty inch and
metric ball bearings.

         LINEAR PRECISION PRODUCTS

         LPP produces precision ground ball bearing screws that offer
repeatable positioning accuracy in machine tools, transfer lines, robotic
handling and semiconductor equipment. Linear precision products accounted for
approximately 2% of the Company's fiscal 2001 net sales. LPP's products are
primarily used in the machine tool industry where the Company believes
significant opportunities to cross-sell the Company's other products, such as
collets, exist. LPP supplies products to new, replacement and repair markets.


                                      10
<PAGE>

         MACHINE TOOL COLLETS

         Schaublin produces precision machine tool collets that provide
effective part holding and accurate part location during machining
operations. The machine tool collets accounted for approximately 7% of the
Company's fiscal 2001 net sales. The Company believes that significant
opportunities to expand sales of this product outside of Europe exist.

         BEARING REFURBISHMENT PROGRAM

         ITB has developed a bearing refurbishment center. Management
estimates this to be a $60 million market that historically has not been well
served. Bearing refurbishment accounts for approximately 1% of the Company's
fiscal 2001 net sales. The Company believes that, as an OEM manufacturer of
bearing components, it is well positioned to serve this industry. Refurbished
bearings offer the end user significant savings and provide the equivalent
service level. As material costs are minimal and most primary machining and
grinding operations are not required to operate in this market, the
opportunity exists for higher margins. The Company believes bearing
refurbishment will continue to be a growing market, but does not currently
expect this program to have a material impact upon its results of operations
or liquidity for at least the next three to five years.

         The RBC Linear Precision Products facility has upgraded their
precision ball screw repair facility to allow them to focus on this growing
market. Management estimates this to be a $60 million market that has been
fragmented in the past among many small companies. The Company believes that
LPP, as an OEM manufacturer of precision ball screws, it is well positioned
to service this industry. As this is a service-oriented business, the
opportunity exists for higher margins. The Company does not currently expect
this program to have a material impact upon its results of operations or
liquidity for at least the next three to five years.

ISO CERTIFICATION

         The Company is in the process of achieving ISO Certification
throughout its locations and has currently attained the following approvals:


RBC division                        ISO 9001
TDC division                        ISO 9002
Heim division                       ISO 9002
Bremen subsidiary                   ISO 9002
Miller subsidiary                   ISO 9002
Tyson subsidiary                    ISO 9001
Schaublin subsidiary                ISO 9001


MANUFACTURING AND OPERATIONS

         The Company's production processes are designed to reduce costs and
improve overall profitability. Using its operating strategy, the Company
endeavors to design its manufacturing process so that machine and labor
utilization are optimized and total costs are reduced. Cost savings are
generated through management of monthly product line profit and loss. On a
monthly basis, gross margins of every product line within each product group
are reviewed. The Company monitors the progress of its efficiency efforts on
an ongoing basis, both monthly and quarterly, and reacts quickly to resolve
problems or capitalize on unanticipated opportunities.


                                      11
<PAGE>

         Custom products are sold at a premium based on factors such as lot
size and availability. Management believes it has a thorough understanding of
the products and customers in the markets it serves, allowing the Company to
utilize aggressive and competitive pricing practices.

         CAPACITY

         The Company's plants currently run on a single shift and a light
second shift at selected locations to meet the demands of its customers.
Management believes that current capacity levels, with annual capital
expenditures equal to approximately 4% of sales in turning and grinding
equipment in the future, will permit the Company to effectively meet demand
levels through at least 2002. Management also believes that as it continues
to invest in bearing professionals, the ability to increase capacity and move
to full second shifts, if required, could be accomplished without
compromising product quality or involving significant additional capital
expenditure.

         INVENTORY MANAGEMENT

         The Company's increasing emphasis on the distributor/aftermarket has
required it to maintain greater inventories of a broader range of products
than the OEM market historically demanded. As a result, the Company has
implemented an inventory management program designed to balance customer
delivery requirements with economically optimal inventory levels. In this
program, each product is categorized based on characteristics including order
frequency, number of customers and sales volume. Using this classification
system, management's primary goal is to maintain a sufficient supply of
standard items while minimizing warehousing costs. In addition, production
cost savings are achieved by optimizing plant scheduling around inventory
levels and customer delivery requirements. This leads to more efficient
utilization of manufacturing facilities and minimized plant production
changes while maintaining sufficient inventories to service customer needs.

         INTEGRATION OF ACQUISITIONS

         The Company has demonstrated an ability to institute programs that
improve the performance of acquired companies. The process involves applying
the Company's operating strategy, rationalizing the product offerings and
appropriately capitalizing the acquisition.

MARKETING

         The Company's marketing strategy is aimed at increasing sales within
its three primary market sectors and targeting specific profitable niche
products. To affect this strategy, the Company seeks to expand into
geographic areas not previously served by it and continues to capitalize on
new markets and industries for existing and new products. The Company employs
a technically proficient sales force and also utilizes marketing managers,
product managers, customer service representatives and product application
engineers in its selling efforts.

         Despite the difficulties inherent in the development of a quality,
technically astute, sales force in the bearing industry, the Company has been
able to accelerate the growth of its sales force through the hiring of sales
personnel with prior bearing industry experience, complemented by an in-house
training program, implemented in 1995, which has graduated 22 professionals.
The Company will continue to hire and develop expert sales professionals and
strategically locate them to implement its expansion strategy. Today, the
Company employs strategically located sales professionals in North America,
Europe and Latin America in its sales and marketing effort.

         The Company has placed an emphasis on increasing sales to
distributors serving the spare parts aftermarket in the Company's key
industry markets. Sales to this market tend to be less cyclical as they arise
out of end users' needs for replacement bearings on existing equipment. See
"Customers and Markets."


                                      12
<PAGE>

Management estimates that sales to the replacement market exceeded 60% of the
Company's fiscal 2001 sales. Management intends to continue to focus on
building distributor sales volume.

         With regard to its OEM customers, the Company has and continues to
focus on establishing and maintaining relationships with OEMs that produce
products with strong aftermarket demand characteristics for the Company's
products. The Company's OEM relationships also provide it with extensive
cross-selling opportunities, as many OEM products utilize several types of
bearings manufactured by the Company.

COMPETITION

         Competition in the bearing industry is based on a number of factors,
including price, product line offering, technical service and timeliness of
supply. The Company believes that it is well positioned to compete with
regard to each of these factors in each of the markets in which it operates.

         For large run bearing products, price is a very important factor.
Larger manufacturers generally are relative low cost producers in the more
standard bearing product lines and are thus able to attain extensive market
shares. However, with niche product lines, when the production runs are
smaller, larger manufacturers are often unable to achieve the economies of
scale needed to maintain their low-cost producer status. As a result, while
the Company competes with the larger bearing manufacturers in some of the
more standard bearing product markets, its primary competition includes
smaller niche companies such as Kaydon Corporation, New Hampshire Ball
Bearings and McGill Manufacturing Company, Inc a Division of Emerson Power
Transmission. Competitors to the Company's ballscrew product line are 20th
Century and Thompson Industries.

         Bearings manufacturers operating in the more specialized market
compete by maintaining a broad product line and adequate inventories to
service the aftermarket. This enables such manufacturers to exploit the trend
of OEMs towards sourcing a broader range of products from a small number of
suppliers. Additionally, in certain industries and groups, purchasers require
product approval on an industry or company specific level for their component
parts.

         Other factors in the more specialized bearing market include strong
distribution channels, quality product, strong technical product service,
customer support and long-term customer relationships.

         While the Company believes that it has significant strengths over
several of its competitors, many of its competitors are more diversified than
the Company, have greater resources than the Company and possess greater
market share in certain markets of the bearing industry. In addition, the
Company relies on certain of its competitors for its own raw materials and in
certain circumstances, produces products for and sells products to its
competitors for resale under such competitors' names. See "Suppliers and Raw
Materials."

BACKLOG

         As of March 31, 2001, the Company had a backlog of $78.7 million as
compared to a backlog of $77.7 million as of April 1, 2000. The Company
continues to maintain a strong backlog of orders. The Company sells many of
its products pursuant to contractual agreements, single source relationships
or long-term purchase orders, each of which may permit early termination by
the customer. However, due to the nature of many of the products supplied by
the Company and the lack of availability of alternative suppliers to meet the
demands of such customers' orders in a timely manner, the Company believes
that it is not practical or prudent for most customers, including many of the
Company's largest customers, to shift their bearing business to other
suppliers.

EMPLOYEES


                                      13
<PAGE>


         The Company had approximately 1,428 employees at April 1, 2001.

         Currently, collective bargaining agreements with the United Auto
Workers (UAW) cover substantially all of the hourly employees at the
Company's West Trenton, New Jersey; Fairfield, Connecticut; and Bremen,
Indiana plants, and collective bargaining agreements with the United
Steelworkers (USWA) covers substantially all the hourly employees at the
Company's Kulpsville, Pennsylvania and Glasgow, Kentucky plants. A collective
bargaining agreement with the Association of Swiss Engineering Employers
(ASM) covers substantially all of the hourly employees at the Company's
Delemont, Switzerland plant. The West Trenton agreement expires on July 1,
2001; the Fairfield agreement expires on January 31, 2002; the Bremen
agreement expires on June 30, 2002; the Kulpsville agreement expires on
October 25, 2002; the Glasgow agreement expires on March 29, 2002; and the
Delemont agreement expires on June 30, 2003. All other hourly employees are
non-unionized.

         The Company considers its relations with its employees to be
satisfactory and has not experienced a significant work stoppage in over
thirteen years. However, there can be no assurance that additional employees
who are not represented by unions will not elect to be so represented in the
future or that any of the collective bargaining agreements will be renewed
when they expire or that the Company will not experience strikes, work
stoppages or other situations.

         In addition, the Company's business is managed by a small number of
key executive officers. Accordingly, the loss of services of certain of these
executives, including Dr. Hartnett, could have a material adverse impact on
the financial condition and results of operations of the Company. There can
be no assurance that the services of such personnel will continue to be made
available.

SUPPLIERS AND RAW MATERIALS

         The Company obtains raw materials, component parts and supplies from
a variety of sources and generally from more than one supplier. The Company's
principal raw material is steel. The Company's suppliers and sources of raw
materials are based in the United States. The Company believes that its
sources are adequate for its needs in the foreseeable future, that there
exist alternative suppliers for its raw materials and that in most cases
readily available alternative materials can be used for most of its raw
materials. The Company does not believe that the loss of any one supplier
would have a material adverse effect on the financial condition or results of
operations of the Company.

         Notwithstanding the foregoing, the Company relies on certain of its
competitors for its own raw materials. There is no assurance that such
competitors will continue to supply raw materials to the Company in the
future.

INTELLECTUAL PROPERTY

         The Company's policy is to file patent applications to protect its
technology, inventions and improvements that are important to the development
of its business, and to seek trademark protection with respect to its product
titles that have achieved brand name recognition. The Company also relies
upon trade secrets, know-how and continuing technological innovation to
develop and maintain its competitive position. The Company holds six United
States patents (including those covering the RBC Roller(TM) cam follower and
Quadlube(TM) spherical plain bearing) and has three additional United States
patent applications pending. The Company has registered twelve trademarks in
the United States. There can be no assurance that such rights will not be
infringed upon, that additional patents will be issued as a result of the
Company's applications and that the Company's trade secrets will not
otherwise become known to or independently developed by competitors. The
Company believes that it would have adequate remedies for any such
infringement or use or that claims allowed under such patents or any existing
patents will not be challenged or invalidated or would


                                      14
<PAGE>

be of adequate scope to protect the Company's technology. The Company does
not believe that any individual item of intellectual property is material to
its business.

ENVIRONMENTAL COMPLIANCE

                  The Company is subject to various federal, state and local
environmental laws, ordinances and regulations, including those governing
discharges of pollutants into the air and water, the storage, handling and
disposal of solid wastes, hazardous wastes and hazardous substances and the
health and safety of employees ("Environmental Laws"). Agencies responsible
for enforcing Environmental Laws have authority to impose significant civil
or criminal penalties for non-compliance. The Company believes it is
currently in material compliance with all applicable requirements of
Environmental Laws, but there can be no assurance that some future
non-compliance will not result in the imposition of significant liabilities.

         The Company also may be liable under Environmental Laws, including
the Comprehensive Environmental Response, Compensation, and Liability Act
("CERCLA"), state analogs to CERCLA and certain state property transfer laws,
for the costs of investigation and remediation of contamination at facilities
currently or formerly owned or operated by the Company, or at other
facilities at which the Company has disposed of hazardous substances. In
connection with such contamination, the Company may also be liable for
natural resource damages, government penalties and claims by third parties
for personal injury and property damage.

         State agencies are currently overseeing investigation, remediation
and/or monitoring activities at the Company's facilities in Fairfield,
Connecticut, West Trenton, New Jersey, Santa Ana, California, Rancho
Dominguez, California and Hartsville, South Carolina and the prior property
owners have conducted limited remediation at the Company's Kulpsville,
Pennsylvania and Bremen, Indiana facilities. The former owners of these
facilities have agreed to indemnify the Company for liabilities arising from
environmental conditions that existed prior to the date of purchase of such
facilities by the Company, which has covered most of the costs of ongoing
activities to date, although the Company has relinquished the indemnity for
the Fairfield, Connecticut facility. Moreover, there can be no assurance that
the indemnities relating to the other facilities, all of which contain
negotiated dollar limits, will be adequate to resolve any remaining cleanup
liabilities or that the indemnifying parties will perform or continue to
perform their indemnification obligations.

         At the Company's two facilities located in California and its
facility in New Jersey, the previous owners of the assets purchased by the
Company indemnified the Company for liabilities arising from environmental
conditions that existed prior to the date of the Company's purchase of such
assets, subject to certain thresholds, limitations and caps, and are
undertaking cleanup in fulfillment of those indemnification obligations. With
respect to the Rancho Dominguez, California facility, the Company has
contributed a total of approximately $0.1 million toward the cost of the
on-going cleanup. Under the acquisition agreement, the previous facility
owner is responsible for all further costs to cleanup conditions existing at
the time of the transfer of the facility, up to a maximum of the full
purchase price. Until recently, the previous owner operated a groundwater
remediation system at this facility and is now seeking confirmation from the
local environmental regulatory agency that no further remedial action is
required. To the Company's knowledge, any further cleanup costs are not
expected to approach the indemnification cap limit.

         Cleanup has been completed at the Company's Santa Ana, California
facility, although groundwater monitoring continues as required by the
regional regulatory authority. Currently, the previous owner is working with
this regulatory authority to obtain final approval and closure of the
now-concluded cleanup activities at this facility. The Company did not
contribute toward the costs of cleanup, and has not contributed toward the
ongoing monitoring costs. To the Company's knowledge, cleanup and monitoring
costs have not approached the $4.5 million limit on the previous owner's
liability under the acquisition agreement for this facility.

         At the West Trenton, New Jersey facility, the previous facility
owner has been investigating and


                                      15
<PAGE>

remediating the land where the facility is located since the mid-1980s. The
previous owner both indemnified the Company with respect to its cleanup
obligations and is performing the cleanup pursuant to a consent order with
the New Jersey Department of Environmental Protection. The Company has not
contributed to the costs of remediation at this facility, and does not expect
to do so with respect to conditions existing at the time the Company acquired
the facility.

         Each of the Company's Bremen, Indiana facilities formerly had
on-site lagoons used for settling process wastewater. In each case, the
former owner of the facility discontinued use of the lagoon and removed
residual sludge for disposal off-site years before RBC began operations at
the facility. With regard to the former SKF facility located at 1342 West
Plymouth Street in Bremen, some material from the lagoon was disposed of
on-site. Testing of this material revealed that it was not hazardous under
the United States Environmental Protection Agency's EP toxicity protocol and
some of this material remains on-site. The former owner of this facility has
indemnified RBC for pre-existing environmental liabilities at this site. At
the former Miller Bearings facility located at 225 Industrial Boulevard in
Bremen, the former owner removed residual sludge for off-site disposal and a
Phase II environmental sampling investigation at this facility did not reveal
the existence of regulated substances in excess of applicable regulatory
standards. The former owner of this facility has indemnified RBC for
pre-existing environmental liabilities at this site. Neither of the Bremen
facilities has been the subject of any regulatory interest in connection with
the cleanup of the former lagoons. Although there can be no assurance, the
Company does not expect to incur material costs with respect to these former
lagoons.

         At the Company's Kulpsville, Pennsylvania facility, the Company is
operating an oil water separator installed by a previous owner to remove
petroleum from groundwater impacted by releases from an underground storage
tank that was removed from the site by the previous owner in the early
1990's. Operation and maintenance costs for this system to date have been
minimal and are being paid by the Company. If the state regulatory agency
were to require additional cleanup activities in the future, the Company
believes that the cost of that cleanup would be covered by an indemnity from
the prior owner. There can be no assurance that the cost of such a cleanup,
if required, would not exceed the limits of the prior owner's indemnification
obligations to the Company or that the prior owner would honor its indemnity
obligations.

         At the request of the state regulatory agency, the Company is
monitoring groundwater contamination at its Hartsville, South Carolina
facility. This contamination appears to have resulted from an underground
storage tank removed from the site prior to the Company's acquisition of the
facility. To date, the state has not required cleanup activities beyond
monitoring. Monitoring costs have remained minimal and are being paid by the
Company. In the early 1990's, the Company submitted to the state
environmental regulatory agency a closure plan for a former wastewater lagoon
at the Hartsville facility. To date, the state agency has not required that
the Company take any action with respect to the lagoon. If the agency were to
require cleanup activities in the future regarding either the former lagoon
or the former tank, the Company believes that the cost of such cleanups would
be covered by an indemnity from the prior owner of the facility. There can be
no assurance that the cost of such a cleanup, if required, would not exceed
the limits of the prior owner's indemnification obligations to the Company or
that the prior owner would honor its indemnity obligations.

         Certain types of property transactions in Connecticut and New Jersey
may trigger investigation and cleanup obligations under the Connecticut
Transfer Act (the "CTA") or the New Jersey Industrial Site Recovery Act (the
"ISRA"), respectively. In connection with the purchase of its Fairfield,
Connecticut facility in 1996, the company was required by the CTA to submit
an investigation and remediation plan for known environmental contamination
at that facility. Although this known contamination had been the result of
operations conducted by the facility's prior owner, the Company agreed to
assume responsibility for completing cleanup efforts previously initiated by
that owner. In 1996, the Company submitted and obtained regulatory approval
for its investigation and remediation plan as required by the CTA. The
results of this investigation revealed the continued presence of certain low
level soil and groundwater contamination, the


                                      16
<PAGE>

remediation of which had been commenced by the previous owner of the
facility. In March 1998, the Company submitted these findings to Connecticut
Department of Environmental Protection ("CTDEP"). In April 1999, CTDEP
responded to this submission and requested that the Company develop a
workplan for additional investigation, analysis and possible remediation to
address the isolated, low level residual contamination at this facility.
Since then, the Company has been working with CTDEP in an effort to develop
data showing that no further remedial action is necessary. While the Company
believes that its total investigation and cleanup costs will not exceed $0.2
million, Connecticut regulators may require additional cleanup or monitoring
of the residual contamination at this facility. If such activities are
required, there can be no assurance that the Company's total investigation
and remediation costs will not exceed its $0.2 million estimate.

         The Company's Recapitalization in 1997 also triggered ISRA
obligations at its West Trenton facility, obligating the Company to
investigate all possible past hazardous substances releases, and to cleanup
any resulting contamination, at that facility. Under ISRA, investigation
requirements for facilities that are currently being remediated pursuant to
an earlier ISRA-triggering transaction may be merged into that ongoing ISRA
investigation. In this case, the West Trenton facility has been the subject
of an ongoing ISRA (and its predecessor statute) groundwater investigation
and remediation by the facility's prior owner since the Company's acquisition
of the facility in 1987. Accordingly, the New Jersey regulatory authorities
have informed the Company that its ISRA obligations triggered by the 1997
Recapitalization are being satisfied by the prior owner's ongoing ISRA
investigation and remediation. That investigation has not found any
additional contamination that would require remediation beyond that which
continues to be performed by the facility's prior owner.

         Prior to, and in connection with, the acquisition of a facility or
business, the Company endeavors to obtain indemnification from parties whom
the Company believes to be able to support such indemnities. Further, the
Company takes such actions as it deems warranted to establish the scope of
any environmental issues that exist as of such purchase, as well as to assess
what potential environmental liabilities exist. Such actions include
investigations by members of management of the Company of the records and
facilities relating to the plant or business to be acquired, analysis of
existing investigations, analyses and compliance work done by the sellers and
commissioning its own studies, investigations or analyses.

         The Company monitors its various facilities and operations for
compliance with Environmental Laws and exposure to environmental claims,
including, where deemed necessary, the hiring of outside consultants to
conduct surveys and tests. When presented with a potential violation or
claim, the manager of the facility in question will, in coordination and
consultation with management of the Company, endeavor to establish the scope
and nature of the issue, and, if possible, resolve the issue without resort
to litigation or formal proceedings. The Company also undertakes an analysis
of the various indemnification obligations owed to it to ascertain which, if
any, would apply, and the procedures to be followed to perfect its rights
with respect to potential recoveries. Several members of management of the
Company have experience in dealing with such issues and take a leading role
in resolving issues that arise.

         Future events, such as new releases of hazardous substances, new
information concerning past releases of hazardous substances, changes in
existing Environmental Laws or their interpretation, and more rigorous
enforcement by regulatory authorities, may give rise to additional
expenditures, compliance requirements or liabilities that could have a
material adverse effect on the financial condition and results of the
operations of the Company. See "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations."


                                      17
<PAGE>



ITEM 2.  PROPERTIES

         The principal executive offices of the Company are comprised of
13,728 square feet of office space located at the Heim division in Fairfield,
Connecticut which it owns. The Company conducts manufacturing in
approximately 80,000 square feet at such facility where it manufactures plain
bearing product, both Teflon(R) lined and metal to metal and commercial ball
bearings. The Company also owns: (i) a facility in Hartsville, South
Carolina, consisting of approximately 104,000 square feet of manufacturing
space, occupied by the RBC division, at which facility the Company
manufacturers the smaller end of all of the RBC division's product lines, and
performs the initial machining operations for a large percentage of the
product manufactured in the West Trenton, New Jersey facility; (ii) a
facility in Kulpsville, Pennsylvania, consisting of approximately 130,000
square feet of manufacturing space, occupied by Nice, at which facility the
Company manufactures commercial ground and unground ball bearings; (iii) a
facility in Rancho Dominguez, California, consisting of approximately 69,100
square feet of manufacturing space, occupied by ITB, at which facility the
Company manufactures high precision ball and roller bearings for the
aerospace industry, thin section ball bearings and large diameter cam
followers; (iv) a facility in Santa Ana, California consisting of
approximately 80,000 square feet of manufacturing space, occupied by the TDC
division, at which facility the Company manufactures journal bearings and
spherical plain bearings; (v) a facility in Walterboro, South Carolina,
consisting of approximately 40,000 square feet of manufacturing space,
occupied by LPP, at which facility the Company manufactures ball screws, ball
spline and ball screw actuator product lines and (vi) 48,000 square feet of
manufacturing space in Bremen, Indiana, occupied by Miller, at which facility
the Company produces needle bearings. Additionally the Company leases: (i)
55,000 square feet of manufacturing space in West Trenton, New Jersey,
occupied by the RBC division, at which facility the Company manufactures
heavy duty needle roller bearings for the aerospace industry as well as the
RBC division's larger diameter heavy duty needle roller bearings and single
fracture spherical plain bearings; (ii) 22,000 square feet of space in
Waterbury, Connecticut, at which facility the Company manufactures thin
section bearings, primarily for use by ITB (iii) a facility in Bremen,
Indiana consisting of approximately 64,000 square feet of manufacturing
space, occupied by Bremen, at which facility the Company manufacturers needle
roller bearings (iv) approximately 240,000 square feet of manufacturing space
in Glasgow, Kentucky, at which facility the Company manufacturers tapered
roller bearings (vi) a facility in Delemont, Switzerland, occupied by
Schaublin consisting of approximately 131,000 square feet, at which facility
the Company manufactures spherical bearings, rod ends, collets and tool
holders and (vii) a facility in Reynosa, Tamaulipas, Mexico occupied by RBC
de Mexico consisting of approximately 20,000 square feet, at which facility
the Company manufactures thin section bearings, primarily for use by ITB.

         The lease for the West Trenton, New Jersey facility expires on
February 28, 2009, the lease for the Waterbury, Connecticut facility expires
on February 28, 2003, a portion of the lease for the Bremen, Indiana facility
expires on July 16, 2002, the lease for the Glasgow, Kentucky facility
expires on June 30, 2005, the lease for the Delemont, Switzerland facility
expires on December 31, 2009 and the lease for the Reynosa, Mexico facility
expires on August 1, 2005.



                                      18
<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

         There are various claims and legal proceedings against the Company
relating to its operations in the normal course of business, none of which the
Company believes to be material. The Company currently maintains insurance
coverage for product liability claims. There can be no assurance that
indemnification from its customers and coverage under insurance policies will be
adequate to cover any future product liability claims against the Company.






                                      19
<PAGE>



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.









                                      20
<PAGE>



PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         As of March 31, 2001, there were 100 shares of common stock, par
value $.01 per share, of the Company ("Company Common Stock") outstanding,
all of which were held by Holdings. There is no established public trading
market for the Company Common Stock.

         As of March 31, 2001, there were 24,754.608 shares of Holdings Class
A Common Stock outstanding held by 7 holders and 1 share of Holdings Class B
Common Stock outstanding held by Michael J. Hartnett. In addition, as of
March 31, 2001, there were outstanding warrants and options to purchase up to
an additional 6,060.87 shares of Holdings Class A Common Stock and 5,491.46
shares of Holdings Class B Common Stock.

DIVIDENDS

         The Company, as a wholly owned subsidiary of Holdings, from time to
time will pay dividends (and has paid the Dividend in connection with the
Recapitalization) to Holdings from funds legally available therefore to fund
Holdings' operations. No cash dividends have been declared by Holdings on the
Common Stock in the last three years. Holdings intends to retain earnings to
finance the development and growth of its business. Accordingly, Holdings
does not anticipate that any dividends will be declared on the Holdings
Common Stock for the foreseeable future. Future payments of cash dividends,
if any, will depend on the financial condition, results of operations,
business conditions, capital requirements, restrictions contained in
agreements, future prospects and other factors deemed relevant by the Board
of Directors of the Company and Holdings. Further, the Company's ability to
declare and pay dividends on the Company Common Stock is restricted by
certain covenants in the credit agreement relating to the Senior Credit
Facilities (the "Credit Agreement") and the Indenture. Holdings' ability to
pay and declare dividends is restricted by certain covenants in the indenture
related to the Discount Debentures (the "Discount Indenture").

UNREGISTERED SALES OF STOCK

         In connection with the Recapitalization, Holdings assigned its right
under the Recapitalization Agreement to purchase certain shares of Holding's
Common Stock and Holdings Warrants to Dr. Hartnett, certain affiliates of
CSFB, the Oaktree Fund, Kirk Morrison, The Sommers Family Trust and Mitchell
Quain. In addition, in connection with the Recapitalization, Holdings issued
warrants to purchase 1,250 shares of Class B Common Stock to Dr. Hartnett and
issued the Discount Warrants to the Oaktree Fund and Northstar (as defined
herein). See "Item 1. Business - History and Recent
Developments--Recapitalization."

         Pursuant to the Stock Option Plan (as defined herein), Holdings has
issued options to purchase 1,728 shares of Holdings Class A Common Stock in
fiscal year 1998 and 409.5 shares (options with respect to 100 of which were
subsequently cancelled and returned to the plan for future grant) of Holdings
Class A Common Stock in fiscal year 1999, and 167.5 shares of Holdings Class
A Common Stock in fiscal year 2000, and as a result thereof was obligated to
issue additional warrants to purchase 542 shares of Holdings Class A Common
Stock to the Oaktree Fund and Northstar pursuant to certain anti-dilution
provisions of the Discount Warrants.

         In connection with the Whitney transaction, 106 shares of Class A
Common Stock were issued pursuant to certain anti-dilution provisions.


                                      21
<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data presented below for the fiscal years in the
four-year period ended March 31, 2001 has been derived from the Consolidated
Financial Statements of the Company which have been audited by Arthur
Andersen LLP, and the selected financial data presented below for each of the
fiscal years in the year ended March 29, 1997 has been derived from the
Consolidated Financial Statements of the Company, which have been audited by
Ernst & Young, LLP. The information presented below should be read in
conjunction with "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial
Statements and Notes to Consolidated Financial Statements contained elsewhere
in this Form 10-K.


<TABLE>
<CAPTION>
                                                                           FISCAL YEAR ENDED
                                            -----------------------------------------------------------------------
                                            MARCH 29      MARCH 28         APRIL 3        APRIL 1     MARCH 31
                                             1997(a)       1998(b)          1999(c)       2000(d)       2001
                                            -----------------------------------------------------------------------
                                                              (dollars in thousands)
<S>                                         <C>           <C>              <C>            <C>         <C>
Statement of Operations Data:

Net Sales                                    $93,427      $136,009         $147,932       $177,148    $176,435
Operating Income                             $13,202      $ 10,600         $ 21,073       $ 31,439    $ 32,403
Extraordinary Charge, Net                    $     -      $    625         $      -       $      -    $      -
Net Income (Loss)                            $ 4,640      $ (1,917)        $  3,895       $ 10,018    $  7,894

Balance Sheet Data:

Total Assets                                $124,513      $156,405        $164,819       $192,093     $207,189
Total Debt                                  $ 62,815      $136,200        $145,075       $157,582     $161,416
Cash Dividends                              $      -      $ 56,977        $      -       $      -     $  3,571
Stockholder's Equity (Deficit)              $ 37,372      $(14,922)      $ (11,027)      $ (1,159)    $  6,434
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Includes the results of operations for LPP and Nice following their
     respective effective dates of acquisition in October 1996 and February
     1997.

(b)  Includes the results of operations for Bremen following the effective date
     of its acquisition in July 1997.

(c)  Includes the results of operations for Miller for the full fiscal year

(d)  Includes the results of operations for Tyson for the full fiscal year, and
     the results of Schaublin following the effective date of acquisition of
     October 1, 1999.


                                      22
<PAGE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

FISCAL 2001 COMPARED TO FISCAL 2000

     NET SALES

The Company's net sales were $176.4 million in fiscal 2001 and $177.1 million
in fiscal 2000. Net sales related to the Schaublin acquisition, which was
effective October 1, 1999, were $16.0 million in fiscal 2001 and $8.7 million
in fiscal 2000. Net sales for the Company excluding the Schaublin acquisition
decreased $8.0 million or 4.8% from fiscal 2000, primarily due in part to a
softness in the manufacturing sectors, runoff of contracts in the Tyson
products and delayed shipments of aircraft products.

     GROSS MARGIN

         Gross margin increased by approximately 5.1% or $2.9 million, to
$60.2 million for fiscal 2001 from $57.3 million for fiscal 2000. Gross
margin as a percentage of net sales increased from 32.3% to 34.1%. These
increases are primarily the result of strategic pricing increases, better
operational performance through Kaizen management techniques and machine tool
capital enhancements.

     OPERATING EXPENSES

         Selling, general and administrative ("SG&A") expenses increased by
approximately 7.5%, or $1.9 million, to $27.0 million in fiscal 2001 from
$25.1 million in fiscal 2000 primarily due to expenses relating to the
acquired companies. Other operating expenses increased by $0.1 million in
fiscal 2001 to $0.8 million.

      OPERATING INCOME

         Operating income increased by approximately 3.0%, or $1.0 million,
to $32.4 million for the current year versus $31.4 million for fiscal 2000
primarily due to the higher gross margin and was partially offset by higher
SG&A expenses.

      NON-OPERATING EXPENSES

         Non-operating expenses of $3.6 million in fiscal 2001 represents
certain fees and expenses associated with an investment in Holdings by J.H.
Whitney.

      INTEREST EXPENSE

         Interest expense for fiscal 2001 was $15.7 million as compared to
$15.0 million for fiscal 2000.

      INCOME BEFORE TAXES

         Income before taxes decreased by $3.3 million to $13.1 million in
fiscal 2001 from $16.4 million in fiscal 2000, primarily due to the
non-operating expenses, which were somewhat offset by increased operating
income.

      NET INCOME

         Net income for fiscal 2001 reflects a tax provision of $5.2 million
compared to a tax provision of $6.4 million for fiscal 2000. Net income
decreased by $2.1 million to $7.9 million in the current year compared to


                                      23
<PAGE>

$10.0 million last year, primarily due to the non-operating expenses, and was
somewhat offset by the decreased income tax provision.

FISCAL 2000 COMPARED TO FISCAL 1999

     NET SALES

         The Company's net sales increased by approximately 19.7%, or $29.2
million, to $177.1 million in fiscal 2000 from $147.9 million in fiscal 1999.
Net sales growth in fiscal 2000 was primarily due to acquisitions. Net sales
for fiscal 2000 included $37.9 million related to the Tyson acquisition,
which was effective April 1, 1999, and the Schaublin acquisition, which was
effective October 1, 1999. Net sales for the Company excluding the Tyson and
Schaublin acquisitions decreased $8.7 million or 5.9% from fiscal 1999,
primarily due to cyclical factors in the aerospace business and an agreement
with a major customer to delay shipment of contractually committed orders.

     GROSS MARGIN

         Gross margin increased by approximately 27.9% or $12.5 million, to
$57.3 million for fiscal 2000 from $44.8 million for fiscal 1999. Gross
margin as a percentage of net sales increased from 30.3% to 32.3%. These
increases are primarily the result of strategic pricing increases, better
operational performance through Kaizen management techniques and machine tool
capital enhancements.

     OPERATING EXPENSES

         Selling, general and administrative ("SG&A") expenses increased by
approximately 9.1%, or $2.1 million, to $25.1 million in fiscal 2000 from
$23.0 million in fiscal 1999 primarily due to expenses relating to the
acquired companies. Other operating expenses remained constant in fiscal 2000
at $0.7 million.

      OPERATING INCOME

         Operating income increased by approximately 49.2%, or $10.3 million,
to $31.4 million for the current year versus $21.1 million for fiscal 1999
primarily due to the higher gross margin and was partially offset by higher
SG&A expenses.

    INTEREST EXPENSE

         Interest expense for fiscal 2000 was $15.0 million as compared to
$14.5 million for fiscal 1999.

    INCOME BEFORE TAXES

         Income before taxes increased by $9.8 million to $16.4 million in
fiscal 2000 from $6.6 million in fiscal 1999, primarily due to the increased
operating income.

       NET INCOME

         Net income for fiscal 2000 reflects a tax provision of $6.4 million
compared to a tax provision of $2.7 million for fiscal 1999. Net income
increased by $6.1 million to $10.0 million in the current year compared to
$3.9 million last year.

LIQUIDITY AND CAPITAL RESOURCES


                                      24
<PAGE>

         Net cash provided by operating activities was approximately $8.7
million for fiscal 2001, versus $14.5 million in fiscal 2000. The decrease of
$5.8 million is primarily the result of the net income decrease of $2.1
million combined with working capital changes of $1.6 million, the non-cash
tax effect of an exercise of stock options and warrants of $3.1 million, an
increase in the net deferred income tax asset of $5.0 million and a decrease
in depreciation of $0.2 million.

         Cash used in investing activities decreased by $18.8 million to $6.2
million in fiscal 2001 from $25.0 million in fiscal 2000. Acquisition costs
were $19.0 million lower in fiscal 2001, due to the acquisitions of Tyson and
Schaublin of $10.2 million and $8.8 million, respectively, in fiscal 2000.
This utilization was somewhat offset by a decrease in cash flow due to
restricted marketable securities of $0.2 million.

         The Company had net cash outflows from financing activities of $0.4
million primarily due to draw downs on our revolving credit facility of $9.0
million, less principal payments on bank loans and capital lease obligations
of $5.8 million. Additionally, the Company paid a dividend to Holdings of
$3.6.

         Principal and interest payments under the Senior Credit Facilities,
interest payments on the Notes, and the funding of acquisitions, represent
significant liquidity requirements for the Company. With respect to the Term
Loans, the Company began to make its required quarterly scheduled principal
payments in September 1997. The Term Loans bear interest at a floating rate
based upon the interest rate option elected by the Company. As a result of
the indebtedness incurred in connection with the Recapitalization, the
Company's post-Recapitalization interest expense was higher and will continue
to have a greater proportionate impact on net income in comparison to
pre-Recapitalization periods.

         The Company believes that borrowings available under the Revolving
Credit Facility, cash flow from operations and cash on hand will provide
adequate funds for ongoing operations, planned capital expenditures and debt
service payments for the foreseeable future. The Company's ability to incur
indebtedness is limited by the terms of the Credit Agreement, the Indenture
and the Discount Debentures.

ENVIRONMENTAL COMPLIANCE

         The Company is subject to various federal, state and local
environmental laws, ordinances and regulations, including those governing
discharges of pollutants into the air and water, the storage, handling and
disposal of solid wastes, hazardous wastes and hazardous substances and the
health and safety of employees. Agencies responsible for enforcing
Environmental Laws have authority to impose significant civil or criminal
penalties for non-compliance. The Company believes it is currently in
material compliance with all applicable requirements of Environmental Laws,
but there can be no assurance that some future non-compliance will not result
in the imposition of significant liabilities.

         Additionally, capital expenditures and operating costs associated
with the Company's compliance with Environmental Laws may increase in the
future if environmental laws become more stringent, are enforced more
rigorously, or if the Company's operations were to change.

         Prior to, and in connection with, the acquisition of a facility or
business, the Company endeavors to obtain indemnification from parties whom
the Company believes to be able to support such indemnities. Further, the
Company takes such actions as it deems warranted to establish the scope of
any environmental issues that exist as of such purchase, as well as to
project what potential environmental liabilities exist. Such actions include
investigations by members of management of the Company of the records and
facilities relating to the facility or business to be acquired, analysis of
existing investigations, analyses and compliance work done by the sellers and
commissioning its own studies, investigations or analyses.

         The Company monitors its various facilities and operations for
compliance with Environmental Laws and exposure to environmental claims,
including, where deemed necessary, the hiring of outside consultants to
conduct surveys and tests. When presented with a potential violation or
claim, the manager of the facility


                                      25
<PAGE>

in question will, in coordination and consultation with management of the
Company, endeavor to establish the scope and nature of the issue, and, if
possible, resolve the issue without resort to litigation or formal
proceedings. The Company also undertakes an analysis of the various
indemnification obligations owed to it to ascertain which, if any, would
apply, and the procedures to be followed to perfect its rights with respect
to potential recoveries. Several members of management of the Company have
experience in dealing with such issues and take a leading role in resolving
issues that arise.













                                      26
<PAGE>




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                     ROLLER BEARING COMPANY OF AMERICA, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                     CONSOLIDATED FINANCIAL STATEMENTS AS OF
                MARCH 31, 2001 AND APRIL 1, 2000 AND FOR EACH OF
            THE THREE FISCAL YEARS IN THE PERIOD ENDED MARCH 31, 2001


<TABLE>
<S>                                                              <C>
Report of Independent Public Accountants                             F - 2

Consolidated Balance Sheets                                          F - 3

Consolidated Statements of Operations                                F - 4

Consolidated Statements of Cash Flows                                F - 5

Consolidated Statements of  Stockholder's Equity (Deficit)
         and Comprehensive Income                                    F - 6

Notes to Consolidated Financial Statements                       F - 7 to F - 27

Schedule II - Valuation and Qualifying Accounts                        46
</TABLE>








                                     F-1
<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder
of Roller Bearing Company of America, Inc.:

We have audited the accompanying consolidated balance sheets of Roller
Bearing Company of America, Inc. (a Delaware corporation and a wholly owned
subsidiary of Roller Bearing Holding Company, Inc.) and subsidiaries as of
March 31, 2001 and April 1, 2000, and the related consolidated statements of
operations, stockholder's equity (deficit) and comprehensive income and cash
flows for each of the three years in the period ended March 31, 2001. These
financial statements and schedule referred to below are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements and the schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 financial statements and schedule referred to above
present fairly, in all material respects, the financial position of Roller
Bearing Company of America, Inc. and subsidiaries as of March 31, 2001 and
April 1, 2000, and the results of their operations and their cash flows for
each of the three years in the period ended March 31, 2001 in conformity with
accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the
accompanying index is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.



                                                         /s/ ARTHUR ANDERSEN LLP


Stamford, Connecticut
June 26, 2001






                                     F-2
<PAGE>




                     ROLLER BEARING COMPANY OF AMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                              MARCH 31,          APRIL 1,
                                                                                                2001               2000
                                                                                           ----------------    --------------
<S>                                                                                           <C>                <C>
ASSETS

       Current assets:
            Cash                                                                               $   3,126         $   1,051
            Accounts receivable, net of allowance for doubtful accounts of
                 $257 at March 31, 2001 and $279 at April 1, 2000                                 37,019            31,775
            Inventories                                                                           67,629            58,166
            Prepaid expenses and other current assets                                              3,531             1,778
                                                                                           --------------    --------------
                 Total current assets                                                            111,305            92,770
                                                                                           --------------    --------------

       Property, plant and equipment, net                                                         60,001            60,987
       Restricted marketable securities                                                            4,041             4,501
       Excess of cost over net assets acquired, net of accumulated amortization
            of $5,823 at March 31, 2001 and $5,022 at April 1, 2000                               25,951            26,752
       Deferred financing costs, net of accumulated amortization of $3,759 at
            March 31, 2001 and $2,720 at April 1, 2000                                             4,501             5,561
       Other assets                                                                                1,390             1,522
                                                                                           --------------    --------------
                 Total assets                                                                 $  207,189         $ 192,093
                                                                                           ==============    ==============

LIABILITIES AND STOCKHOLDER'S DEFICIT

       Current liabilities:
            Accounts payable                                                                  $   14,428         $  10,413
            Accrued expenses and other current liabilities                                        13,349            13,484
            Current portion of long-term debt                                                     26,631            15,331
            Obligations under capital leases, current portion                                        726               808
                                                                                           --------------    --------------
                 Total current liabilities                                                        55,134            40,036
                                                                                           --------------    --------------

       Long-term debt                                                                            134,785           142,251

       Capital lease obligations, less current portion                                               727             1,316

       Other noncurrent liabilities                                                               10,109             9,649
                                                                                           --------------    --------------
                 Total liabilities                                                               200,755           193,252
                                                                                           --------------    --------------

       Commitments and contingencies

       Stockholder's equity (deficit):
            Common stock - $.01 par value; 1,000 shares
                 authorized; 100 shares issued and outstanding
                 at March 31, 2001 and at April 1, 2000                                                -                 -
            Additional paid in capital                                                             9,708             6,600
            Currency translation adjustment                                                           12              (150)
            Retained earnings (deficit)                                                           (3,286)           (7,609)
                                                                                           --------------    --------------
                 Total stockholder's equity (deficit)                                              6,434            (1,159)
                                                                                           --------------    --------------

                 Total liabilities and stockholder's equity (deficit)                         $  207,189         $ 192,093
                                                                                           ==============    ==============
</TABLE>

                           See notes to consolidated financial statements.




                                      F-3

<PAGE>




                     ROLLER BEARING COMPANY OF AMERICA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              FISCAL YEAR ENDED
                                                 MARCH 31,          APRIL 1,         APRIL 3,
                                                    2001              2000             1999
                                                 ----------   -----------------     ----------
<S>                                              <C>          <C>                   <C>
Net sales                                        $  176,435        $ 177,148        $ 147,932

Cost of sales                                       116,245          119,888          103,165
                                                 ----------   -----------------     ----------
Gross margin                                         60,190           57,260           44,767

Operating expenses:
     Selling, general and administrative             27,011           25,112           23,008
     Other expense, net of other income                 776              709              686
                                                 ----------   -----------------     ----------
                                                     27,787           25,821           23,694

Operating income                                     32,403           31,439           21,073

Non-operating expense                                 3,600                -                -
Interest expense, net                                15,660           15,037           14,465
Minority interest                                        16                7                -
                                                 ----------   -----------------     ----------

Income before taxes                                  13,127           16,395            6,608

Income tax expense                                    5,233            6,377            2,713
                                                 ----------   -----------------     ----------

Net income                                        $   7,894        $  10,018         $  3,895
                                                 ==========   =================     ==========
</TABLE>

                 See notes to consolidated financial statements.


                                       F-4
<PAGE>



                     ROLLER BEARING COMPANY OF AMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                     FISCAL YEAR ENDED
                                                                                            MARCH 31,     APRIL 1,       APRIL 3,
                                                                                              2001         2000           1999
                                                                                           ----------    ----------    ----------
<S>                                                                                        <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net income                                                                         $   7,894      $ 10,018     $   3,895
        Adjustments to reconcile net income to net cash
             provided by operating activities:
             Depreciation                                                                      7,840         8,098         8,175
             Deferred income taxes                                                             1,155         2,715           562
             Tax benefit on exercise of stock options                                          3,108             -             -
             Amortization of excess of cost over net assets acquired                             801           801           801
             Amortization of deferred financing costs                                          1,039           985           969
             Changes in working capital, net of acquisitions:
                  (Increase) decrease in accounts receivable                                 (5,475)       (1,089)         1,107
                  (Increase) decrease in inventories                                         (9,541)       (3,401)       (5,112)
                  (Increase) decrease in prepaid expenses & other current assets             (2,714)          454           (70)
                  (Increase) decrease in other non-current assets                                (9)         (952)         (777)
                  Increase (decrease) in accounts payable                                      4,015       (2,517)       (2,336)
                  Increase (decrease) in accrued expenses & other current liabilities            165       (3,372)       (6,421)
                  Increase (decrease) in other non-current liabilities                           438         2,716         2,912
                                                                                           ----------    ----------    ----------

             Net cash provided by operating activities                                         8,716        14,456         3,705

CASH FLOWS FROM INVESTING ACTIVITIES:
        Acquisition of subsidiaries                                                                -      (19,030)      (11,088)
        Purchase of property, plant & equipment, net                                         (6,619)       (6,582)       (9,434)
        Sale (purchase) of restricted marketable securities, net                                 460           617       (1,113)
                                                                                           ----------    ----------    ----------

             Net cash used in investing activities                                           (6,159)      (24,995)      (21,635)

CASH FLOWS FROM FINANCING ACTIVITIES:

        Net increase in revolving credit facility                                              9,000         3,000         7,500
        Issuance of Industrial Revenue Bond                                                        -         4,800         3,000
        Proceeds from long-term debt                                                               -         7,707             -
        Payments of bank term loan                                                           (4,885)       (3,000)       (1,625)
        Principal payments on capital lease obligations                                        (906)       (1,058)       (1,279)
        Dividend paid to parent company                                                      (3,571)             -             -
                                                                                           ----------    ----------    ----------

             Net cash provided by financing activities                                         (362)        11,449         7,596

CASH AND CASH EQUIVALENTS:
        Effect of exchange rate changes                                                        (120)         (150)             -
                                                                                           ----------    ----------    ----------

        Increase (decrease) during the year                                                    2,075           760      (10,334)
        Cash, at beginning of year                                                             1,051           291        10,625
                                                                                           ----------    ----------    ----------
        Cash, at end of year                                                               $   3,126      $  1,051      $    291
                                                                                           ==========    ==========    ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
        Cash paid during the period for:
             Interest                                                                      $  14,454      $ 14,489     $  13,213
                                                                                           ==========    ==========    ==========
             Income taxes                                                                  $   1,131      $  1,916      $    587
                                                                                           ==========    ==========    ==========
</TABLE>

                 See notes to consolidated financial statements.



                                      F-5
<PAGE>




                     ROLLER BEARING COMPANY OF AMERICA, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                            AND COMPREHENSIVE INCOME
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             RETAINED       ACCUMULATED
                                              ADDITIONAL    EARNINGS/          OTHER            TOTAL
                                               PAID-IN    ACCUMULATED      COMPREHENSIVE    STOCKHOLDER'S           COMPREHENSIVE
                                               CAPITAL      (DEFICIT)      INCOME (LOSS)   EQUITY/(DEFICIT)      INCOME/(LOSS)
                                             -------------------------------------------------------------------------------------
<S>                                           <C>         <C>              <C>             <C>                   <C>
Balance at March 28, 1998                        $  6,600    $  (21,522)          $      -     $   (14,922)             $       -
  Net income                                            -          3,895                 -            3,895                 3,895
                                             -------------------------------------------------------------------------------------
  Comprehensive income                                                                                                      3,895

Balance at April 3, 1999                            6,600       (17,627)                 -         (11,027)                     -
  Net income                                            -         10,018                 -           10,018                10,018
  Currency translation adjustment                       -              -             (150)            (150)                 (150)
                                             -------------------------------------------------------------------------------------
  Comprehensive income                                                                                                      9,868

Balance at April 1, 2000                            6,600        (7,609)             (150)          (1,159)                     -

  Net income                                            -          7,894                 -            7,894                 7,894
  Currency translation adjustment                       -              -               162              162                   162
  Tax benefit of warrant redemption                 3,108              -                 -            3,108                     -
  Dividend paid to parent                               -        (3,571)                            (3,571)
                                             -------------------------------------------------------------------------------------
  Comprehensive income                                                                                                      8,056

Balance at March 31, 2001                        $  9,708     $  (3,286)         $      12       $    6,434             $       -
                                             =====================================================================================
</TABLE>

                            See notes to consolidated financial statements.


                                     F-6
<PAGE>



                     ROLLER BEARING COMPANY OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (ALL CURRENCIES IN THOUSANDS)

1.       ORGANIZATION AND BUSINESS

Roller Bearing Company of America, Inc., ("RBC" or the "Company"), a Delaware
corporation, is a wholly owned subsidiary of Roller Bearing Holding Company,
Inc. ("Holdings"). On March 31, 1992, Holdings acquired all of the
outstanding shares of RBC pursuant to an Agreement and Plan of
Reorganization. The acquisition was accounted for under the purchase method
of accounting. The excess of the purchase price ($20,100) over the fair
market value of the tangible net assets acquired by Holdings has been pushed
down and recorded as excess of cost over net assets acquired by the Company.

The Company operates in one business segment in which it manufactures roller
bearing components and assembled parts and designs and manufactures
high-precision roller and ball bearings. The Company sells to a wide variety
of Original Equipment Manufacturers ("OEMs") and distributors who are
primarily domestic but widely dispersed geographically.

On June 23, 1997, pursuant to a Redemption and Warrant Purchase dated May 20,
1997, Holdings effected a recapitalization of its outstanding capital stock
(including the financing and other transactions consummated by Holdings, the
Company and its subsidiaries in connection therewith, the
"Recapitalization"). In connection with the Recapitalization, the Company
issued the Senior Subordinated Notes and incurred the Term Loans described in
Note 5. The proceeds therefrom were utilized to pay a dividend to Holdings to
finance the redemption of a substantial portion of its common stock, all of
its preferred stock and certain outstanding warrants to purchase common
stock, and to pay certain Recapitalization fees and expenses. This
transaction was further financed from the proceeds of certain debt issued
directly by Holdings. In addition, a new group of investors (who were not
previously stockholders of Holdings) purchased shares of common stock and
warrants to purchase common stock of Holdings, directly from certain
stockholders of Holdings. The redemption of shares and warrants was treated
by Holdings as a recapitalization transaction.

Stockholders of Holdings owning approximately 7% of the outstanding voting
shares prior to the effective date of the Recapitalization, owned
approximately 71% of the outstanding voting shares immediately following the
Recapitalization. The new group of investors referred to above owned the
remaining 29% of the voting shares at such time and thus were not controlling
stockholders of either Holdings or the Company. As a result, the transaction
did not result in the establishment of new bases in Holdings' or the
Company's assets and liabilities. Funds disbursed by Holdings and the Company
were charged against their capital accounts to the extent permitted by law.

During fiscal 2001, Whitney Acquisition II, Corp. ("Whitney"), an affiliate
of the private equity firm Whitney & Co., purchased 23,682.65 shares of
Holdings Class A common Stock (the "Whitney Shares") at a price of $3,018.33
per share. The Whitney Shares were acquired from various stockholders of
Holdings, but none were purchased from Holdings itself. As Whitney wished to
acquire only issued and outstanding shares, many stockholders exercised
options and warrants and sold the underlying shares to Whitney upon exercise.
The Whitney Shares represented, in the aggregate, 65.23% of the outstanding
capital stock of Holdings on a fully diluted basis on March 31, 2001.

2.  ACQUISITION OF WHOLLY OWNED SUBSIDIARIES

On June 3, 1998, Miller Bearings, Inc. ("Miller"), a wholly owned subsidiary
of the Company, completed the acquisition of the assets of Miller Bearing
Company, Inc., a manufacturer of pins, rollers and screw machine products
with facilities in Bremen, Indiana. The aggregate purchase price for the
acquisition, which was effective as of March 1, 1998, was approximately
$11,088. The acquisition was accounted for under the purchase method of
accounting, resulting in approximately $2,139 allocable to tangible assets
and $8,949 of excess of purchase price over net assets acquired allocable to
goodwill.

On June 11, 1999, Tyson Bearings Inc. ("Tyson"), a wholly owned subsidiary of
the Company, completed the acquisition of certain assets of SKF USA, Inc.'s
taper roller bearing operations whose principal operations are located in
Glasgow, Kentucky. The aggregate purchase price for the acquisition, which
was effective as of April 1, 1999, was $10,200 plus the assumption of certain
liabilities. The acquisition was accounted for under the purchase method of
accounting. The purchase price was allocated to the fair value of the net
assets of the business.


                                     F-7
<PAGE>

Effective October 1, 1999, Schaublin Holding SA ("Schaublin"), a wholly owned
subsidiary of the Company, completed an asset and stock purchase of Schaublin
SA, a manufacturer of collets and bearings whose principal operations are
located in Delemont, Switzerland. The acquisition was accounted for under the
purchase method of accounting. The aggregate purchase price for the
acquisition to 14.0 million Swiss Francs, or approximately $8,830. In fiscal
2001, an adjustment to the purchase price of Schaublin was made for $520,
which resulted from a reevaluation of the net working capital purchased from
the former owners, and a corresponding reduction in the loan payable. The
purchase price was allocated to the fair value of the net assets of the
business.

The results of operations subsequent to the effective dates of acquisition
are included in the results of operations of the Company. Pro forma
consolidated results of operations of the Company, based upon pre-acquisition
unaudited historical information provided by the former owners for the years
ended April 1, 2000 and April 3, 1999, and includes pro forma adjustments, as
if the acquisitions took place on March 29, 1998 are as follows (unaudited):


<TABLE>
<CAPTION>
                                             APRIL 1, 2000        APRIL 3, 1999
                                             -------------        -------------
<S>                                          <C>                  <C>
Net sales                                      $185,835              $196,945

Net income                                     $ 10,961              $  6,184
</TABLE>


3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

The consolidated financial statements include the accounts of RBC and its
wholly owned subsidiaries, Industrial Tectonics Bearings Corporation ("ITB"),
RBC Linear Precision Products, Inc. ("LPP"), RBC Nice Bearings, Inc.
("Nice"), Bremen Bearings, Inc. ("Bremen"), Miller, Tyson, Schaublin, RBC de
Mexico ("Mexico") and Roller Bearing Company FSC, Inc. ("FSC"), as well as
its Transport Dynamics ("TDC"), Heim ("Heim") and Engineered Components
("ECD") divisions. All material intercompany balances and transactions have
been eliminated in consolidation.

The Company has a fiscal year consisting of 52 or 53 weeks, ending on the
Saturday closest to March 31. Based on this policy, the fiscal 1999 reporting
year contained 53 weeks, while fiscal years 2001 and 2000 contained 52 weeks.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

INVENTORY

Inventories are stated at the lower of cost or market, using the first-in,
first-out method, and are summarized as follows:

<TABLE>
<CAPTION>
                                       MARCH 31, 2001      APRIL 1, 2000
                                       --------------      -------------
<S>                                    <C>                 <C>
Raw material                             $  2,778            $  3,029

Work in process                            16,800              16,345

Finished goods                             48,051              38,792
                                           ------              ------

Total inventories                         $67,629             $58,166
                                          =======             =======
</TABLE>

                                     F-8
<PAGE>

PROPERTY, PLANT, AND EQUIPMENT AND DEPRECIATION

Property, plant, and equipment are recorded at cost. Depreciation of plant
and equipment, including equipment under capital leases, is provided for by
the straight-line method over the estimated useful lives (3 to 39 years) of
the respective assets or the lease term, if shorter. Amortization of assets
under capital leases is reported with depreciation. The cost of equipment
under capital leases is equal to the lower of the net present value of the
minimum lease payments or the fair market value of the leased equipment at
the inception of the lease.

Property, plant and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                             MARCH 31, 2001     APRIL 1, 2000
                                             --------------     -------------
<S>                                          <C>                <C>
Land                                            $  7,630          $  7,633

Buildings                                         12,878            12,239

Machinery & equipment                             87,102            81,546
                                                  ------            ------

Total property, plant & equipment                107,610           101,418

Less:  accumulated depreciation                  (47,609)          (40,431)
                                                 --------          --------

Property, plant and equipment, net               $60,001           $60,987
                                                 =======           =======
</TABLE>

REVENUE RECOGNITION AND CONCENTRATION OF CREDIT RISK

Revenue is recognized upon the passage of title on the sales of manufactured
goods and percentage of completion in certain aerospace long-term projects at
ITB. The Company sells to a large number of OEMs and distributors who service
the aftermarket. The Company's credit risk associated with accounts
receivable is minimized due to its customer base and wide geographic
dispersion. The Company performs ongoing credit evaluations of its customers'
financial condition, and calculates its allowance for doubtful accounts
accordingly.

INTANGIBLE ASSETS

The excess of purchase price over the fair market value of tangible net
assets acquired is being amortized by the straight-line method over a 40-year
period.

Deferred financing costs and related expenses are amortized by the effective
interest method over the lives of the related credit agreements (5 to 23
years).

INCOME TAXES

The Company is included in the consolidated tax return of Holdings and
calculates its provision for income taxes on a separate entity basis.

Income taxes are recognized during the year in which transactions occur and
enter into the determination of financial statement income, with deferred
taxes being provided for temporary differences between amounts of assets and
liabilities for financial reporting purposes and such amounts for tax
purposes. The differences relate primarily to the timing of deductions for
depreciation, goodwill amortization relating to the acquisition of operating
divisions, basis differences arising from acquisition accounting, pension and
retirement benefits, and various accrued and prepaid expenses. Deferred tax
assets and liabilities are recorded at the rates expected to be in effect
when the temporary differences reverse.

                                     F-9
<PAGE>

USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically assesses the net realizable value of its long-lived
assets and evaluates such assets for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be
recoverable. For assets to be held, impairment is determined to exist if
estimated undiscounted future cash flows are less than the carrying amount.
The Company assesses the recoverability of intangible assets by determining
whether the amortization of the asset balance over its remaining life can be
recovered through undiscounted future operating cash flows of the acquired
operation. The amount of asset impairment, if any, is measured based on
projected discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds.

                                     F-10
<PAGE>
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company adopted Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
on April 1, 2001. SFAS 133, as amended by SFAS No. 138, establishes
accounting and reporting standards that require every derivative instrument
(including certain derivative instruments embedded in other contracts) to be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS 133 also requires that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item
included in comprehensive income and requires companies to formally document,
designate, and assess the effectiveness of transactions that receive hedge
accounting. As the Company does not use any derivative financial instruments,
the adoption of SFAS 133 did not have a material impact on the Company's
consolidated results of operations and financial position.

Effective December 31, 2000, the Company adopted Staff Accounting Bulletin
No. 101 "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101
provides guidance on the recognition, presentation, and disclosure of revenue
in the financial statements. The adoption of SAB 101 did not have a material
impact on the Company's consolidated results of operations, financial
condition, or cash flow.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

Assets and liabilities of the Company's foreign operations (Schaublin) are
translated into U.S. dollars using the exchange rate in effect at the balance
sheet date. Results of operations are translated using the average exchange
rate prevailing throughout the period. The effects of exchange rate
fluctuations on translating foreign currency assets and liabilities into U.S.
dollars are included in the foreign currency translation adjustment component
of stockholder's equity, while gains and losses resulting from foreign
currency transactions are included in net income.

RESEARCH AND DEVELOPMENT/ENGINEERING EXPENSES

The company is continually conducting research and developing new products
and enhanced techniques utilizing a team approach that involves its
engineering resources. The majority if its research and development efforts
have historically been directed towards machine building and improvement, for
ultimate use at its various operating facilities. Company research and
development expenses were $254, $277 and $287 in fiscal 2001, 2000 and 1999,
respectively.

RECLASSIFICATIONS

Certain amounts in the prior years' consolidated financials statements have
been reclassified to conform with the current year presentation.

4.  RESTRICTED MARKETABLE SECURITIES

Restricted marketable securities, which are classified as available for sale,
consist of short-term investments of $4,041 and $4,501 at March 31, 2001 and
April 1, 2000, respectively, which were purchased with proceeds from
industrial development revenue bonds issued by the Company during fiscal
2000, 1999 and 1995. The use of these investments is restricted primarily for
capital expenditure requirements in accordance with the applicable loan
agreement and, accordingly, are classified as long-term. These investments
consist of highly liquid investments with insignificant interest rate risk
and original maturities of three months or less, and are carried at market
value, which approximates cost. Fixed maturities consist of U.S. Treasury
Notes and are stated at amortized cost, which approximates market value.

5.  DEBT

In connection with the financing of the Recapitalization disclosed in Note 1,
the Company issued $110,000 aggregate principal amount of 9 5/8% Senior
Subordinated Notes due 2007 (the "Notes"). The Notes pay interest
semi-annually and mature on June 15, 2007, but may be redeemed at the
Company's option beginning on June 15, 2002, as well as, earlier under
certain conditions specified in the indenture (the "Indenture") pursuant to
which the Notes were issued. The Notes are unsecured and subordinate to all
existing and future Senior Indebtedness (as defined in the Indenture) of the
Company. The Notes are fully, unconditionally and irrevocably guaranteed
jointly and severally, on a senior subordinated basis by each of the domestic
wholly owned subsidiaries of the Company.

                                     F-11
<PAGE>

Consolidated financial information regarding the Company, guarantor
subsidiaries and non-guarantor subsidiaries as of and for each of the fiscal
years ended March 31, 2001, April 1, 2000 and April 3, 1999 is presented
below for purposes of complying with the reporting requirements of the
guarantor subsidiaries.

                          CONSOLIDATING BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        SUBTOTAL        NON
                                                                       SUBSIDIARY    GUARANTOR        CORPORATE          TOTAL
                                                                       GUARANTORS   SUBSIDIARIES    AND DIVISIONS       COMPANY
                                                                       ----------   ------------    -------------      ----------
<S>                                                                    <C>          <C>             <C>                <C>
AS OF 03/31/01:
 CASH                                                                  $   (504)      $    2,317        $   1,313      $   3,126
 ACCOUNTS RECEIVABLE, NET                                                 12,118           3,705           21,196         37,019

   RAW MATERIAL                                                            1,379             431              968          2,778
   WORK IN PROCESS                                                         9,891           1,336            5,573         16,800
   FINISHED GOODS                                                         21,486           2,762           23,803         48,051
                                                                -----------------------------------------------------------------
       INVENTORIES                                                        32,756           4,529           30,344         67,629
 PREPAID EXPENSE OTHER CURRENT ASSETS                                        351             438            2,742          3,531
                                                                -----------------------------------------------------------------
      TOTAL CURRENT ASSETS                                                44,721          10,989           55,595        111,305

 PROPERTY, PLANT AND EQUIPMENT, NET                                       32,871           3,274           23,856         60,001

 RESTRICTED MARKETABLE SECURITIES                                          2,463               -            1,578          4,041
 EXCESS OF COST OVER NET ASSETS ACQUIRED, NET                              6,111               -           19,840         25,951
 DEFERRED FINANCING COSTS, NET                                                 -               -            4,501          4,501
 OTHER ASSETS                                                                  -             221            1,169          1,390
                                                                -----------------------------------------------------------------
      TOTAL ASSETS                                                     $  86,166      $   14,484       $  106,539     $  207,189
                                                                -----------------------------------------------------------------

 ACCOUNTS PAYABLE                                                      $   6,913      $    1,253        $   6,262      $  14,428
 INTERCO PAYABLE (RECEIVABLES)                                            63,579             749         (64,328)              -
 INTERCO LOANS                                                                 -           1,740          (1,740)              -
 CURRENT PORTION OF LONG-TERM DEBT                                           194           1,687           24,750         26,631
 OBLIGATIONS UNDER CAPITAL LEASES                                            273               -              453            726
 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES                            4,600             805            7,944         13,349
                                                                -----------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                           75,559           6,234         (26,659)         55,134

  LONG TERM DEBT                                                           3,681           4,229          126,875        134,785
 CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION                             203               -              524            727
 OTHER NONCURRENT LIABILITIES                                              1,020             166            8,923         10,109
                                                                -----------------------------------------------------------------
      TOTAL LIABILITIES                                                   80,463          10,629          109,663        200,755

STOCKHOLDER'S EQUITY (DEFICIT):
 COMMON STOCK                                                                  -              63             (63)              -
                                                                               -               -                -              -
 ADDITIONAL PAID IN CAPITAL                                                    -               -            9,708          9,708
CURRENCY TRANSLATION ADJUSTMENT                                                -               -               12             12
 TOTAL RETAINED EARNINGS                                                   5,703           3,792         (12,781)        (3,286)
                                                                -----------------------------------------------------------------
 TOTAL STOCKHOLDER'S EQUITY                                                5,703           3,855          (3,124)          6,434

 TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                             $   86,166      $   14,484       $  106,539      $ 207,189
                                                                -----------------------------------------------------------------
</TABLE>


                                      F-12
<PAGE>

<TABLE>
<CAPTION>
                                                                        SUBTOTAL           NON          CORPORATE
AS OF 4/1/00:                                                          SUBSIDIARY       GUARANTOR          AND           TOTAL
                                                                       GUARANTORS     SUBSIDIARIES      DIVISIONS       COMPANY
                                                                      -----------     ------------     -----------    -----------
<S>                                                                   <C>             <C>              <C>             <C>
 CASH                                                                 $      (3)      $      532       $      522      $   1,051
 ACCOUNTS RECEIVABLE, NET                                                  7,811           5,235           18,729         31,775
   RAW MATERIAL                                                            1,667             487              875          3,029
   WORK IN PROCESS                                                         9,484           1,688            5,173         16,345
   FINISHED GOODS                                                         16,091           3,022           19,679         38,792
                                                                -----------------------------------------------------------------
       INVENTORIES                                                        27,242           5,197           25,727         58,166
 PREPAID EXPENSE OTHER CURRENT ASSETS                                        107              96            1,575          1,778
                                                                -----------------------------------------------------------------
      TOTAL CURRENT ASSETS                                                35,157          11,060           46,553         92,770
                                                                -----------------------------------------------------------------

 PROPERTY, PLANT AND EQUIPMENT, NET                                       33,805           3,918           23,264         60,987
 RESTRICTED MARKETABLE SECURITIES                                          2,600               -            1,901          4,501
 EXCESS OF COST OVER NET ASSETS ACQUIRED, NET                              6,334               -           20,418         26,752
 DEFERRED FINANCING COSTS, NET                                                 -               -            5,561          5,561
 OTHER ASSETS                                                                  -              31            1,491          1,522
                                                                -----------------------------------------------------------------
      TOTAL ASSETS                                                      $ 77,896      $   15,009         $ 99,188      $ 192,093
                                                                -----------------------------------------------------------------

 ACCOUNTS PAYABLE                                                        $ 3,504      $    2,273         $  4,636       $ 10,413

 INTERCO PAYABLE (RECEIVABLE)                                             60,422            (478)         (59,944)             -
 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES                            5,009           2,759            5,716         13,484
 CURRENT PORTION OF LONG-TERM DEBT                                           146             435           14,750         15,331
 OBLIGATIONS UNDER CAPITAL LEASES                                            231               -              577            808
                                                                -----------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                           69,312           4,989          (34,265)        40,036

  LONG TERM DEBT                                                           3,792           6,334          132,125        142,251
 CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION                             447               -              869          1,316
 OTHER NONCURRENT LIABILITIES                                                735              52            8,862          9,649
                                                                -----------------------------------------------------------------
      TOTAL LIABILITIES                                                   74,286          11,375          107,591        193,252

STOCKHOLDER'S EQUITY (DEFICIT):
 COMMON STOCK                                                                  -           1,740           (1,740)             -
 ADDITIONAL PAID IN CAPITAL                                                    -               -            6,600          6,600
 CURRENCY TRANSLATION ADJUSTMENT                                               -               -             (150)          (150)
 TOTAL RETAINED EARNINGS                                                   3,610           1,894          (13,113)        (7,609)
                                                                -----------------------------------------------------------------
 TOTAL STOCKHOLDER'S EQUITY                                                3,610           3,634           (8,403)        (1,159)

 TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                               $ 77,896       $  15,009          $99,188      $ 192,093
                                                                -----------------------------------------------------------------
</TABLE>



                                     F-13
<PAGE>



                     CONSOLIDATING STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                 SUBTOTAL            NON-
                                                SUBSIDIARY         GUARANTOR          CORPORATE           COMPANY
                                                GUARANTORS        SUBSIDIARIES      AND DIVISIONS          TOTAL
                                                ----------        ------------      -------------          -----
<S>                                             <C>               <C>               <C>                   <C>
    FISCAL YEAR 2001

Net Sales                                       $   79,940          $  16,017          $  80,478          $ 176,435

Total Cost of Sales                                 57,905             10,715             47,625            116,245
                                        ----------------------------------------------------------------------------

Gross Margin                                        22,035              5,302             32,853             60,190

   Selling, general and administrative               5,712              3,131             18,168             27,011
    Other expense, net of other income                 225                  -                551                776

                                        ----------------------------------------------------------------------------
Operating Income                                    16,098              2,171             14,134             32,403

    Nonrecurring charge                                  -                  -              3,600              3,600
    Interest expense, net                             (16)                500             15,176             15,660
    Minority interest                                    -                 16                  -                 16
                                        ----------------------------------------------------------------------------
Income before taxes                                 16,114              1,655            (4,642)             13,127


    Provision (benefit) for
      income taxes                                   6,423                659            (1,849)              5,233
                                        ----------------------------------------------------------------------------

    Net Income                                     $ 9,691               $996           ($2,793)             $7,894
                                        ----------------------------------------------------------------------------

<CAPTION>

                                               SUBTOTAL            NON-
                                              SUBSIDIARY         GUARANTOR           CORPORATE           COMPANY
    FISCAL YEAR 2000                          GUARANTORS        SUBSIDIARIES       AND DIVISIONS          TOTAL
                                              ----------        ------------       -------------          -----
<S>                                           <C>               <C>                <C>                    <C>
Net Sales                                      $    88,244        $     8,687        $     80,217         $ 177,148

Total Cost of Sales                                 65,878              5,585              48,425           119,888
                                        ----------------------------------------------------------------------------

Gross Margin                                        22,366              3,102              31,792            57,260

Selling, general and administrative                  5,718              1,162              18,232            25,112
Other expense, net of other income                     225                  -                 484               709
                                        ----------------------------------------------------------------------------

Operating Income                                    16,423              1,940              13,076            31,439

    Interest expense, net                               21                161              14,855            15,037
    Minority interest                                    -                  7                   -                 7
                                        ----------------------------------------------------------------------------

Income before taxes                                 16,402              1,772             (1,779)            16,395

    Provision (benefit) for
      income taxes                                   6,380                689               (692)             6,377
                                        ----------------------------------------------------------------------------

    Net Income                                     $10,022             $1,083            ($1,087)           $10,018
                                        ----------------------------------------------------------------------------
</TABLE>


                                     F-14
<PAGE>


<TABLE>
<CAPTION>
                                                 SUBTOTAL            NON-
                                                SUBSIDIARY         GUARANTOR           CORPORATE           COMPANY
    FISCAL YEAR 1999                            GUARANTORS        SUBSIDIARIES       AND DIVISIONS          TOTAL
                                                ----------        ------------       -------------          -----
<S>                                             <C>               <C>                <C>                   <C>
Net Sales                                          $66,194                  -             $81,738          $147,932

Total Cost of Sales                                 48,548                  -              54,617           103,165
                                            ------------------------------------------------------------------------

Gross Margin                                        17,646                  -              27,121            44,767

Selling, general and administrative                  4,807              (265)              18,466            23,008
Other expense, net of other income                     224                  -                 462               686
                                            ------------------------------------------------------------------------

Operating Income                                    12,615                265               8,193            21,073

    Interest expense, net                               44                  -              14,421            14,465
                                            ------------------------------------------------------------------------

Income before taxes                                 12,571                265             (6,228)             6,608

    Provision (benefit) for income taxes             5,163                109             (2,559)             2,713
                                            ------------------------------------------------------------------------

    Net Income                                      $7,408              $ 156            $(3,669)            $3,895
                                            ------------------------------------------------------------------------
</TABLE>



                                      F-15
<PAGE>

                     CONSOLIDATING STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                         NON-
                                                                      SUBSIDIARY       GUARANTOR       CORPORATE       COMPANY
                                                                      GUARANTORS     SUBSIDIARIES    AND DIVISIONS      TOTAL
                                                                      ----------     ------------    -------------      -----
<S>                                                                   <C>            <C>             <C>                <C>
FY 2001
Cash flows from operating activities:
Net income                                                            $    9,826        $    995      $  (2,927)     $   7,894
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                          3,540             481           3,819         7,840
     Deferred Taxes                                                            -               -           1,155         1,155
     Tax benefit on exercise of stock options                                  -               -           3,108         3,108
     Amortization of excess of cost over net assets acquired                 224                             577           801
     Amortization of deferred financing costs                                  -               -           1,039         1,039
     Changes in working capital, net of acquisitions:
       (Increase) decrease in current assets                             (9,579)           1,856        (10,007)      (17,730)
       (Increase) decrease in non-current assets                               -               -             (9)           (9)
       Increase (decrease) in current liabilities                        (1,952)           (994)           7,126         4,180
       Increase (decrease) in  non-current liabilities                       286           (114)             266           438
                                                                ---------------------------------------------------------------

   Net cash provided by operating activities                               2,345           2,224           4,147         8,716

Cash flows from investing activities:
     Purchase of property, plant & equipment, net                        (2,704)           (152)         (3,763)       (6,619)
     Sale of restricted marketable securities, net                           460               -               -           460
                                                                ---------------------------------------------------------------

   Net cash used in investing activities                                 (2,244)           (152)         (3,763)       (6,159)

Cash flows from financing activities:
     Net increase in revolving credit facility                                 -               -           9,000         9,000
     Payments on bank term loan                                            (348)           (287)         (4,250)       (4,885)
     Principal payments on capital lease obligations                       (254)               -           (652)         (906)
     Dividend paid to parent company                                           -               -         (3,571)       (3,571)
                                                                ---------------------------------------------------------------

   Net cash provided by financing activities                               (602)           (287)             527         (362)

Cash and Cash Equivalents:
   Effect of exchange rate changes                                             -               -           (120)         (120)

   Increase (decrease) during the year                                     (501)           1,785            791         2,075

Cash, at beginning of year                                                   (3)             532             522         1,051
                                                                ---------------------------------------------------------------
Cash, at end of year                                                 $     (504)     $     2,317       $   1,313     $   3,126
                                                                ===============================================================
</TABLE>


                                      F-16
<PAGE>


<TABLE>
<CAPTION>
                                                                                         NON-          CORPORATE
                                                                      SUBSIDIARY       GUARANTOR          AND          COMPANY
                                                                      GUARANTORS     SUBSIDIARIES       DIVISIONS       TOTAL
                                                                      ----------     ------------    -------------      -----
<S>                                                                   <C>            <C>               <C>             <C>
FY 2000
Cash flows from operating activities:
Net income                                                            $   10,023     $     1,083     $   (1,088)     $  10,018
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                          3,523             260           4,315         8,098
     Deferred Taxes                                                            -               -           2,715         2,715
     Amortization of excess of cost over net assets acquired                 224                             577           801
     Amortization of deferred financing costs                                  -               -             985           985
     Changes in working capital, net of acquisitions:
       (Increase) decrease in current assets                             (7,881)               -           3,845       (4,036)
       (Increase) decrease in non-current assets                               -               -           (952)         (952)
       Increase (decrease) in current liabilities                        (2,333)           (712)         (2,844)       (5,889)
       Increase (decrease) in  non-current liabilities                         -               -           2,716         2,716
                                                                ---------------------------------------------------------------

   Net cash provided by operating activities                               3,556             631          10,269        14,456

Cash flows from investing activities:
     Acquisition of subsidiaries                                               -               -        (19,030)      (19,030)
     Purchase of property, plant & equipment, net                        (3,427)           (106)         (3,049)       (6,582)
     Sale of restricted marketable securities, net                             -               -             617           617
                                                                ---------------------------------------------------------------

   Net cash used in investing activities                                 (3,427)           (106)        (21,462)      (24,995)

Cash flows from financing activities:
     Net increase in revolving credit facility                                 -               -           3,000         3,000
     Issuance of Industrial Revenue Bond                                       -               -           4,800         4,800
     Proceeds from long tern debt                                              -               -           7,707         7,707
     Payments on bank term loan                                                -               -         (3,000)       (3,000)
     Principal payments on capital lease obligations                       (328)               -           (730)       (1,058)
                                                                ---------------------------------------------------------------

   Net cash provided by financing activities                               (328)               -          11,777        11,449

Cash and Cash Equivalents:
   Effect of exchange rate changes                                             -               -           (150)         (150)

   Increase (decrease) during the year                                     (199)             525             434           760

Cash, at beginning of year                                                   196               7              88           291
                                                                ---------------------------------------------------------------
Cash, at end of year                                                  $      (3)        $    532         $   522     $   1,051
                                                                ===============================================================
</TABLE>


                                      F-17
<PAGE>

<TABLE>
<CAPTION>
                                                                                         NON-
                                                                      SUBSIDIARY       GUARANTOR       CORPORATE       COMPANY
                                                                      GUARANTORS     SUBSIDIARIES    AND DIVISIONS      TOTAL
                                                                      ----------     ------------    -------------      -----
<S>                                                                   <C>            <C>             <C>               <C>
FY 1999
Cash flows from operating activities:
Net income                                                            $    7,408       $     156      $  (3,669)     $   3,895
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                          3,413               -           4,762         8,175
     Deferred Taxes                                                            -               -             562           562
     Amortization of excess of cost over net assets acquired                 224                             577           801
     Amortization of deferred financing costs                                  -               -             969           969
     Changes in working capital, net of acquisitions:
       (Increase) decrease in current assets                             (7,645)               -           3,570       (4,075)
       (Increase) decrease in non-current assets                               -               -           (777)         (777)
       Increase (decrease) in current liabilities                          (572)           (149)         (8,036)       (8,757)
       Increase (decrease) in  non-current liabilities                       559               -           2,353         2,912
                                                                ---------------------------------------------------------------

   Net cash provided by operating activities                               3,387               7             311         3,705

Cash flows from investing activities:
     Acquisition of subsidiaries                                               -               -        (11,088)      (11,088)
     Purchase of property, plant & equipment, net                        (3,869)               -         (5,565)       (9,434)
     Sale (purchase) of restricted marketable securities, net            (2,431)               -           1,318       (1,113)
                                                                ---------------------------------------------------------------

   Net cash used in investing activities                                 (6,300)               -        (15,335)      (21,635)

Cash flows from financing activities:
     Net increase in revolving credit facility                                 -               -           7,500         7,500
     Issuance of Industrial Revenue Bond                                   3,000               -               -         3,000
     Payments on bank term loan                                                -               -         (1,625)       (1,625)
     Principal payments on capital lease obligations                       (427)               -           (852)       (1,279)
                                                                ---------------------------------------------------------------

   Net cash provided by financing activities                               2,573               -           5,023         7,596

Cash and Cash Equivalents:
   Effect of exchange rate changes                                             -               -               -             -

   Increase (decrease) during the year                                     (340)               7        (10,001)      (10,334)

Cash, at beginning of year                                                   536               -          10,089        10,625
                                                                ---------------------------------------------------------------
Cash, at end of year                                                   $     196         $     7       $      88      $    291
                                                                ===============================================================
</TABLE>

In connection with the Recapitalization, the Company entered into bank credit
facilities (the "Senior Credit Facilities") with a group of lenders providing
for $16,000 of term loans (the "Term Loans") and up to $54,000 of revolving
credit loans and letters of credit (the "Revolving Credit Facility"). The
interest rate on the Term Loans is based on LIBOR plus 2.5%. The applicable
interest rate margin is determined on the first day of each fiscal period
based on the Company's leverage ratio, as defined. The rate in effect at
March 31, 2001 was 7.56%.

In connection with the purchase of Schaublin, the Company entered into a bank
credit facility (the "Swiss Credit Facility") with Credit Suisse providing
for 10,000 Swiss Francs, or approximately $5,734 of term loans (the "Swiss
Term Loans") and up to 1,000 Swiss Francs, or approximately $573, of
revolving credit loans and letters of credit (the "Swiss Revolving Credit
Facility"). Also in connection with the purchase of Schaublin, the Company
entered into a two-year term loan (the "Schaublin Loan") with the Seller for
794 Swiss Francs, or approximately $454.


                                      F-18
<PAGE>



In connection with the purchase of Tyson, the company entered into a loan
with the former owner of Tyson for the purchase of certain leasehold
improvements, which are included in the property, plant and equipment assets.
This loan bears interest at 9.0% and is paid monthly. The term of the loan is
for 75 months, and will end in June 2005.

At March 31, 2001, $18,906 of the Revolving Credit Facility was being
utilized to provide letters of credit to secure the Company's obligations
relating to certain Industrial Development Revenue Bonds ($18,778), described
below, and trade import letters of credit ($128). A letter of credit fee of
2.5% per annum payable quarterly in arrears is required on the outstanding
amount of the letter of credit. As of March 31, 2001 the Company had the
ability to borrow up to an additional $15,594 under the Revolving Credit
Facility. Borrowings outstanding under this facility as of March 31, 2001
were $19,500. A commitment fee of 0.5% per annum payable quarterly in arrears
is required on the unused portion of the Revolving Credit Facility.

The Senior Credit Facilities are secured by substantially all of the
Company's assets. Under the terms of the Senior Credit Facility, the Company
is required to comply with various operational and financial covenants,
including minimum EBITDA, minimum fixed charge coverage, total interest
coverage and maximum leverage ratio.

In addition, the Senior Credit Facility places limitations on the Company's
capital expenditures in any fiscal year, restricts its ability to pay
dividends, requires the Company to obtain the lenders' consent to certain
acquisitions and contains mandatory prepayment provisions which include
prepayments from the sale of the Company's stock and 50% of excess cash flow,
as defined. The Company incurred approximately $7,605 of fees primarily
related to costs associated with the issuance of the Notes as well as the
Senior Credit Facilities. These costs have been capitalized as deferred
financing costs and are being amortized over the terms of the Notes and Term
Loans.

Proceeds from these borrowings were used to repay certain existing
indebtedness as well as to pay a dividend to Holdings in order to consummate
the Recapitalization described in Note 1.

During fiscal 1995, the Company entered into a loan agreement with the South
Carolina Jobs Economic Development Authority ("SC JEDA") which provides for
borrowings up to $10,700 under two industrial development revenue bonds and
during fiscal 1999 the Company entered into an additional loan agreement with
the SC JEDA which provides for borrowings up to $3,000 under an industrial
development revenue bond (the "Bonds" or "IRBs"). Additionally, during fiscal
2000, the Company entered into a loan agreement with the California
Infrastructure and Economic Development Bank which provides for borrowings up
to $4,800 under an industrial development revenue bond. The proceeds from the
Bonds are restricted for working capital requirements and capital expenditure
purposes. As of March 31, 2001, $15,959 of the proceeds have been expended,
and the remaining $4,041 (including accumulated interest of $1,500) is
invested by the trustee in marketable securities. The Series 1994 A and B and
the Series 1999 SC JEDA Bonds are secured by an irrevocable direct-pay letter
of credit issued by one of the Company's lenders. The letter of credit is
equal to the aggregate principal amounts of the bonds plus not less than
forty-five days' interest thereon, calculated at 12% per annum ($13,899). The
Series 1999 California Infrastructure and Economic Development Bank bond is
likewise secured by an irrevocable direct-pay letter of credit issued by one
of the Company's lenders. The Company's obligation to its lenders is secured
pursuant to the provisions of the Credit Facility and is equal to the
aggregate principal amounts of the bond plus not less than fifty days'
interest thereon, calculated at 12% per annum ($4,879).



                                      F-19
<PAGE>



The balances payable under all borrowing facilities are as follows:

<TABLE>
<CAPTION>
                                                                                   MARCH 31, 2001    APRIL 1, 2000
                                                                                   --------------    -------------
<S>                                                                                <C>               <C>
SENIOR SUBORDINATED NOTES PAYABLE                                                        $110,000         $110,000

CREDIT FACILITY

Term Loan, payable in quarterly installments of $250, commencing September 30,
1997, increasing annually thereafter to $1,375 from September 20, 2001 with
final payment due June 30, 2002; bears interest at variable rates, payable monthly
and quarterly for prime and LIBOR-based elections, respectively                             6,625           10,875

Revolving Credit Facility borrowings outstanding                                           19,500           10,500

SWISS CREDIT FACILITY

Term Loan, payable in quarterly installments of approximately $287, commencing
March 2001, increasing thereafter to approximately $430 from March 2004 with final
payment due December 31, 2004; bears interest at variable rates, payable quarterly          5,461            6,031

SCHAUBLIN NOTE

Term Loan, due December, 2001, bears interest at 5%                                           454              737

OTHER LOANS                                                                                   876              939

INDUSTRIAL DEVELOPMENT REVENUE BONDS

Series 1994 A due in annual installments of $180 beginning September 1, 2006,
graduating to $815 on September 1, 2014 with final payment due on
September 1, 2017; bears interest at a variable rate, payable monthly
through December 2017                                                                       7,700            7,700

Series  1994 B  bears  interest  at a  variable  rate,  payable  monthly
through December 2017                                                                       3,000            3,000
Series 1998 tax-exempt industrial development bonds; bear interest at
variable rates, payable monthly through December 2021                                       3,000            3,000

Series 1999 tax-exempt industrial development bonds; bearing
interest at variable rates, payable monthly through April 2024                              4,800            4,800
                                                                                          -------          -------

TOTAL DEBT                                                                                161,416          157,582

LESS:  CURRENT PORTION                                                                     26,631           15,331
                                                                                         --------         --------

LONG-TERM DEBT                                                                           $134,785         $142,251
                                                                                         ========         ========
</TABLE>

The current portion of long-term debt for the year ended March 31, 2001 includes
$19,500 borrowing on the Revolving Credit Facility, which is borrowed on and
paid down periodically throughout the year.


                                      F-20
<PAGE>



Maturities of long-term debt during each of the following five fiscal years and
thereafter are as follows:

                2002                $     26,631
                2003                       2,998
                2004                       1,712
                2005                       1,516
                2006                          59
                Thereafter               128,500
                                         -------
                Total               $    161,416
                                       =========

The estimated fair value of the Company's debt approximates the carrying value
as of March 31, 2001 and April 1, 2000.

6.  OBLIGATIONS UNDER CAPITAL LEASES

Machinery and equipment additions under capital leases amounted to $79, $750
and $422 in fiscal 2001, 2000 and 1999, respectively. The average imputed
rate of interest on these leases is 7.2% in each of the three fiscal years
ended March 31, 2001.

Included in property, plant and equipment are the following assets held under
capital leases as of:


                                                MARCH 31,         APRIL 1,
                                                   2001             2000
                                               -------------    -------------
       Machinery and equipment                    $7,581           $7,497
       Accumulated depreciation                   (5,459)          (5,176)
                                                  --------         -------
       Net capital lease assets                   $2,122           $2,321
                                                  ========         ======


Future minimum lease payments of assets under capital leases at March 31, 2001
are as follows:

       2002                                                 $     819
       2003                                                       598
       2004                                                       144
       2005                                                         4
                                                           -----------
          Total minimum lease payments                          1,565
       Less:   amount representing interest                       112
                                                           -----------
       Present value of net minimum lease payments              1,453

       Less:  current maturities                                  726
                                                           -----------
          Non-current capital lease obligations             $     727
                                                           ==========

                                     F-21
<PAGE>

7.        PENSION PLANS

At March 31, 2001, the Company has noncontributory defined benefit pension
plans covering union employees in its Heim division plant in Fairfield,
Connecticut, its Nice subsidiary plant in Kulpsville, Pennsylvania, its
Bremen subsidiary plant in Bremen, Indiana and its Tyson subsidiary plant in
Glasgow, Kentucky.

Plan assets are comprised primarily of U.S. government securities, corporate
bonds, and stocks. The plans provide benefits of stated amounts based on a
combination of an employee's age and years of service.

The following tables set forth net periodic benefit cost of the Company's
plans, and total pension benefit expense for the three fiscal years in the
period ended March 31, 2001:

<TABLE>
<S>                                                                <C>
Components  of net periodic benefit cost:                            2001                2000                 1999
                                                                     ----                ----                 ----
    Service cost                                                    $ 283                $ 288               $ 361

    Interest cost                                                     813                  718                 621
    Actual return on plan assets                                   (1,039)                (979)               (869)
    Amortization of prior service cost and deferrals                  (29)                 (59)                (75)
    Amortization of (gains) losses                                    (43)                  --                  --
     Plan administrative expenses                                     103                   79                  --
                                                                     ----                 ----                -----
    Net periodic benefit cost of the Company's plans                 $ 88                 $ 47                $ 38
                                                                     ====                 ====                ====
</TABLE>

The following tables set forth the funded status of the Company's pension
benefit plans, the amount recognized in the balance sheets of the Company at
March 31, 2001 and April 1, 2000 and the principal weighted-average
assumptions inherent in their determination:

<TABLE>
<CAPTION>
Change in benefit obligation:                                        2001                 2000
                                                                     ----                 ----
<S>                                                                 <C>                 <C>
         Benefit obligation at beginning of year                    $ 10,129            $ 9,585
         Service cost                                                    283                288
         Interest cost                                                   813                718
         Plan amendments                                                  --                179
         Actuarial  loss/(gain)                                          953               (208)
         Benefits paid                                                  (586)              (433)
                                                                    ---------           --------
         Benefit obligation at end of year                            11,592             10,129
                                                                    ---------            -------

Change in plan assets:
         Fair value of plan assets at beginning of year               11,854              11,087
         Actual return on plan assets                                    (77)              1,343
         Employer contributions                                           71                  --
         Benefits paid                                                  (586)               (433)
         Administrative expense                                         (100)               (143)
                                                                    ---------           --------
         Fair value of plan assets at end of year                      11,162             11,854
                                                                    ---------           --------

Reconciliation of funded status at end of year:

         Funded status                                                   (430)             1,725
         Unrecognized prior service cost                                 (248)              (584)
         Unrecognized actuarial net loss/(gain)                           359             (1,443)
                                                                    ---------           --------
         Accrued benefit cost                                          $ (319)            $ (302)
                                                                    =========          ========
</TABLE>

Benefits under the union plans are not a function of employees' salaries; thus,
the accumulated benefit obligation equals the projected benefit obligation.

                                     F-22
<PAGE>

The assumptions used in determining the funded status information were as
follows:

<TABLE>
<CAPTION>
                                                                      2001               2000              1999
                                                               ----------------------------------------------------------
<S>                                                                   <C>                <C>               <C>
Discount rate                                                          7.50%              7.75%             7.00%
Expected long-term rate of return on plan assets                       9.00%              8.50%             9.00%
</TABLE>

In addition, the Company has a defined contribution plan under Section 401(k)
of the Internal Revenue Code for all of its employees not covered by a
collective bargaining agreement. The plan is funded by participants through
employee contributions and by Company contributions equal to a percentage of
eligible employee compensation. Employer contributions under this plan
amounted to $1,055, $1,026 and $1,439 in fiscal 2001, 2000 and 1999,
respectively.

Effective September 1, 1996 the Company adopted a non-qualified Supplemental
Executive Retirement Plan ("SERP") for a select group of highly compensated
management employees designated by the Board of Directors of the Company. The
SERP allows eligible employees to elect to defer until termination of their
employment the receipt of up to 25% of their current salary. The Company
makes contributions equal to the lesser of 50% of the deferrals or 3.5% of
the employees' annual salary, which vest in full after three years of service
following the effective date of the SERP. Employer contributions under this
plan amounted to $88, $87 and $64 in fiscal 2001, 2000 and 1999, respectively.

8.       POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

The Company, for the benefit of employees at its Heim, West Trenton, Nice and
Bremen facilities, sponsors contributory defined benefit health care plans
that provide postretirement medical benefits to union employees who have
attained certain age and/or service requirements while employed by the
Company. The plans are unfunded and costs are paid as incurred.
Postretirement benefit obligations are included in "Other noncurrent
liabilities" within the Consolidated Balance Sheets.


<TABLE>
<CAPTION>
                                                         ---------------------------------
                                                           FISCAL YEAR     FISCAL YEAR
                                                              2001             2000
                                                         ---------------------------------
<S>                                                        <C>             <C>
Accrued Benefit Cost at Beginning of Year                     $2,694           $2,557
Net Periodic Benefit Cost                                        270              270
Actual Benefit Payments                                         (166)            (133)
                                                             -------          -------
Accrued Benefit Cost at Year End                              $2,798           $2,694
                                                             =======          =======
</TABLE>

                                     F-23

<PAGE>

The net periodic postretirement benefit costs are as follows:

<TABLE>
<CAPTION>
                                                                                          FISCAL YEAR ENDED
                                                                           --------------------------------------------------
                                                                                MARCH 31,        APRIL 1,        APRIL 3,
                                                                                  2001            2000            1999
                                                                           --------------------------------------------------
<S>                                                                             <C>              <C>             <C>
    Service cost                                                                 $ 53             $ 59            $ 70
    Interest cost                                                                 256              233             179
    Prior service cost amortization                                               (88)             (22)           (135)
    Amount of loss/(gain) recognized                                               50               --              --
                                                                           --------------------------------------------------
                                                                                 $271             $270            $114
                                                                           ==================================================
</TABLE>


The Company has contractually capped its liability for certain groups of
future retirees. As a result, there is no health care trend associated with
these groups. The effect of a 1% annual increase in the assumed cost trend
rate would increase the accumulated postretirement benefit obligation by
approximately 4.3% for these plans; the annual service and interest cost
components in the aggregate would not be materially affected. The discount
rate used in determining the accumulated postretirement benefit obligation
for the plans was 7.5% for fiscal year 2001, 7.75 for fiscal year 2000 and 7%
for fiscal year 1999.

9.       INCOME TAXES

The Company is included in the consolidated tax return of Holdings and
calculates its provision for income taxes on a separate entity basis.

The Company's effective income tax rate is reconciled to the U.S. Federal
statutory tax rate as follows:


<TABLE>
<CAPTION>
                                                                              FISCAL YEAR ENDED
                                                               -----------------------------------------------------
                                                                  MARCH 31,         APRIL 1,          APRIL 3,
                                                                     2001              2000            1999
                                                               -----------------------------------------------------
<S>                                                               <C>               <C>               <C>
            Federal statutory tax rate                               34.0%             34.0%           34.0%
            State income taxes - net of federal tax benefit           3.5%              1.1%            5.5%
            Amortization of non-deductible goodwill                   1.5%              3.5%            3.0%
            Other non-deductible items                                0.8%              0.8%           (1.5%)
                                                               -----------------------------------------------------
                   Effective tax rate                                39.8%             39.4%            41.0%
                                                               =====================================================
</TABLE>

                                      F-24
<PAGE>

The income tax provision consisted of:

<TABLE>
<CAPTION>
                                                                               FISCAL YEAR ENDED
                                                             ----------------------------------------------------
                                                                MARCH 31,         APRIL 1,          APRIL 3,
                                                                   2001              2000             1999
                                                             ----------------------------------------------------
<S>                                                             <C>               <C>               <C>
Current:
     Federal                                                      $ 3,299          $ 2,878          $ 1,654
     State                                                            503              724              540
     Foreign                                                          276               80               --
                                                             ----------------------------------------------------
     Total Current                                                  4,078            3,682            2,194
Deferred                                                            1,155            2,695              519
                                                             ----------------------------------------------------
Total                                                             $ 5,233          $ 6,377          $ 2,713
</TABLE>

The net deferred tax asset, for which no valuation allowance has been
established, consists of the following:

<TABLE>
<CAPTION>
                                                                         FISCAL YEAR ENDED
                                                                 -----------------------------------
                                                                     MARCH 31,         APRIL 1,
                                                                        2001             2000
                                                                 -----------------------------------
<S>                                                                  <C>               <C>
Postretirement benefits                                               $  1,272           $ 1,228
Employee compensation accruals                                             777               717
Property, plant and equipment                                           (2,890)           (2,400)
Unremitted foreign earnings                                             (1,117)             (503)
Amortizable excess purchase price                                         (380)             (241)
Other, net                                                               4,459             2,195
                                                                 -----------------------------------
Net deferred tax asset                                                $  2,121            $  996
                                                                 ===================================
</TABLE>

In fiscal 2001 and fiscal 2000, a component of deferred tax assets was
related to the recording of certain liabilities in connection with purchase
accounting.

10.  STOCKHOLDER'S EQUITY

The Company has 100 shares of Common Stock par value $.01 per share
outstanding, all of which is owned by Holdings.

All issuances and redemptions of equity by Holdings are shown on the
financial statements of the Company as dividends paid to and capital
contributions from Holdings.

A summary of the status of Holdings' warrants and stock options outstanding
as of March 31, 2001, April 1, 2000 and April 3, 1999 (including activity
other than related to compensation) and changes during the years ending on
those dates is presented below:




                                      F-25
<PAGE>

<TABLE>
<CAPTION>
                                              NUMBER OF CLASS A COMMON SHARE
                                                     WARRANTS/OPTIONS
                                              --------------------------------
<S>                                           <C>
 Outstanding, March 28, 1998                           15,828.50

 Awarded fiscal 1999                                      471.50

 Cancelled fiscal 1999                                  (100.00)
                                                      ----------

 Outstanding, April 3, 1999                            16,200.00

 Awarded fiscal 2000                                      201.00
                                                      ----------

 Outstanding, April 1, 2000                            16,401.00

 Awarded fiscal 2001                                      106.00

 Exercised fiscal 2001                               (12,056.60)

 Cancelled fiscal 2001                                   (56.20)

 Converted from Class B fiscal 2001                     1,666.67
                                                      ----------

 Outstanding, March 31, 2001                            6,060.87
                                                      ----------
</TABLE>

<TABLE>
<CAPTION>
                                         NUMBER OF SUPERVOTING CLASS B
                                             COMMON SHARE WARRANTS
                                        --------------------------------
<S>                                     <C>
      Outstanding, March 28, 1998                10,077.40

Awarded in fiscal 1999                                  --

Outstanding April 3, 1999                        10,077.40

Awarded fiscal 2000                                     --

Outstanding, April 1, 2000                       10,077.40

Awarded fiscal 2001                                     --

Converted to Class A fiscal 2001                (1,666.67)

Exercised fiscal 2001                           (2,919.27)
                                                ----------

Outstanding March 31, 2001                        5,491.46
                                                ----------
</TABLE>


In connection with the Recapitalization, as described in Note 1, Holdings
issued warrants to purchase 1,250 shares of Class B Common Stock, par value
$.01 per share, of Holdings at an exercise price of $514 per share to the
Company's Chairman. In addition, a new group of investors (who were not
previously stockholders of Holdings) were issued 6,731 warrants to purchase
Class A Common Stock of Holdings. In fiscal 1998, fiscal 1999, fiscal 2000
and fiscal 2001, an additional 340.5, 62, 33.5 and 106 warrants were issued,
respectively, to this new group of investors in respect of an anti-dilution
protection pursuant to issuance of options under the stock option plan. These
warrants were exercised in fiscal 2001.

                                      F-26
<PAGE>

STOCK BASED COMPENSATION

Management participates in Holdings' stock compensation plan. Holdings has
issued warrants to purchase shares of Class B Supervoting Common Stock to Dr.
Hartnett. All other warrants and options are to purchase Class A common stock.

In fiscal 1999, Holdings issued 409.5 options to management (100 of which
were subsequently cancelled) to acquire Class A Common Stock. The term of the
options are 10 years from the date of issuance and they are exercisable at
$514 per share, the estimated fair market at the time of grant.

In fiscal 2000, Holdings issued 167.5 options to acquire Class A Common Stock
to management. The term of the options are 10 years from the date of issuance
and they are exercisable at $514 per share, the estimated fair market value
at the time of grant.

No options were issued to management in fiscal 2001. Members of management
left during fiscal 2001 without exercising the vesting portion of 56.2
options.

The following table summarizes information about compensation related stock
options and warrants outstanding at March 31, 2001:

<TABLE>
<CAPTION>
                      OPTIONS/WARRANTS OUTSTANDING                                OPTIONS/WARRANTS EXERCISABLE
------------------------------------------------------------------------- ----------------------------------------------
     EXERCISE PRICE          OPTIONS/WARRANTS        WEIGHTED AVERAGE       OPTIONS/WARRANTS        WEIGHTED AVERAGE
                               OUTSTANDING           CONTRACTUAL LIFE          EXERCISABLE           EXERCISE PRICE
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S>                          <C>                     <C>                    <C>                     <C>
CLASS A

          $100                   4,768.47                10 years               4,768.47                  $100

          $514                   1,292.40                10 years               1,292.40                  $514

CLASS B

          $100                   4,241.46                10 years               4,241.46                  $100

          $514                   1,250.00                10 years               1,250.00                  $514
</TABLE>

                                      F-27
<PAGE>

The Company accounts for these options and warrants using the intrinsic value
method pursuant to Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," under which no compensation cost has been
recognized. Had compensation cost for these plans been determined based on
the fair value at the grant dates consistent with SFAS No. 123, "Accounting
for Stock-Based Compensation," the Company's net income would have been
reduced to the following pro forma amounts:

<TABLE>
<CAPTION>
                                                                      NET INCOME
                                ----------------------------------------------------------------------------------------
                                            2001                         2000                          1999
                                ----------------------------- ---------------------------- -----------------------------
<S>                                        <C>                          <C>                           <C>
As Reported                                $7,894                       $10,018                       $3,895
Pro Forma                                  $7,858                       $9,975                        $3,834
</TABLE>

The fair value for the Holdings warrants was estimated at the date of grant
using a Black-Scholes warrant pricing model with the following
weighted-average assumptions: risk free interest rate used was 5.7% for
fiscal 2000 and 6.2% for fiscal 1999; dividend yields of 0%, volatility
factors of expected market price of Holdings common stock of .44% and a
weighted-average expected life of the warrants of three years. There were no
issuances during fiscal 2001 that qualified for measurement as compensatory
options or warrants.

The Black-Scholes warrant pricing model was developed for use in estimating
the fair value of traded warrants which have no vesting restrictions and are
fully transferable. In addition, warrant valuation models require the input
of highly subjective assumptions including the expected stock price
volatility. Because the Holdings warrants have characteristics significantly
different from those of traded warrants, and because changes in the
subjective input assumptions can materially affect the fair value, estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its warrants.

                                      F-28
<PAGE>

11.  COMMITMENTS AND CONTINGENCIES

The Company leases factory facilities under non-cancelable operating leases,
which expire on various dates through February 2009 with rental expense
aggregating $1,204, $779 and $508 in fiscal 2001, 2000 and 1999, respectively.

The Company also has non-cancelable operating leases for transportation,
computer and office equipment, which expire at various dates. Rental expense
for 2001, 2000 and 1999 aggregated $815, $481 and $395, respectively.

The Company entered into an agreement with Whitney whereby a quarterly
management services fee is paid for certain consulting and management
advisory services, as directed by the board of directors of the Company and
agreed by Whitney. Such ongoing fees aggregated $75 for fiscal 2001.

The aggregate future minimum lease payments under leases are as follows:

                  2002                           $2,065
                  2003                            1,900
                  2004                            1,471
                  2005                            1,179
                  2006                              907
                  Thereafter                      2,799
                                                -------
                  Total                         $10,321
                                                =======

The Company enters into government contracts and subcontracts that are
subject to audit by the government. In the opinion of the Company's
management, the results of such audits, if any, are not expected to have a
material impact on the financial statements of the Company.

                                      F-29
<PAGE>

Certain types of property transactions in Connecticut and New Jersey may
trigger investigation and cleanup obligations under the Connecticut Transfer
Act (the "CTA") or the New Jersey Industrial Site Recovery Act (the "ISRA"),
respectively. In connection with the purchase of its Fairfield, Connecticut
facility in 1996, the company was required by the CTA to submit an
investigation and rededication plan for known environmental contamination at
that facility. Although this known contamination had been the result of
operations conducted by the facility's prior owner, the Company agreed to
assume responsibility for completing cleanup efforts previously initiated by
that owner. In 1996, the Company submitted and obtained regulatory approval
for its investigation and remediation plan as required by the CTA The results
of this investigation revealed the continued presence of certain low level
soil and groundwater contamination, the remediation of which had been
commenced by the previous owner of the facility. In March 1998, the Company
submitted these findings to Connecticut Department of Environmental
Protection ("CTDEP"). In April 1999, CTDEP responded to this submission and
requested that the Company develop a workplan for additional investigation,
analysis and possible remediation to address the isolated, low level residual
contamination at this facility. Since then, the Company has been working with
CTDEP in an effort to develop data showing that no further remedial action is
necessary. While the Company believes that its total investigation and
cleanup costs will not exceed $200 Connecticut regulators may require
additional cleanup or monitoring of the residual contamination at this
facility. If such activities are required, there can be no assurance that the
Company's total investigation and remediation costs will not exceed its $200
estimate.

The Company's Recapitalization in 1997 also triggered ISRA obligations at its
West Trenton facility, obligating the Company to investigate all possible
past hazardous substances releases, and to cleanup any resulting
contamination, at that facility. Under ISRA, investigation requirements for
facilities that are currently being remediated pursuant to an earlier
ISRA-triggering transaction may be merged into that ongoing ISRA
investigation. In this case, the West Trenton facility has been the subject
of an ongoing ISRA (and its predecessor statute) groundwater investigation
and remediation by the facility's prior owner since the Company's acquisition
of the facility in 1987. Accordingly, the New Jersey regulatory authorities
have informed the Company that its ISRA obligations triggered by the 1997
Recapitalization are being satisfied by the prior owner's ongoing ISRA
investigation and remediation. That investigation has not found any
additional contamination that would require remediation beyond that which
continues to be performed by the facility's prior owner.

There are various claims and legal proceedings against the Company relating
to its operations in the normal course of business, none of which the Company
believes is material. The Company currently maintains insurance coverage for
product liability claims. The Company is subject to various federal, state
and local environmental laws, ordinances and regulations. State agencies are
currently overseeing investigation and/or remediation activities at various
Company facilities. In addition, the previous owners of certain facilities
are undertaking cleanup and limited remediation in each


                                      F-30
<PAGE>

case in fulfillment of certain indemnification obligations. The Company
believes it is currently in substantial compliance with all applicable
requirements of environmental laws.

12.  OTHER EXPENSE, NET OF OTHER INCOME

Other expense, net of other income, is comprised of the following:

<TABLE>
<CAPTION>
                                                                          FISCAL YEAR ENDED
                                                         ---------------- ---------------- -----------------
                                                             MARCH 31,         APRIL 1,         APRIL 3,
                                                               2001             2000             1999
                                                         ---------------- ---------------- -----------------
<S>                                                          <C>               <C>              <C>
Amortization of goodwill and
  certain intangible assets                                   $  801             $ 801            $ 801
Royalty income                                                   (19)              (76)             (99)
Other income                                                      (6)              (16)             (16)
                                                         ---------------- ---------------- -----------------
                                                              $  776             $ 709            $ 686
                                                         ---------------- ---------------- -----------------
</TABLE>

                                      F-31
<PAGE>

13.      SEGMENT INFORMATION

In 1998, SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information" was issued. The objective of this Statement is to
present disaggregated information about segments of a business enterprise to
produce information about the types of activities in which and enterprise is
engaged in and the economic environment in which those activities are carried
out. The Company operates in a single reportable segment; the manufacture and
distribution of various types of bearing products. No detailed segment data
is required to be disclosed under this pronouncement. As it relates to
geographical data, during fiscal year 2001 and 2000, the Company's Schaublin
operations, based in Delemont, Switzerland, produced $16.0 million and $8.7
million in foreign sales, respectively, and had long-lived assets of $3.2
million and $3.9 million at March 31, 2001 and April 1, 2000, respectively.

                     ROLLER BEARING COMPANY OF AMERICA, INC.
                   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
Year Ended March 31, 2001:
                                  Q1                 Q2                Q3                Q4                FISCAL 2001
-------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>               <C>               <C>

-------------------------------------------------------------------------------------------------------------------------
Net Sales                         $ 43,861           $ 41,160          $ 40,150          $ 51,264          $ 176,435
-------------------------------------------------------------------------------------------------------------------------
Operating income                  $  7,653           $  6,877          $  6,187          $ 11,686          $  32,403
-------------------------------------------------------------------------------------------------------------------------
Net income (loss)                 $  2,355           $  1,979          $   (642)         $  4,202          $   7,894
-------------------------------------------------------------------------------------------------------------------------
<CAPTION>

Year Ended April 1, 2000:
-------------------------------------------------------------------------------------------------------------------------
                                  Q1                 Q2                Q3                Q4                FISCAL 2000
-------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>               <C>               <C>

-------------------------------------------------------------------------------------------------------------------------
Net Sales                         $ 42,971           $ 41,228          $ 41,326          $ 51,623          $ 177,148
-------------------------------------------------------------------------------------------------------------------------
Operating income                  $  5,747           $  7,491          $  6,509          $ 11,692          $  31,439
-------------------------------------------------------------------------------------------------------------------------
Net income                        $  1,459           $  2,137          $  1,576          $  4,846          $  10,018
-------------------------------------------------------------------------------------------------------------------------
<CAPTION>

Year Ended April 3, 1999:
-------------------------------------------------------------------------------------------------------------------------
                                  Q1                 Q2                Q3                Q4                FISCAL 1999
-------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>               <C>               <C>

-------------------------------------------------------------------------------------------------------------------------
Net Sales                         $ 37,480           $ 36,001          $ 34,063          $ 40,388          $ 147,932
-------------------------------------------------------------------------------------------------------------------------
Operating income                  $  5,379           $  4,912          $  4,368          $  6,414          $  21,073
-------------------------------------------------------------------------------------------------------------------------
Net income                        $  1,143           $    686          $    416          $  1,650          $   3,895
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM  9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         None




                                       27
<PAGE>




                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth certain information concerning the
directors and executive officers of Holdings, the Company and the Company's
subsidiaries. Each director is elected for a one year term or until such
person's successor is duly elected and qualified.


<TABLE>
<S>                     <C>         <C>
Dr. Michael Hartnett    55          Chairman, President and Chief Executive
                                    Officer of Holdings and the Company,
                                    Chairman and President of ITB, President of
                                    Nice and LLP, Director of the Company, ITB,
                                    Nice, LLP, Bremen, Miller, Tyson and
                                    Schaublin

Anthony S. Cavalieri    54          Vice President and Chief Financial Officer
                                    of Holdings and the Company, Chief Financial
                                    Officer of ITB, Nice, LLP, Bremen, Miller,
                                    Tyson and Schaublin

Michael S. Gostomski    50          Executive Vice President, Mergers and
                                    Acquisitions of Holdings, the Company, ITB,
                                    Nice and LLP, Executive Vice President of
                                    Bremen, Miller, Tyson and Schaublin,
                                    Secretary of Nice and LPP

Richard J. Edwards      45          Vice President of Holdings and the Company,
                                    General Manager of the RBC division

Christopher  Thomas     46          Vice President, Business Development of
                                    Holdings and the Company

Edward J. Trainer       57          Secretary of Holdings, the Company and ITB

Kurt B. Larsen          37          Director of Holdings and the Company

Robert Anderson         81          Director of Holdings and the Company

William E. Myers, Jr.   41          Director of Holdings and the Company

Richard R. Crowell      46          Director of Holdings and the Company

Mitchell I. Quain       49          Director of Holdings and the Company
</TABLE>



                                      28
<PAGE>




DR. MICHAEL J. HARTNETT has been president and Chief Executive Officer of the
Company since April 1992 and Chairman since June 1993. Prior to that, Dr.
Hartnett served as Vice President and General Manager of ITB from 1990,
following eighteen years at Torrington Company, one of the three largest
bearings manufacturers in the United States. While at Torrington, Dr.
Hartnett held the position of Vice President and General Manager of the
Aerospace Business Unit and was, prior to that, Vice President of the
Research and Development Division. Dr. Hartnett holds an undergraduate degree
from University of New Haven, a Masters degree from Worcester Polytechnic
Institute, and a Ph.D. in Applied Mechanics from the University of
Connecticut. Dr. Hartnett has also developed numerous patents, authored more
than two dozen technical papers and is well known for his contributions to
the field of Tribology (the study of friction). Dr. Hartnett currently serves
as a director of Aftermarket Technology Company, a publicly held company in
the business of re-manufacturing aftermarket components for automobiles.

ANTHONY S. CAVALIERI joined the Company in July 1996 as Vice President and
Chief Financial Officer. From August 1990 to November 1995 he was Vice
President and Chief Financial Officer of Duro-Test Corporation, a medium
sized lighting products manufacturer. From December 1995 through June 1996,
Mr. Cavalieri provided management and financial consulting services to
various entities. Prior to that he was a controller at the Mennen Company and
before that on the audit staff of Price Waterhouse, LLP. Mr. Cavalieri holds
a B.S. in Accounting from St. John's University and a M.B.A. from Fordham
University. He is also a certified public accountant (CPA) as well as a
certified management accountant (CMA), certified internal auditor (CIA),
certified in financial management (CFM) and certified in production and
inventory management (CPIM).

MICHAEL S. GOSTOMSKI, the Company's Executive Vice President, Mergers and
Acquisitions joined the Company in September 1993. From January 1991 through
August 1993, he served as President and Chief Executive Officer for
Transnational Industries, a publicly held manufacturer of components for
commercial and military aircraft. Mr. Gostomski holds a B.S. in Accounting
and a M.B.A. in Finance from the University of Connecticut. He is also a
certified public accountant (CPA). Mr. Gostomski currently serves as director
of a number of publicly held companies, including Transnational Industries,
Seatek, a publicly held manufacturer of small tools for the electronics
industry, Protopak Corporation, a packaging equipment manufacturer and New
Jersey Steel, a specialty steel manufacturer.

RICHARD J. EDWARDS joined the Company in February 1990 as Manufacturing
Manager in the Hartsville, South Carolina plant. He then became Plant Manager
of the Hartsville facility, Director of Operations of the RBC division, and
has been the Vice President and General Manager of the RBC division since
1998. Prior to joining the Company, he spent six years with Torrington as
Materials Manager and then Plant Superintendent at their Tyger River plant.
Mr. Edwards holds a B.S. in Production Operations Management from Arizona
State University and a CPIM certification from APICS.

CHRISTOPHER THOMAS joined the Company in October 1997 as Vice President,
Business Development. From March 1997 through October 1997, he served as
Business Manager of the Needle Bearing Division of Torrington, a manufacturer
of needle bearings. Mr. Thomas served as a Managing Director of NASTECH
Europe, Ltd., located in Coventry, England, a joint venture between
Torrington and NSK Ltd., a Japanese bearing and automotive component
manufacturer from April 1995 until March 1997. Prior to that, Mr. Thomas was
the Chairman of the Joint Task Force for the formation of NASTECH Europe Ltd
from June 1994 until March 1995. From May 1990 through June 1994, Mr. Thomas
served as the Business Manager of Precision Components, a division of
Torrington. Mr. Thomas received a B.S. degree in Mechanical Engineering from
Worcester Polytechnic Institute and a M.B.A. from the University of Michigan.


                                     29
<PAGE>

EDWARD J. TRAINER has been employed by the Company since 1967. He served from
1987 to January 1995 as Vice President of Human Resources and has served as
Director of International Sales since January 1995. Mr. Trainer was named
Secretary of the Company in 1993.

KURT B. LARSEN joined the Company in March 1992 and served as Vice President
and Secretary until January 1997. He served as a Director of the Company from
March 1992 to January 1997 and from June 1997 to the present. From February
1990 to January 1997, he served as a principal of Aurora, a leveraged buy-out
firm, where he oversaw and executed investments in several companies. He also
serves as Chairman of Enrich International, Inc., a privately held company
which manufactures and distributes nutritional supplements, and has been a
principal investor and partner in Hunter Capital, an investment bank, since
February 1997.

WILLIAM E. MYERS, JR. served as a Director of the Company from March 1992 to
May 1997 and from June 1997 to the present. From November 1989 through April
1998 he was the Chairman and Chief Executive Officer of W.E. Myers & Company,
a merchant bank which specialized in industry consolidations. Mr. Myers has
been employed as the Chairman and Chief Executive Officer of Consolidation
Partners, Inc., which is engaged in consolidating various manufacturers of
components industries.

MITCHELL I. QUAIN joined the Company as a Director in June 1997. Since May
1997 he has served as an Executive Vice President and member of the Board of
Directors of ING Baring Furman Selz, LLC, an investment banking and brokerage
company. From June 1975 to May 1997 he served as a Managing Director of
Schroeder Wertheim & Company, an investment banking company. He also serves
on the Board of Directors of a number of publicly-held companies, including
Allied Products Corporation, a diversified manufacturing company, Mechanical
Dynamics, Inc., a software company, Strategic Distribution, Inc., a company
in the business of industrial distribution, and Titan International,
manufacturer of off-highway components. He chairs the Board of Overseers of
the School of Engineering at the University of Pennsylvania as well as
serving on the Board of Trustees of Penn.

RICHARD R. CROWELL is President and a Managing General Partner of Aurora
Capital Group, a private equity investment firm. Prior to establishing Aurora
in 1991, Mr. Crowell was a Managing Partner of Acadia Partners, a New
York-based investment fund formed with The Robert M. Bass Group. From 1983 to
1987, he was a Managing Director, Corporate Finance for Drexel Burnham
Lambert. He serves on the Board of Directors for Aftermarket Technology
Corp.; Impaxx, Inc.; Tartan Textile Services, Inc.; ADCO Global, Inc.; and
Quality Distribution Service Partners, Inc. Mr. Crowell earned a BA in
English Literature from the University of California, Santa Cruz, and an MBA
from the Anderson School of the University of California, Los Angeles.

ROBERT ANDERSON has served as Chairman Emeritus of Rockwell Corporation since
February 1990. He also serves as a director of a number of publicly held
companies, including Gulfstream Aerospace Corp., Aftermarket Technology
Corp., and Motor Cargo Industries.

         The Boards of Directors of Holdings and the Company currently
consist of Dr. Hartnett and Messrs. Larsen, Myers, Quain, Anderson and
Crowell. Dr. Hartnett is the sole director of ITB, Nice, LPP, Bremen, Miller
and Tyson.

         Members of the Boards of Directors of Holdings and the Company
currently do not receive any compensation for their service as directors but
are reimbursed by the Company for any expenses incurred in attending meetings
of the Boards or otherwise performing their duties for the Company and
Holdings.



                                      30
<PAGE>



ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the cash and other compensation paid by the
Company in fiscal years 2001, 2000 and 1999 to Dr. Hartnett, its Chairman,
President and Chief Executive Officer, and the next four highly paid
executive officers of the Company (the "Named Executive Officers"). (Amounts
shown below are in dollars.)

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                          ANNUAL COMPENSATION                                      LONG TERM           ALL OTHER
                                                                                                   COMPENSATION        COMPENSATION

NAMES & PRINCIPAL POSITION     FISCAL  SALARY               BONUS              OTHER ANNUAL        SECURITIES
                               YEAR                                            COMPENSATION        UNDERLYING OPTIONS
<S>                            <C>     <C>                  <C>                <C>                 <C>
DR. MICHAEL J. HARTNETT,       2001    $493,706(a)(b)       $333,168(c)        $    34,718 (d)
CHAIRMAN, PRESIDENT AND        2000    $432,186(a)(b)       $393,750(e)        $    35,856 (f)
CHIEF EXECUTIVE OFFICER        1999    $375,000(a)(b)       $736,058(g)        $   686,071 (h)     92.5 (w)


MICHAEL S. GOSTOMSKI,          2001    $160,407 (a)         $  35,000(c)       $   14,791 (i)
EXECUTIVE VICE PRESIDENT,      2000    $159,500 (a)         $  90,000(j)       $   14,377 (k)
MERGERS & ACQUISITIONS         1999    $159,500 (a)         $  50,000(l)       $   15,017 (m)


ANTHONY S. CAVALIERI,          2001    $154,350 (a) (b)     $ 60,000(c)        $   21,810 (n)
VICE PRESIDENT AND CHIEF       2000    $151,900 (a) (b)     $ 40,000(j)        $   17,797 (o)
FINANCIAL OFFICER              1999    $147,000 (a) (b)     $50,000 (l)        $   18,185 (p)


RICHARD J. EDWARDS,            2001    $148,000 (a) (b)     $ 75,000(c)        $   18,219 (q)
VICE PRESIDENT AND GENERAL     2000    $142,000 (a) (b)     $ 30,000(j)        $   16,851 (r )
MANAGER, RBC & TYSON           1999    $136,750 (a) (b)     $ 50,000(l)        $   19,763 (S)      100 (x)
DIVISIONS

CHRISTOPHER THOMAS             2001    $154,783 (a) (b)     $ 42,500(c)        $   17,867 (t)
VICE PRESIDENT -               2000    $148,000 (a) (b)     $ 32,000(j)        $   18,033 (u)
BUSINESS DEVELOPMENT           1999    $140,000 (a) (b)     $ 15,000(l)        $   17,105 (v)
</TABLE>



(a)  Includes amounts deferred by the executive pursuant to the Company's 401(k)
     Plan (as defined herein).

(b)  Includes amounts deferred by the executive pursuant to the Company's SERP
     (as defined herein).

(c)  Bonus earned in fiscal 2000 and paid in fiscal 2001. Bonus for fiscal 2001
     will be paid in fiscal 2002.

(d)  Consists of (I) $20,523 paid by the Company to lease vehicles for Dr.
     Hartnett's use and (ii) $2,666 contributed by the Company to Dr. Hartnett's
     401(k) Plan account and (iii) $11,529 contributed by the Company to Dr.
     Hartnett's SERP account.

(e)  Bonus earned in fiscal 1999 and paid in fiscal 2000. Bonus for fiscal 2000
     will be paid in fiscal 2001.


                                      31
<PAGE>

(f)  Consists of (i) $10,104 paid by the Company to lease a car for Dr.
     Hartnett's use and (ii) $5,240 contributed by the Company to Dr. Hartnett's
     401(k) Plan account and (iii) $20,512 contributed by the Company to Dr.
     Hartnett's SERP account.

(g)  Includes (i) bonus of $361,058 earned in fiscal 1997 and paid in fiscal
     1999, and (ii) bonus of $375,000 earned in fiscal 1998 and paid in fiscal
     1999.

(h)  Consists of (i) $20,446 paid by the Company to lease a car for Dr.
     Hartnett's use and (ii) $5,000 contributed by the Company to Dr. Hartnett's
     401(k) Plan account and (iii) $9,626 contributed by the Company to Dr.
     Hartnett's SERP account and (iv) includes $651,000 paid to Dr. Hartnett in
     reimbursement of tax liabilities resulting from certain payments made to
     Dr. Hartnett, and the repurchase by the Company of certain warrants to
     purchase Common Stock of the Company from Dr. Hartnett, in each case in
     connection with the Recapitalization.

(i)  Consists of (i) $9,906 contributed by the Company to lease a car for Mr.
     Gostomski's use and (ii) $4,885 contributed by the Company to Mr.
     Gostomski's 401(k) plan.

(j)  Bonus earned in fiscal 1999 and paid in fiscal 2000. Bonus for fiscal 2000
     will be paid in fiscal 2001.

(k)  Consists of (i) $10,390 contributed by the Company to lease a car for Mr.
     Gostomski's use and (ii) $3,987 contributed by the Company to Mr.
     Gostomski's 401(k) plan.

(l)  Bonus earned in fiscal 1998 and paid in fiscal 1999. Bonus for fiscal 1999
     is reflected in fiscal 2000.

(m)  Consists of (i) $10,970 contributed by the Company to lease a car for Mr.
     Gostomski's use and (ii) $4,047 contributed by the Company to Mr.
     Gostomski's 401(k) plan.

(n)  Consists of (i) $7,308 paid by the Company to lease a car for Mr.
     Cavalieri's use and (ii) $5,250 contributed by the Company to Mr.
     Cavalieri's 401(k) plan account and (iii) $6,915 contributed by the Company
     to Mr. Cavalieri's SERP account.

(o)  Consists of (i) $6,305 paid by the Company to lease a car for Mr.
     Cavalieri's use and (ii) $4,798 contributed by the Company to Mr.
     Cavalieri's 401(k) plan account and (iii) $6,695 contributed by the Company
     to Mr. Cavalieri's SERP account.

(p)  Consists of (i) $6,270 paid by the Company to lease a car for Mr.
     Cavalieri's use and (ii) $5,000 contributed by the Company to Mr.
     Cavalieri's 401(k) plan account and (iii) $6,915 contributed by the Company
     to Mr. Cavalieri's SERP account.

(q)  Consists of (i) $10,387 paid by the Company to lease a car for Mr.
     Edwards's use, (ii) $5,703 contributed by the Company to Mr. Edwards's
     401(k) plan account and (iii) $2,129 contributed by the Company to Mr.
     Edwards's SERP account.

(r)  Consists of (i) $9,439 paid by the Company to lease a car for Mr. Edwards's
     use, (ii) $4,302 contributed by the Company to Mr. Edwards' (401(k) plan
     account, and (iii) $3,110 contributed by the Company to Mr. Edwards' SERP
     account.

(s)  Consists of (i) $10,411 paid by the Company to lease a car for Mr.
     Edwards's use, (ii) $4,727 contributed by the Company to Mr. Edwards'
     (401(k) plan account, and (iii) $4,625 contributed by the Company to Mr.
     Edwards' SERP account.

(t)  Consists of (i) $8,224 paid by the Company to lease a car for Mr. Thomas's
     use (ii) $4,943 contributed by the Company to Mr. Thomas's 401(k) Plan
     account and (iii) $4,700 contributed by the Company to Mr. Thomas's SERP
     account.

(u)  Consists of (i) $9,000 paid by the Company to lease a car for Mr. Thomas's
     use (ii) $4,521 contributed by the Company to Mr. Thomas's 401(k) Plan
     account and (iii) $4,512 contributed by the Company to Mr. Thomas's SERP
     account.


                                      32
<PAGE>

(v)  Consists of (i) $9,587 paid by the Company to lease a car for Mr. Thomas's
     use (ii) $3,643 contributed by the Company to Mr. Thomas's 401(k) Plan
     account, and (iii) $3,875 contributed by the Company to Mr. Thomas's SERP
     account.

(w)  Options granted as a member of the Board of Directors. Options with respect
     to 62.5 of such shares are exercisable as of the date hereof.

(x)  Options granted under the Stock Option Plan. Options with respect to 66.7
     of such shares are exercisable as of the date hereof.





                                      33
<PAGE>

OPTION GRANTS IN FISCAL 2001

         No options were granted to any of the Named Executive Officers in
fiscal 2001. However, in connection with the Whitney Transaction, the vesting
period for options to purchase 75.01 shares of Holdings Class A Common Stock
was accelerated. Additionally, warrants to purchase 106 shares of Class A
Common Stock were issued pursuant to certain anti-dilution provisions of the
warrants.

         The following information is furnished for the fiscal year ended
March 31, 2001 with respect to the Named Executive Officers of the Company
for unexercised stock options and warrants at March 31, 2001:

                    FISCAL YEAR-END OPTION AND WARRANT VALUES

<TABLE>
<CAPTION>
                                    NUMBER OF SECURITIES UNDERLYING
                                   UNEXERCISED WARRANTS AT MARCH 31,      VALUE OF UNEXERCISED IN-THE-MONEY
                                           2001 EXERCISABLE/                  WARRANTS AT MARCH 31, 2001
                                             UNEXERCISABLE                  EXERCISABLE/UNEXERCISABLE (a)
--------------------------------- ------------------------------------- ---------------------------------------
<S>                                <C>                                    <C>
Dr. Michael J. Hartnett (b)                                 7,250.63/0                       $20,603,936.05/$0
Michael S. Gostomski                                               0/0                                   $0/$0
Anthony S. Cavalieri                                           130.3/0                          $326,314.20/$0
Richard J. Edwards                                             625.2/0                        $1,783,139.92/$0
Christopher Thomas                                               265/0                          $663,647.45/$0
Edward J. Trainer                                                  0/0                                   $0/$0
</TABLE>

(a)  Based upon a per share price of $3,018.33.

(b)  The options and warrants are held directly by Dr. Hartnett and indirectly
     through Hartnett Family Investments, L.P. Dr. Hartnett beneficially owns
     such options and warrants.


STOCK OPTION PLAN

         Effective, February 18, 1998, Holdings adopted the Roller Bearing
Holding Company, Inc. Stock Option Plan (the "Stock Option Plan"). The terms
of the Stock Option Plan provide for the grant of options to purchase up to
3,569.346 shares of Class A Common Stock to officers and employees of, and
consultants (including members of the board of directors) to, Holdings and
its subsidiaries. Options granted may be either incentive stock options
(under Section 422 of the Internal Revenue Code) or non-qualified stock
options. The Stock Option Plan, which expires on December 31, 2008, is to be
governed by the board of directors of Holdings (the "Holdings Board"), or a
committee to which the Board delegates its responsibilities.

         The purpose of the Stock Option Plan is to provide incentives which
will attract and retain highly competent persons as officers, employees and
directors of, and consultants to, Holdings and its subsidiaries, by providing
them opportunities to acquire shares of Class A Common Stock.

         The exercise price of options granted under the Stock Option Plan
shall be determined by the Board, but in no event less than 100% of the Fair
Market Value (as defined in the Stock Option Plan) of the Class A Common
Stock on the date of grant.

         Options granted under the Stock Option Plan may be exercised during
the period set forth in the agreement pursuant to which the options are
granted, but in no event more than ten years following grant.

         Incentive stock options granted under the Stock Option Plan may only
be granted to employees of Holdings and subject to further limitations set
forth in the Stock Option Plan.


                                      34
<PAGE>


         The number of shares of Class A Common Stock for which options may
be granted under the Stock Option Plan shall be increased, and the number of
shares for which outstanding options shall be exercisable, and the exercise
price thereof, shall be adjusted upon the happening of stock dividends, stock
splits, recapitalizations and certain other capital events regarding Holdings
or the Class A Common Stock. Upon any merger, consolidation or combination of
Holdings where shares of Class A Common Stock are converted into cash
securities or other property, outstanding options shall be converted into the
right to receive upon exercise the consideration as would have been payable
in exchange for the shares of Class A Common Stock underlying such options
had such options been exercised prior to such event.

         Options granted under the Stock Option Plan are not transferable by
the holders thereof except by the laws of descent and distribution.

         The Holdings Board has the right to establish such rules and
regulations concerning the Stock Option Plan, and to make such determinations
and interpretations of the terms thereof as it deems necessary or advisable.

         As of June 27, 2001, there were outstanding options to purchase
1,292.4 shares of Class A Common Stock granted under the Stock Option Plan,
all of which were exercisable.

401(k) PLAN

         The Company maintains the Roller Bearing Company of America 401(k)
Retirement Plan (the "401(k) Plan"), a plan established pursuant to Section
401(k) of the Internal Revenue Code, for the benefit of its non-union
employees. All non-union employees who have completed six months of service
with the Company are entitled to participate. Subject to various limits,
employees are entitled to defer up to 15% of their annual salary on a pre-tax
basis and up to an additional 10% of their annual salary on an after tax
basis. The Company matches 50% of an employee's pre-tax contribution up to
10% of annual salary. The Company may also make discretionary contributions
that are allocated among eligible accounts pro rata based upon salary.
Employees vest in the Company's contributions ratably over three years.

SUPPLEMENTAL RETIREMENT PLAN

         Effective September 1, 1996, the Company adopted a non-qualified
supplemental retirement plan ("SERP") for a select group of highly
compensated and management employees designated by the Board of Directors of
the Company. The SERP allows eligible employees to elect to defer until
termination of their employment the receipt of up to 25% of their current
salary. The Company makes contributions equal to the lesser of 50% of the
deferrals or 3.5% of the employee's annual salary, which vest in full after
three years of service following the effective date of the SERP. Accounts are
paid, either in a lump sum or installments, upon retirement, death or
termination of employment. Accounts are generally payable from the general
assets of the Company although it is intended that the Company set aside in a
"rabbi trust" invested in annuity contracts amounts necessary to pay
benefits. Employees' rights to receive payments are subject to the rights of
the creditors of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         In fiscal 2001, there was no compensation committee of the Board of
Directors of Holdings (the "Board"). No member of the Board was involved in
an interlocking relationship or insider participation with respect to the
compensation committee of any other entity.



                                      35
<PAGE>





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

         As of June 22, 2001, there were 100 shares of common stock, par
value $.01 per share, of the Company outstanding, all of which were owned by
Holdings and pledged by Holdings to the holders of the Discount Debentures.
The following table lists, as of June 29, 2001, all shares of Holdings Class
A Common Stock and Holdings Class B Common Stock beneficially owned by (i)
each director of the Company, (ii) the Named Executive Officers, (iii) each
person known by the Company to beneficially own more than 5% of the
outstanding shares of any class of common stock of Holdings at such date and
(iv) all directors and executive officers of Holdings and the Company as a
group (12 persons). As of May 15, 2001, there were 24,754.608 shares of Class
A Common Stock and 1 share of Class B Common Stock outstanding. Additionally,
as of such date, there were outstanding warrants and options to purchase up
to an additional 6,060.87 shares of Class A Common Stock and 5,491.46 shares
of Class B Common Stock, all of which were exercisable within 60 days of such
date.


<TABLE>
<CAPTION>
               STOCKHOLDER (a)                NUMBER OF SHARES (a)      PERCENTAGE OF CLASS
               ---------------                --------------------      -------------------
<S>                                           <C>                       <C>
   Dr. Michael J. Hartnett(b)                          7, 251.63(c)              19.96%(d)

   Michael S. Gostomski                                     0                    *

   Anthony S. Cavalieri                                  130.3(e)                *

   Richard J. Edwards                                    625.2(f)                1.72%

   William E. Myers                                     1030.3(g)                2.84%
   Two North Lake Avenue
   Pasadena, California 91101

   Kurt Larsen                                           153.3(h)                *
   P.O. Box 692547
   Park City, Utah 84068

   Mitchell Quain                                        256.6(i)                *
   55 East 52nd Street
   37th Floor
   New York, New York 10055

   Robert Anderson                                       48.2(j)                 *

   Richard Crowell                                       48.2(k)                 *

   Christopher Thomas                                     265(l)                 *

   Edward J. Trainer                                      28.634                 *

   Whitney Acquisition II, Corp.                        23,682.65                65.23%
   177 Broad Street
   Stamford, Connecticut 06901


                                      36
<PAGE>

   William F. Dawson, Jr.                              23,682.65(m)              65.23%
   177 Broad Street
   Stamford, Connecticut 06901

   All directors and officers as a group              33,520.014(n)              92.25%
   (12 persons)
</TABLE>

*Less than 1%

(a)  Except where otherwise indicated, (i) shares of common stock are of Class A
     Common Stock (ii) warrants are to purchase shares of Class A Common Stock
     and (iii) the address for each stockholder is c/o the Company at 60 Round
     Hill Road, P.O. Box 430, Fairfield, Connecticut 06430.

(b)  The shares are held directly by Dr. Hartnett and indirectly through
     Hartnett Family Investments, L.P. Dr. Hartnett beneficially owns such
     shares.

(c)  Consists of (i) 1 share of Class B Common Stock, (ii) warrants to purchase
     up to 5,455.46 shares of Class B Common Stock, (iii) options granted under
     the Stock Option Plan to purchase up to 92.5 shares of Class A Common Stock
     and (iv) warrants to purchase 1,666.67 shares of Class A Common Stock.

(d)  Represents 100% of the outstanding shares of Class B Common Stock and
     19.96% of all outstanding shares of common stock of any class. Shares of
     Class B Common Stock are convertible into shares of Class A Common Stock
     one a one-for-one basis. Through the ownership of Class B Common Stock, Dr.
     Hartnett has the power to control a majority of the voting power of all
     voting securities of Holdings. See "Item 13. Certain Relationships and
     Related Transactions.

(e)  Consists of options granted under the Stock Option Plan.

(f)  Consists of warrants to purchase 525.2 shares of Class A Common Stock and
     options to purchase 100 shares of Class A Common Stock granted under the
     Stock Option Plan.

(g)  Consists of warrants to purchase Class A Common Stock.

(h)  Includes (i) options to purchase 48.2 shares of Class A Common Stock
     granted under the Stock Option Plan, (ii) 52.1 shares of Class A Common
     Stock held by Kristen Larsen, the wife of Mr. Larsen, which may be deemed
     to be owned by Mr. Larsen and (iii) 53 shares of Class A Common Stock held
     by the Aurora Capital Partners 401(k) Plan for the benefit of Mr. Larsen.

(i)  Includes warrants to purchase 164.1 shares of Class A Stock and options to
     purchase 92.5 shares of Class A Common Stock granted under the Stock Option
     Plan.

(j)  Consists of options granted under the Stock Option Plan.

(k)  Consists of options granted under the Stock Option Plan.

(l)  Consists of options granted under the Stock Option Plan.

(m)  Consists of shares of Class A Common Stock owned by Whitney Acquisition II,
     Corp. To the extent that the stockholder participates in the process to
     vote or to dispose of any shares or warrants held by Whitney Acquisition
     II, Corp., he may be deemed under such circumstances for the purposes of
     Section 13 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), to be the beneficial owner of such securities. The
     stockholder disclaims beneficial ownership of securities held by Whitney
     Acquisition II, Corp.

(n)  Includes (i) (1) 133.734 shares of Class A Common Stock, (2) 1 share of
     Class B Common Stock, (3) warrants to purchase 3,386.27 shares of Class A
     Common Stock, (4) warrants to purchase 5,491.46 shares of Class B Common
     Stock, and (5) options to purchase 824.9 shares of Class A Common Stock
     granted under the Stock Option Plan, held by members of management and (ii)
     23,682.65 shares of Class A Common Stock held by Whitney Acquisition II,
     Corp.

<PAGE>

ITEM  13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                                      37
<PAGE>

Set forth below is a summary of certain agreements and arrangements, as well
as other transactions between the Company and related parties which have
taken place during the Company's most recent fiscal year.

STOCK OPTION PLAN

Effective February 18, 1998, Holdings adopted the Stock Option Plan and
issued options thereunder to certain of its directors, officers and
employees. See "Item 11. Executive Compensation".

In connection with the Whitney transaction, the vesting period for options to
purchase 75.01 shares of Holdings Class A Common Stock was accelerated.
Additionally, warrants to purchase 106 shares of Class A Common Stock were
issued pursuant to certain anti-dilution provisions.



                                      38
<PAGE>


                                     PART IV

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


<TABLE>
<S>                                                                                     <C>
Consolidated Statement of Operations for Each of the Fiscal Years
         in the Three-Year Period Ended March 31, 2001                                  Part II  Item 8

Consolidated Balance Sheet at March 31, 2001, April 1, 2000 and April 3, 1999           Part II  Item 8

Consolidated Statement of Cash Flows for Each of the Fiscal Years
         in the Three-Year Period Ended March 31, 2001                                  Part II  Item 8

Consolidated Statement of Stockholder's (Deficit) Equity for Each of
         the Fiscal Years in the Three-Year Period Ended March 31, 2001                 Part II  Item 8

Notes to Consolidated Financial Statements                                              Part II  Item 8

Report of Independent Public Accountants                                                Part II  Item 8
</TABLE>



                                      39
<PAGE>



ITEM 21.       EXHIBITS AND FINANCIAL SCHEDULES

         (a)      Exhibits.
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                               DESCRIPTION OF DOCUMENT
NUMBER                                -----------------------
-------
<S>                <C>
3.1*               Amended and Restated Certificate of Incorporation, dated June
                   23, 1997, of Roller Bearing Company of America, Inc.
                   ("RBCA").

3.2**              Bylaws of RBCA.

3.2(a)***          Amendment to the Bylaws of RBCA.

4.1**              Indenture, dated as of June 15, 1997 between RBCA and the
                   United States Trust Company of New York ("Trustee") with
                   forms of Outstanding Note and Exchange Note.

4.1(a)**           Supplemental Indenture, dated as of August 8, 1997 by and
                   between Bremen and the Trustee.

4.2**              Global Note Issued to Depository Trust Co., duly
                   authenticated by RBCA and the Trustee.

4.3**              Registration Rights Agreement dated June 17, 1997 between
                   RBCA, the Subsidiary Guarantors named therein and CSFB.

4.4***             Stock Option Plan of Holdings, dated as of February 18, 1998
                   with form of agreement.

4.5***             Form of Stock Transfer Restriction Agreement between Holdings
                   and certain of its stockholders.

4.6***             Form of Amended and Restated Warrant of Holdings.

10.1**             Purchase Agreement, dated June 17, 1997 among RBCA, the
                   Subsidiary Guarantors named therein and the CSFB

10.2**             Redemption and Warrant Purchase Agreement by and among
                   Holdings, Certain Stockholders of Holdings, and Michael J.
                   Hartnett, as purchaser representative, dated as of May 20,
                   1997, as amended by that certain Amendment No. 1, dated as of
                   June 23, 1997.

10.3**             Credit Agreement dated as of June 23, 1997, among RBCA, the
                   Lenders named therein and CSFB, as Administrative Agent.

10.4**             Pledge Agreement dated as of June 23, 1997, among RBCA, each
                   Subsidiary of RBCA named therein and CSFB.

10.5**             Security Agreement dated as of June 23, 1997, among RBCA,
                   each Subsidiary of RBCA named therein and CSFB.

10.6**             Guarantee Agreement dated as of June 23, 1997, among each of
                   the subsidiaries named therein of RBCA and CSFB.

10.7**             Asset Purchase Agreement by and among BFM Aerospace
                   Corporation, Ground Support, Inc., RBC Transport Dynamics
                   Corporation and Holdings, dated as of October 26, 1992.


                                     40
<PAGE>

<CAPTION>
EXHIBIT                               DESCRIPTION OF DOCUMENT
NUMBER                                -----------------------
-------
<S>                <C>
10.8**             Asset Purchase Agreement by and among BFM Aerospace
                   Corporation, BFM Transport Dynamics Corporation, RBC
                   Transport Dynamics Corporation and Holdings, dated as of
                   October 26, 1992.

10.9**             Agreement and Plan of Reorganization among RBCA, Roller
                   Bearing Acquisition Company, Inc., Holdings and the
                   Stockholders of RBCA, dated March 31, 1992.

10.10**            Agreement of Merger between Roller Bearing Acquisition
                   Company, Inc. and RBCA, dated March 31, 1992.

10.11**            Asset Sale Agreement by and between IMO Industries Inc. and
                   RBCA, dated as of May 10, 1993.

10.12**            Asset Purchase Agreement by and among BPP Acquisition
                   Corporation, Beaver Precision Products, Inc., RBCA, and Lloyd
                   J. Baretz, dated as of October 18, 1998.

10.13**            Asset Purchase Agreement By and Among SKF USA Inc., Nice and
                   RBCA, dated as of February 28, 1997.

10.14**            Lease between General Sullivan Group, Inc. and RBC Bearings,
                   dated July 11, 1995, for West Trenton, New Jersey premises.

10.15**            Lease between Industrial Development Group and RBCA, dated
                   March 12, 1998 for Waterbury, Connecticut premises.

10.16**            Letter of Credit Agreement, dated as of September 1, 1994,
                   between RBCA and Heller Financial, Inc. ("Heller").

10.17**            Termination, Release and Enhancement Letter of Credit
                   Documents Continuation Agreement dated June 23, 1997, by and
                   between Heller, RBCA and ITB.

10.18**            Executed counterpart of the Pledge and Security Agreement,
                   dated as of September 1, 1994, between RBCA, Heller and the
                   Trustee.

10.19**            Loan Agreement, dated as of September 1, 1994, between the
                   South Carolina Job - Economic Development Authority, ("the
                   Authority") and RBCA with respect to the Series 1994A Bonds.

10.20***           Agreement between Bremen, Indiana Plant of SKF USA, Inc and
                   International Union Automobile, Aerospace and Agricultural
                   Workers of America, U.A.W., Local 1368, effective July 20,
                   1998.

10.21**            Trust Indenture, dated as of September 1, 1994, between the
                   Authority and Mark Twain Bank, ("Bond Trustee"), with respect
                   to the Series 1994A Bonds.

10.22**            Loan Agreement, dated as of September 1, 1994, between the
                   Authority and RBCA, with respect to the Series 1994B Bonds.

10.23**            Trust Indenture, dated as of September 1, 1994, between the
                   Authority and Bond Trustee, with respect to the Series 1994B
                   Bonds.


                                       41
<PAGE>

<CAPTION>
EXHIBIT                               DESCRIPTION OF DOCUMENT
NUMBER                                -----------------------
-------
<S>                <C>
10.24**            Collective Bargaining Agreement between Heim, the
                   International Union, United Automobile, Aerospace and
                   Agricultural Implement Workers of America, U.A.W., and
                   Amalgamated Local 376, U.A.W., effective February 1, 1998.

10.25**            Collective Bargaining Agreement between Nice Specialty
                   Bearings Division, SKF Bearing Industries and United
                   Steelworkers of America (AFL - CIO) and its Local 6326,
                   effective October 26, 1998.

10.26**            Collective Bargaining Agreement between RBCA and the
                   International Union U.A.W. and its Local 502, effective
                   December 1, 1998.

10.27**            Employment Agreement effective as of June 23, 1997 between
                   RBCA and Michael J. Hartnett, Ph.D.

10.28**            Stockholders' Agreement dated as of June 23, 1997 by and
                   among Holdings, OCM Principal Opportunities Fund, Northstar
                   Investment Management Corporation, Merban Equity, the CSFB
                   Individuals named therein and Dr. Michael J. Hartnett.

10.29**            Promissory Note dated as of June 23, 1997 for $500,000 made
                   by Michael J. Hartnett, Ph.D. and payable to RBCA.

10.30**            Tax Sharing Agreement effective as of June 23, 1997, by and
                   among Holdings and RBCA, ITB, LPP and Nice.

10.31**            Asset Purchase Agreement by and among SKF USA Inc., Bremen
                   and RBCA dated as of August 8, 1997.

10.32***           Real Estate Purchase Agreement for the Walterboro , South
                   Carolina facility, dated March 27, 1998 by and between Linear
                   Precision Products, Inc., RBCA and Dana Corporation.

10.33***           Amendment to the Letter of Credit Agreement, dated as of June
                   23, 1998 between RBCA and Heller Financial Inc.

10.34***           Supplement No. 1 to Guarantee Agreement, dated as of August
                   8, 1997, by and between Bremen and CSFB.

10.35***           Supplement No. 1 to Indemnity, Subrogation and Contribution
                   Agreement, dated as of August 8, 1997, by and between Bremen
                   and CSFB.

10.36***           Supplement No. 1 to Security Agreement, dated as of August 8,
                   1997, by and between Bremen and CSFB.

10.37***           Supplement No. 1 to Pledge Agreement, dated as of August 8,
                   1997, by and between Bremen and CSFB.

10.38***           Agreement of Lease, dated as of November 1, 1964, between
                   Bren, Inc. and SKF Industries, Inc. with Assignment and
                   Agreement of Lease, dated August 8, 1997, between SKF USA,
                   Inc. and Bremen Bearings.

10.39***           Asset Purchase Agreement, dated as of June 3, 1998, by and
                   among Miller Acquisition Corporation, Miller Bearing Company
                   and the Shareholders of Miller Bearing Corporation.


                                      42
<PAGE>

<CAPTION>
EXHIBIT                               DESCRIPTION OF DOCUMENT
NUMBER                                -----------------------
-------
<S>                <C>
10.40***           Supplement No. 2 to Guarantee Agreement dated as of June 3,
                   1998, by and between Miller Acquisition Corporation and CSFB,
                   as Collateral Agent.

10.41***           Supplement No. 2 to Indemnity, Subrogation and Contribution
                   Agreement, dated as of June 3, 1998, by and between Miller
                   Acquisition Corporation and CSFB.

10.42***           Supplement No. 2 to Security Agreement, dated as of June 3,
                   1998, by and between Miller Acquisition Corporation and CSFB.

10.43***           Supplement No. 2 to Pledge Agreement, dated as of June 3,
                   1998, by and between Miller Acquisition Corporation and CSFB.

10.44****          Asset Purchase Agreement By and Among SKF USA Inc., Tyson
                   Bearing Company, Inc. and Roller Bearing Company of America,
                   Inc. dated as of June 11, 1999.

10.45+             Loan Agreement, dated as of April 1, 1999, by and between
                   California Infrastructure and Economic Development Bank and
                   Roller Bearing Company of America, Inc.

10.46+             Indenture Of Trust, dated as of April 1, 1999, between
                   California Infrastructure and Economic Development Bank and
                   U.S. Bank Trust National Association, as Trustee

10.47+             Remarketing Agreement, dated as of April 1, 1999, by and
                   between The Chapman Company and Roller Bearing Company of
                   America, Inc.

10.48+             Tax Regulatory Agreement, dated as of April 1, 1999, by and
                   among California Infrastructure and Economic Development
                   Bank, U.S. Bank Trust National Association, as Trustee, and
                   Roller Bearing Company of America, Inc.

10.49++            Asset And Stock Purchase Agreement, dated as of December 17,
                   1999, by and among Schaublin France SA, Schaublin USA Inc.,
                   Schaublin SA, And RBC Schaublin SA and RBC Schaublin SA.

10.50++            Lease Agreement, dated as of December 17, 1999, between
                   Schaublin SA and RBC Schaublin SA.

10.51++            Credit Agreement, dated as of December 27, 1999, between RBC
                   Schaublin S.A. Delemont and Credit Suisse.

10.52+++           Management Services Agreement, dated as of December 18 2000,
                   between Roller Bearing Company of America, Inc. and
                   Whitney & Co.

16.2**             Letter of Ernst & Young LLP regarding Change in Certifying
                   Accountant.

21.***             Subsidiaries of RBCA.

</TABLE>

         * Incorporated by reference to the Registration Statement on Form S-4,
                   filed with the Securities and Exchange Commission by RBCA and
                   its subsidiaries on August 8, 1997.

         **Incorporated by reference to Amendment No. 1 to the Registration
                   Statement on Form S-4, filed with the Securities and Exchange
                   Commission by RBCA and its subsidiaries on October 31, 1997.

         ***Incorporated by reference to the Company's Annual Report on Form
                   10-K for the


                                      43
<PAGE>

                   year ended April 3, 1999.

         ****Incorporated by reference to the Company's Current Report on Form
                   8-K, dated June 11, 1999.


         +   Incorporated by reference to the Company's Quarterly Report on Form
                   10-Q for the quarter ended June 26, 1999.

         ++  Incorporated by reference to the Company's Quarterly Report on Form
                   10-Q for the quarter ended December 25, 1999.

         +++ Filed herewith.

                                     44
<PAGE>



                                   SIGNATURES

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

ROLLER BEARING COMPANY OF AMERICA, INC.

                            By:  /s/ Michael J. Hartnett
                                 ---------------------------------
                                 Michael J. Hartnett
                                 President and Chief Executive Officer
                                 Chairman of the Board of Directors
                                 (Principal Executive Officer)


                            By:  /s/ Anthony S. Cavalieri
                                 ---------------------------------
                                 Anthony S. Cavalieri
                                 Vice President and
                                 Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

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

June 25, 2001                      By: /s/ Michael J. Hartnett
                                       -----------------------------------------
                                       Michael J. Hartnett
                                       Chairman of the Board of Directors,
                                       President and Chief Executive Officer

June 22, 2001                      By: /s/ Kurt B. Larsen
                                       -----------------------------------------
                                       Kurt B. Larsen
                                       Director

June 25, 2001                      By:  /s/ William E. Myers, Jr.
                                       ----------------------------------------
                                       William E. Myers, Jr.
                                       Director

June 22, 2001                      By: /s/ Mitchell I. Quain
                                       -----------------------------------------
                                       Mitchell I. Quain
                                       Director

June 24, 2001                      By: /s/ Robert Anderson
                                       -----------------------------------------
                                       Robert Anderson
                                       Director

June 26, 2001                      By: /s/ Richard R. Crowell
                                       -----------------------------------------
                                       Richard R. Crowell
                                       Director


<PAGE>


                                   SCHEDULE II



                                      45
<PAGE>

                        VALUATION AND QUALIFYING ACCOUNTS
                             (DOLLARS IN THOUSANDS)

FOR THE YEAR ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
         COLUMN A                COLUMN B                    COLUMN C                    COLUMN D           COLUMN E
-------------------------------------------------------------------------------------------------------------------------
        DESCRIPTION             BALANCE AT
                               BEGINNING OF                                                             BALANCE AT END
                                  PERIOD                     ADDITIONS                  DEDUCTIONS      OF PERIOD
-------------------------------------------------------------------------------------------------------------------------
                                                CHARGED TO COSTS      CHARGED TO
                                                  AND EXPENSES      OTHER ACCOUNTS
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                 <C>                 <C>             <C>
     BAD DEBT RESERVE              $279                 $                $ --              $ 22               $257
-------------------------------------------------------------------------------------------------------------------------

<CAPTION>

FOR THE YEAR ENDED APRIL 1, 2000
-------------------------------------------------------------------------------------------------------------------------
         COLUMN A                COLUMN B                    COLUMN C                    COLUMN D           COLUMN E
-------------------------------------------------------------------------------------------------------------------------
        DESCRIPTION             BALANCE AT
                               BEGINNING OF                                                             BALANCE AT END
                                  PERIOD                     ADDITIONS                  DEDUCTIONS      OF PERIOD
-------------------------------------------------------------------------------------------------------------------------
                                                CHARGED TO COSTS      CHARGED TO
                                                  AND EXPENSES      OTHER ACCOUNTS
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                 <C>                 <C>             <C>
     BAD DEBT RESERVE              $168               $117               $ --               $ 6               $279
-------------------------------------------------------------------------------------------------------------------------

<CAPTION>

FOR THE YEAR ENDED APRIL 3, 1999
-------------------------------------------------------------------------------------------------------------------------
         COLUMN A                COLUMN B                    COLUMN C                    COLUMN D           COLUMN E
-------------------------------------------------------------------------------------------------------------------------
        DESCRIPTION             BALANCE AT
                               BEGINNING OF                                                             BALANCE AT END
                                  PERIOD                     ADDITIONS                  DEDUCTIONS      OF PERIOD
-------------------------------------------------------------------------------------------------------------------------
                                                CHARGED TO COSTS      CHARGED TO
                                                  AND EXPENSES      OTHER ACCOUNTS
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                 <C>                 <C>             <C>
     BAD DEBT RESERVE              $193                 $                $ --              $ 25               $168
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                     46