##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2000

Commission File Number 0-2762

MAXCO, INC.
(Exact Name of Registrant as Specified in its Charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Michigan                                                       |  | 38-1792842                             
|(State or other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)
|                                                              
|                                                              
|                                                              
|                                                              
|1118 Centennial Way
Lansing, Michigan                          |  | 48917                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrants Telephone Number, including area code: (517) 321-3130

Indicate by check mark whether the registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 12 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding twelve months and (2) has
been subject to the filing requirements for at least the past 90 days.

Yes X   No

Indicate the number of shares outstanding for each of the issuers classes of
common stock, as of the latest practicable date.

|             |  |                             
|------------ |  | ----------------------------
|Class        |  | Outstanding at July 31, 2000
|Common Stock |  | 3,101,195 shares            

1



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TABLE OF CONTENTS



|                                                                                                                                 |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I                                                                                                                          
|FINANCIAL INFORMATION                                                                                                           
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Maxco, Inc. and Subsidiaries
June 30, 2000
(Unaudited)                               
|MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Maxco, Inc. and Subsidiaries
June 30, 2000
|PART II                                                                                                                         
|OTHER INFORMATION                                                                                                               
|EXHIBIT INDEX                                                                                                                   
|Financial Data Schedule                                                                                                         



---






PART I




FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

Maxco, Inc. and Subsidiaries

|                                         |                                                                                          |                      |  |  |        |   |                |         |           |   |         |         |  
|---------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------- |  |  | ------ | - | -------------- | ------- | --------- | - | ------- | ------- | -
|                                         |                                                                                          |                      |  |  |        |   | June 30,       |         | March 31,
|                                         |                                                                                          |                      |  |  |        |   | 2000           |         | 2000     
|                                         |                                                                                          |                      |  |  |        |   | (Unaudited)    |         |          
|                                         |                                                                                          |                      |  |  |        |   |               
|                                         |                                                                                          |                      |  |  |        |   | (in thousands)
|ASSETS                                  
|                                        
|                                        
|                                        
|                                        
|CURRENT ASSETS                          
|                                        
|                                        
|                                        
|                                        
|                                         | Cash and cash equivalents                                                                |                      |  |  |        |   | $              | 1,712   |           |   | $       | 542     |  
|                                        
|                                        
|                                        
|                                        
|                                         | Marketable securities                                                                    |                      |  |  |        |   |                |         |           |   |         | 185     |  
|                                        
|                                        
|                                        
|                                        
|                                         | Accounts and notes receivable, less
allowance of
  $620,000 ($513,000 at March 31, 2000) |                      |  |  |        |   |                | 31,596  |           |   |         | 22,098  |  
|                                        
|                                        
|                                        
|                                        
|                                         | Advances to affiliate                                                                    |                      |  |  |        |   |                | 3,008   |           |   |         | 3,008   |  
|                                        
|                                        
|                                        
|                                        
|                                         | InventoriesNote 2                                                                       |                      |  |  |        |   |                | 10,022  |           |   |         | 8,000   |  
|                                        
|                                        
|                                        
|                                        
|                                         | InvestmentNote 8                                                                        |                      |  |  |        |   |                | 1,143   |           |   |         | 1,121   |  
|                                        
|                                        
|                                        
|                                        
|                                         | Prepaid expenses and other                                                               |                      |  |  |        |   |                | 695     |           |   |         | 760     |  
|                                         |                                                                                          |                      |  |  |        |   |                |         |           |   |         |        
|                                         |                                                                                          | TOTAL CURRENT ASSETS |  |  | 48,176 |   |                |         | 35,714    |  
|                                        
|                                        
|                                        
|                                        
|MARKETABLE SECURITIES  LONG TERMNote 3 |                                                                                          |                      |  |  |        |   | 2,465          |         |           |   | 4,240   |        
|                                        
|                                        
|                                        
|                                        
|PROPERTY AND EQUIPMENT                  
|                                        
|                                        
|                                        
|                                        
|                                         | Land                                                                                     |                      |  |  |        |   |                | 732     |           |   |         | 732     |  
|                                        
|                                        
|                                        
|                                        
|                                         | Buildings                                                                                |                      |  |  |        |   |                | 12,796  |           |   |         | 12,271  |  
|                                        
|                                        
|                                        
|                                        
|                                         | Machinery, equipment, and fixtures                                                       |                      |  |  |        |   |                | 45,137  |           |   |         | 41,650  |  
|                                         |                                                                                          |                      |  |  |        |   |                |         |           |   |         |        
|                                         |                                                                                          |                      |  |  |        |   | 58,665         |         |           |   | 54,653  |        
|                                        
|                                        
|                                        
|                                        
|                                         | Allowances for depreciation                                                              |                      |  |  |        |   |                | (16,197 | )         |   |         | (14,893 | )
|                                         |                                                                                          |                      |  |  |        |   |                |         |           |   |         |        
|                                         |                                                                                          |                      |  |  |        |   | 42,468         |         |           |   | 39,760  |        
|                                        
|                                        
|                                        
|                                        
|OTHER ASSETS                            
|                                        
|                                        
|                                        
|                                        
|                                         | Investments                                                                              |                      |  |  |        |   |                | 11,494  |           |   |         | 12,165  |  
|                                        
|                                        
|                                        
|                                        
|                                         | Notes and contracts receivable and other                                                 |                      |  |  |        |   |                | 4,831   |           |   |         | 4,325   |  
|                                        
|                                        
|                                        
|                                        
|                                         | Intangibles                                                                              |                      |  |  |        |   |                | 4,093   |           |   |         | 4,216   |  
|                                         |                                                                                          |                      |  |  |        |   |                |         |           |   |         |        
|                                         |                                                                                          |                      |  |  |        |   | 20,418         |         |           |   | 20,706  |        
|                                         |                                                                                          |                      |  |  |        |   |                |         |           |   |         |        
|                                        
|                                        
|                                        
|                                        
|                                         |                                                                                          |                      |  |  |        | $ | 113,527        |         |           | $ | 100,420 |        
|                                         |                                                                                          |                      |  |  |        |   |                |         |           |   |         |        

2



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##### Table of Contents



|                                               |                                                                                                       |                                                                                                     |                           |        |                |        |           |        |       |        | 
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ------------------------- | ------ | -------------- | ------ | --------- | ------ | ----- | ------ | 
|                                               |                                                                                                       |                                                                                                     |                           |        | June 30,       |        | March 31,
|                                               |                                                                                                       |                                                                                                     |                           |        | 2000           |        | 2000     
|                                               |                                                                                                       |                                                                                                     |                           |        | (Unaudited)    |        |          
|                                               |                                                                                                       |                                                                                                     |                           |        |               
|                                               |                                                                                                       |                                                                                                     |                           |        | (in thousands)
|LIABILITIES AND STOCKHOLDERS EQUITY          
|                                              
|                                              
|                                              
|                                              
|CURRENT LIABILITIES                           
|                                              
|                                              
|                                              
|                                              
|                                               | Notes payable                                                                                         |                                                                                                     | $                         | 22,917 |                |        | $         | 23,667 |      
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts payable                                                                                      |                                                                                                     |                           | 26,151 |                |        |           | 12,989 |      
|                                              
|                                              
|                                              
|                                              
|                                               | Employee compensation                                                                                 |                                                                                                     |                           | 2,975  |                |        |           | 3,247  |      
|                                              
|                                              
|                                              
|                                              
|                                               | Taxes, interest, and other liabilities                                                                |                                                                                                     |                           | 919    |                |        |           | 381    |      
|                                              
|                                              
|                                              
|                                              
|                                               | Current maturities of long-term obligations                                                           |                                                                                                     |                           | 3,240  |                |        |           | 3,117  |      
|                                               |                                                                                                       |                                                                                                     |                           |        |                |        |           |       
|                                               |                                                                                                       |                                                                                                     | TOTAL CURRENT LIABILITIES |        |                | 56,202 |           |        |       | 43,401 | 
|                                              
|                                              
|                                              
|                                              
|LONG-TERM OBLIGATIONS, less current maturities |                                                                                                       |                                                                                                     | 23,159                    |        |                |        | 22,390    |       
|                                              
|                                              
|                                              
|                                              
|DEFERRED INCOME TAXES                          |                                                                                                       |                                                                                                     | 2,111                     |        |                |        | 2,319     |       
|                                              
|                                              
|                                              
|                                              
|STOCKHOLDERS EQUITY                          
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock:                                                                                     
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                       | Series Three: 10% cumulative redeemable, $60 face
    value; 14,784 shares issued and outstanding)  |                           |        | 678            |        |           |        | 678   |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                       | Series Four: 10% cumulative redeemable, $51.50 face
    value; 46,414 shares issued and outstanding |                           |        | 2,390          |        |           |        | 2,390 |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                       | Series Five: 10% cumulative redeemable, $120 face
    value; 6,648 shares issued and outstanding    |                           |        | 798            |        |           |        | 798   |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                       | Series Six: 10% cumulative callable, $160 face
    value; 20,000 shares authorized, issued  none   |                           |        |                |        |           |        |       |       
|                                              
|                                              
|                                              
|                                              
|                                               | Common stock, $1 par value; 10,000,000 shares
    authorized, 3,101,195 shares issued and outstanding |                                                                                                     |                           | 3,101  |                |        |           | 3,101  |      
|                                              
|                                              
|                                              
|                                              
|                                               | Net unrealized loss on marketable securities                                                          |                                                                                                     |                           | (1,232 | )              |        |           | (877   | )    
|                                              
|                                              
|                                              
|                                              
|                                               | Retained earnings                                                                                     |                                                                                                     |                           | 26,320 |                |        |           | 26,220 |      
|                                               |                                                                                                       |                                                                                                     |                           |        |                |        |           |       
|                                               |                                                                                                       |                                                                                                     | 32,055                    |        |                |        | 32,310    |       
|                                               |                                                                                                       |                                                                                                     |                           |        |                |        |           |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                       | $                                                                                                   | 113,527                   |        |                | $      | 100,420   |       
|                                               |                                                                                                       |                                                                                                     |                           |        |                |        |           |       

See notes to consolidated financial statements

3



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##### Table of Contents



CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed)
Maxco, Inc. and Subsidiaries

|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|----------------------------------------------- | ---------------------------------------------- | ------------------------------------ | ------------------------------------- | ----------------------------------------------------------------------- | ------ | ------------------------------------- | ------ | ----------- | ------ | ----- | ------ | 
|                                                |                                                |                                      |                                       |                                                                         |        | Three Months Ended June 30,          
|                                                |                                                |                                      |                                       |                                                                         |        |                                      
|                                                |                                                |                                      |                                       |                                                                         |        | 2000                                  |        | 1999       
|                                                |                                                |                                      |                                       |                                                                         |        | (Unaudited)                           |        | (Unaudited)
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |            
|                                                |                                                |                                      |                                       |                                                                         |        | (in thousands, except per share data)
|Net sales                                       |                                                | $                                    | 48,454                                |                                                                         |        | $                                     | 43,976 |            
|                                               
|                                               
|                                               
|                                               
|Costs and expenses:                            
|                                               
|                                               
|                                               
|                                               
|                                                |                                                | Cost of sales and operating expenses |                                       |                                                                         | 37,914 |                                       |        |             | 33,475 |      
|                                               
|                                               
|                                               
|                                               
|                                                |                                                | Selling, general and administrative  |                                       |                                                                         | 7,347  |                                       |        |             | 6,478  |      
|                                               
|                                               
|                                               
|                                               
|                                                |                                                | Depreciation and amortization        |                                       |                                                                         | 1,479  |                                       |        |             | 1,169  |      
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|                                                |                                                |                                      |                                       |                                                                         |        |                                       | 46,740 |             |        |       | 41,122 | 
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|                                               
|                                               
|                                               
|                                               
|                                                |                                                |                                      |                                       | Operating Earnings                                                      |        |                                       | 1,714  |             |        |       | 2,854  | 
|                                               
|                                               
|                                               
|                                               
|Other income (expense)                         
|                                                |                                                | Investment and interest income       |                                       |                                                                         | 162    |                                       |        |             | 155    |      
|                                               
|                                               
|                                               
|                                               
|                                                |                                                | Interest expense                     |                                       |                                                                         | (1,040 | )                                     |        |             | (745   | )    
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|                                                |                                                |                                      |                                       | Income Before Federal
Income Taxes and Equity in Earnings of Affiliates |        |                                       | 836    |             |        |       | 2,264  | 
|                                               
|                                               
|                                               
|                                               
|Federal income tax expense                      |                                                |                                      | 309                                   |                                                                         |        |                                       | 781    |            
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|                                               
|                                               
|                                               
|                                               
|                                                | Income Before Equity in Earnings of Affiliates |                                      |                                       | 527                                                                     |        |                                       |        | 1,483       |       
|                                               
|                                               
|                                               
|                                               
|Equity in earnings of affiliates, net of tax    |                                                |                                      | (325                                  | )                                                                       |        |                                       | 425    |            
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|                                                |                                                |                                      |                                       | Net Income                                                              |        |                                       | 202    |             |        |       | 1,908  | 
|                                               
|                                               
|                                               
|                                               
|Less preferred stock dividends                  |                                                |                                      | (102                                  | )                                                                       |        |                                       | (102   | )          
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|                                                |                                                |                                      | Net Income Applicable to Common Stock |                                                                         | $      | 100                                   |        |             | $      | 1,806 |       
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|Net Income Per Common Share  Basic             |                                                | $                                    | .03                                   |                                                                         |        | $                                     | .57    |            
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 
|Net Income Per Common Share  Assuming Dilution |                                                | $                                    | .03                                   |                                                                         |        | $                                     | .57    |            
|                                                |                                                |                                      |                                       |                                                                         |        |                                       |        |             |        |       |        | 

See notes to consolidated financial statements

4



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##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
Maxco, Inc. and Subsidiaries

|                     |                                                                                   |                                             |                                                  |        |                             |        |             |        |     |        |  
|-------------------- | --------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------------ | ------ | --------------------------- | ------ | ----------- | ------ | --- | ------ | -
|                     |                                                                                   |                                             |                                                  |        | Three Months Ended June 30,
|                     |                                                                                   |                                             |                                                  |        |                            
|                     |                                                                                   |                                             |                                                  |        | 2000                        |        | 1999       
|                     |                                                                                   |                                             |                                                  |        | (Unaudited)                 |        | (Unaudited)
|                     |                                                                                   |                                             |                                                  |        |                             |        |            
|                     |                                                                                   |                                             |                                                  |        | (in thousands)             
|Operating Activities
|                    
|                    
|                    
|                    
|                     | Net Income                                                                        |                                             | $                                                | 202    |                             |        | $           | 1,908  |    
|                    
|                    
|                    
|                    
|                     | Adjustments to reconcile net income to net cash provided
by operating activities:
|                    
|                    
|                    
|                    
|                     |                                                                                   | Depreciation and other non-cash items       |                                                  |        | 1,908                       |        |             |        | 761 |       
|                    
|                    
|                    
|                    
|                     |                                                                                   | Changes in operating assets and liabilities |                                                  |        | 1,260                       |        |             |        | 105 |       
|                     |                                                                                   |                                             |                                                  |        |                             |        |            
|                    
|                    
|                    
|                    
|                     |                                                                                   |                                             | Net Cash Provided By Operating Activities        |        |                             | 3,370  |             |        |     | 2,774  |  
|                    
|                    
|                    
|                    
|Investing Activities
|                    
|                    
|                    
|                    
|                     | Purchase of business                                                              |                                             |                                                  |        |                             |        |             | (3,103 | )  
|                    
|                    
|                    
|                    
|                     | Payment received on note receivable                                               |                                             |                                                  |        |                             |        |             | 750    |    
|                    
|                    
|                    
|                    
|                     | Redemption of (investment in) marketable securities                               |                                             |                                                  | 1,434  |                             |        |             | (37    | )  
|                    
|                    
|                    
|                    
|                     | Investment in affiliates                                                          |                                             |                                                  | (794   | )                           |        |             | (304   | )  
|                    
|                    
|                    
|                    
|                     | Distributions from affiliates                                                     |                                             |                                                  | 375    |                             |        |             | 76     |    
|                    
|                    
|                    
|                    
|                     | Purchases of property and equipment                                               |                                             |                                                  | (4,011 | )                           |        |             | (2,590 | )  
|                    
|                    
|                    
|                    
|                     | Other                                                                             |                                             |                                                  | 6      |                             |        |             | (6     | )  
|                     |                                                                                   |                                             |                                                  |        |                             |        |            
|                    
|                    
|                    
|                    
|                     |                                                                                   |                                             | Net Cash Used In Investing Activities            |        |                             | (2,990 | )           |        |     | (5,214 | )
|                    
|                    
|                    
|                    
|Financing Activities
|                    
|                    
|                    
|                    
|                     | Proceeds from long-term obligations                                               |                                             |                                                  | 1,646  |                             |        |             | 7,263  |    
|                    
|                    
|                    
|                    
|                     | Repayments on long-term obligations and notes payable                             |                                             |                                                  | (754   | )                           |        |             | (3,149 | )  
|                    
|                    
|                    
|                    
|                     | Changes in capital stock                                                          |                                             |                                                  |        |                             |        |             | (231   | )  
|                    
|                    
|                    
|                    
|                     | Dividends paid on preferred stock                                                 |                                             |                                                  | (102   | )                           |        |             | (102   | )  
|                     |                                                                                   |                                             |                                                  |        |                             |        |            
|                    
|                    
|                    
|                    
|                     |                                                                                   |                                             | Net Cash Provided by Financing Activities        |        |                             | 790    |             |        |     | 3,781  |  
|                     |                                                                                   |                                             |                                                  |        |                             |        |            
|                    
|                    
|                    
|                    
|                     |                                                                                   |                                             | Increase in Cash and Cash Equivalents            |        |                             | 1,170  |             |        |     | 1,341  |  
|                    
|                    
|                    
|                    
|                     |                                                                                   |                                             | Cash and Cash Equivalents at Beginning of Period |        |                             | 542    |             |        |     | 1,122  |  
|                     |                                                                                   |                                             |                                                  |        |                             |        |            
|                    
|                    
|                    
|                    
|                     |                                                                                   |                                             | Cash and Cash Equivalents at End of Period       |        | $                           | 1,712  |             |        | $   | 2,463  |  
|                     |                                                                                   |                                             |                                                  |        |                             |        |            

See notes to consolidated financial statements

5



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##### Table of Contents






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Maxco, Inc. and Subsidiaries
June 30, 2000
(Unaudited)

NOTE 1  Basis of Presentation and Significant Accounting Policies
The accompanying unaudited, condensed, consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation of the results of the interim periods
covered have been included. For further information, refer to the
consolidated financial statements and notes thereto included in Maxcos
annual report on Form 10-K for the year ended March 31, 2000.

The results of operations for the interim periods presented are not
necessarily indicative of the results for the full year. Maxcos sales and
operating results have varied substantially from quarter to quarter. Net
sales are typically lower in the third and fourth quarters. The most
significant factors affecting these fluctuations are the seasonal buying
patterns of the Companys customers due to inclement weather and the reduced
number of business days during the holiday season. In addition, the timing of
acquisitions or the occasional sale of corporate investments may cause
substantial fluctuations of operating results from quarter to quarter. Maxco
expects its net sales and operating results to continue to fluctuate from
quarter to quarter.

Certain other amounts in the consolidated financial statements have been
reclassified to conform to the current presentation.

NOTE 2  Inventories
The major classes of inventories, at the dates indicated were as follows:

|                                    |  |                |        |           |  |   |       | 
|----------------------------------- |  | -------------- | ------ | --------- |  | - | ----- | 
|                                    |  | June 30,       |        | March 31,
|                                    |  | 2000           |        | 2000     
|                                    |  |                |        |          
|                                    |  | (in thousands)
|Raw materials                       |  | $              | 758    |           |  | $ | 589   | 
|                                   
|                                   
|                                   
|                                   
|Finished goods and
work in progress |  |                | 1,376  |           |  |   | 1,136 | 
|                                   
|                                   
|                                   
|                                   
|Purchased products
for resale       |  |                | 7,888  |           |  |   | 6,275 | 
|                                    |  |                |        |           |  |   |       | 
|                                    |  | $              | 10,022 |           |  | $ | 8,000 | 
|                                    |  |                |        |           |  |   |       | 

NOTE 3  Marketable Securities
The Company classifies its investments in equity securities with readily
determinable fair values as securities available for sale under FASB 115,
Accounting for Certain Investments in Debt and Equity Securities.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of
stockholders equity. Application of this method resulted in an unrealized
loss, net of deferred tax, of approximately $1.2 million being reported as
part of stockholders equity at June 30, 2000.

6



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maxco, Inc. and Subsidiaries

NOTE 4  Investment in Integral Vision, Inc. (Formerly Medar, Inc.)
The following table summarizes the operating results of Integral Vision, Inc.,
Maxcos 25% owned affiliated company:

|                  |  |                    |        |      |  |   |       |  
|----------------- |  | ------------------ | ------ | ---- |  | - | ----- | -
|                  |  | Three Months Ended
|                  |  | June 30,          
|                  |  |                   
|                  |  | 2000               |        | 1999
|                  |  |                    |        |     
|                  |  | (in thousands)    
|Net Sales         |  | $                  | 1,785  |      |  | $ | 2,409 |  
|                 
|                 
|                 
|                 
|Gross Margin      |  |                    | (132   | )    |  |   | (165  | )
|                 
|                 
|                 
|                 
|Net Income (Loss) |  |                    | (1,854 | )    |  |   | 3,550 |  

During the quarter ended June 30, 1999, Integral Vision sold its welding
division and recognized a gain of approximately $5.5 million on the
transaction.

Condensed income statement information for the three months ended June 30, 2000 and June 30, 1999 for the
equity investees where Maxcos share of their net income (loss) exceeded
20% of consolidated pre-tax income for the year ended March 31, 2000 is as
follows:

|                  |  |                 |                     |                |  |                |      |      |  |   |       |  |  |   |       | 
|----------------- |  | --------------- | ------------------- | -------------- |  | -------------- | ---- | ---- |  | - | ----- |  |  | - | ----- | 
|                  |  | Foresight       | Midstate Industrial
|                  |  | Solutions, Inc. |                     | Services, Inc.
|                  |  | June 30,        |                     | June 30,      
|                  |  |                 |                     |               
|                  |  | 2000            |                     | 1999           |  | 2000           |      | 1999
|                  |  |                 |                     |                |  |                |      |     
|                  |  |                 |                     |                |  | (in thousands)
|Net Sales         |  | $               | 254                 |                |  | $              | 471  |      |  | $ | 2,484 |  |  | $ | 3,447 | 
|                 
|                 
|                 
|                 
|Gross Margin      |  |                 | 233                 |                |  |                | 364  |      |  |   | 1,042 |  |  |   | 977   | 
|                 
|                 
|                 
|                 
|Net Income (Loss) |  |                 | (298                | )              |  |                | (183 | )    |  |   | 229   |  |  |   | 226   | 



NOTE 5  Earnings Per Share
The following table sets forth the computation of basic and diluted earnings
per share:

|                                                                                                    |                                           |   |                                       |       |      |   |       |       |  
|--------------------------------------------------------------------------------------------------- | ----------------------------------------- | - | ------------------------------------- | ----- | ---- | - | ----- | ----- | -
|                                                                                                    |                                           |   | Three Months Ended                   
|                                                                                                    |                                           |   | June 30,                             
|                                                                                                    |                                           |   | 2000                                  |       | 1999
|                                                                                                    |                                           |   |                                       |       |     
|                                                                                                    |                                           |   | (in thousands, except per share data)
|NUMERATOR:                                                                                         
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                    | Net income                                |   | $                                     | 202   |      |   | $     | 1,908 |  
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                    | Preferred stock dividends                 |   |                                       | (102  | )    |   |       | (102  | )
|                                                                                                    |                                           |   |                                       |       |      |   |       |      
|Numerator for basic earnings per shareincome
available to common stockholders                      |                                           |   | 100                                   |       |      |   | 1,806 |      
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Effect of dilutive securities:                                                                     
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Numerator for diluted earnings per shareincome
to common stockholders after assumed conversions    |                                           |   | 100                                   |       |      |   | 1,806 |      
|                                                                                                    |                                           |   |                                       |       |      |   |       |      
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|DENOMINATOR:                                                                                       
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                    | Denominator for basic earnings per share
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                    | Weighted-average shares                   |   |                                       | 3,101 |      |   |       | 3,195 |  
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Effect of dilutive securities:                                                                     
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                    | Employee stock options                    |   |                                       | 6     |     
|                                                                                                    |                                           |   |                                       |       |      |   |       |      
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Dilutive potential common shares                                                                    |                                           |   | 6                                     |      
|                                                                                                    |                                           |   |                                       |       |      |   |       |      
|Denominator for diluted earnings per shareadjusted
weighted-average shares and assumed conversions |                                           |   | 3,107                                 |       |      |   | 3,195 |      
|                                                                                                    |                                           |   |                                       |       |      |   |       |      
|BASIC EARNINGS PER SHARE                                                                            |                                           | $ | .03                                   |       |      | $ | .57   |      
|                                                                                                    |                                           |   |                                       |       |      |   |       |      
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|DILUTED EARNINGS PER SHARE                                                                          |                                           | $ | .03                                   |       |      | $ | .57   |      
|                                                                                                    |                                           |   |                                       |       |      |   |       |      

7



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maxco, Inc. and Subsidiaries

NOTE 6  Comprehensive Income
The components of comprehensive income for the three months ended June 30,
2000 and 1999 are as follows:

|                                           |  |                    |      |      |  |   |       |  
|------------------------------------------ |  | ------------------ | ---- | ---- |  | - | ----- | -
|                                           |  | Three Months Ended
|                                           |  | June 30,          
|                                           |  |                   
|                                           |  | 2000               |      | 1999
|                                           |  |                    |      |     
|                                           |  | (in thousands)    
|Net earnings                               |  | $                  | 202  |      |  | $ | 1,908 |  
|                                          
|                                          
|                                          
|                                          
|Unrealized losses on marketable securities |  |                    | (355 | )    |  |   | (36   | )
|                                           |  |                    |      |      |  |   |       |  
|                                          
|                                          
|                                          
|                                          
|                                           |  | $                  | (153 | )    |  | $ | 1,872 |  
|                                           |  |                    |      |      |  |   |       |  

The components of accumulated comprehensive income, net of related tax at
June 30, 2000 and March 31, 2000 are as follows:

|                                           |  |                |        |           |  |   |      |  
|------------------------------------------ |  | -------------- | ------ | --------- |  | - | ---- | -
|                                           |  | June 30,       |        | March 31,
|                                           |  | 2000           |        | 2000     
|                                           |  |                |        |          
|                                           |  | (in thousands)
|Unrealized losses on marketable securities |  | $              | (1,232 | )         |  | $ | (877 | )

NOTE 7  INDUSTRY SEGMENT INFORMATION

The following summarizes Maxcos industry segment information:

|                     |                           |                          |   |                |        |           |   |         |        | 
|-------------------- | ------------------------- | ------------------------ | - | -------------- | ------ | --------- | - | ------- | ------ | 
|                     |                           |                          |   | June 30,       |        | March 31,
|                     |                           |                          |   | 2000           |        | 2000     
|                     |                           |                          |   |                |        |          
|                     |                           |                          |   | (in thousands)
|Identifiable assets:
|                    
|                    
|                    
|                    
|                     |                           | Construction supplies    |   | $              | 44,844 |           |   | $       | 32,902 | 
|                    
|                    
|                    
|                    
|                     |                           | Heat treating            |   |                | 32,505 |           |   |         | 30,367 | 
|                    
|                    
|                    
|                    
|                     |                           | Packaging products       |   |                | 6,765  |           |   |         | 6,565  | 
|                    
|                    
|                    
|                    
|                     |                           | Corporate and other      |   |                | 17,919 |           |   |         | 18,421 | 
|                    
|                    
|                    
|                    
|                     |                           | Investments and advances |   |                | 11,494 |           |   |         | 12,165 | 
|                     |                           |                          |   |                |        |           |   |        
|                     | Total Identifiable Assets |                          | $ | 113,527        |        |           | $ | 100,420 |       
|                     |                           |                          |   |                |        |           |   |        

8



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maxco, Inc. and Subsidiaries

NOTE 7  INDUSTRY SEGMENT INFORMATION  Continued

|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |        |  
|------------------------------------------- | --------------------- | -------------------------- |  | - | ----- | ------ | ------------------ | ------ | ----- | ------ | ----- | ------ | -
|                                            |                       |                            |  |   |       |        | Three Months Ended
|                                            |                       |                            |  |   |       |        | June 30,          
|                                            |                       |                            |  |   |       |        | 2000               |        | 1999 
|                                            |                       |                            |  |   |       |        |                    |        |      
|                                            |                       |                            |  |   |       |        | (in thousands)    
|Net sales:                                 
|                                           
|                                           
|                                           
|                                           
|                                            | Construction supplies |                            |  |   |       |        | $                  | 33,891 |       |        | $     | 29,413 |  
|                                           
|                                           
|                                           
|                                           
|                                            | Heat treating         |                            |  |   |       |        |                    | 10,361 |       |        |       | 10,084 |  
|                                           
|                                           
|                                           
|                                           
|                                            | Packaging products    |                            |  |   |       |        |                    | 4,120  |       |        |       | 4,397  |  
|                                           
|                                           
|                                           
|                                           
|                                            | Corporate and other   |                            |  |   |       |        |                    | 82     |       |        |       | 82     |  
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       
|                                           
|                                           
|                                           
|                                           
|                                            |                       | Total Net Sales            |  |   | $     | 48,454 |                    |        | $     | 43,976 |      
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       
|Operating earnings (loss):                 
|                                           
|                                           
|                                           
|                                           
|                                            | Construction supplies |                            |  |   |       |        | $                  | 1,631  |       |        | $     | 2,059  |  
|                                           
|                                           
|                                           
|                                           
|                                            | Heat treating         |                            |  |   |       |        |                    | 904    |       |        |       | 1,449  |  
|                                           
|                                           
|                                           
|                                           
|                                            | Packaging products    |                            |  |   |       |        |                    | (105   | )     |        |       | (23    | )
|                                           
|                                           
|                                           
|                                           
|                                            | Corporate and other   |                            |  |   |       |        |                    | (716   | )     |        |       | (631   | )
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       
|                                           
|                                           
|                                           
|                                           
|                                            |                       | Total Operating Earnings   |  |   | $     | 1,714  |                    |        | $     | 2,854  |      
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       
|Depreciation and amortization expense:     
|                                           
|                                           
|                                           
|                                           
|                                            | Construction supplies |                            |  |   |       |        | $                  | 565    |       |        | $     | 423    |  
|                                           
|                                           
|                                           
|                                           
|                                            | Heat treating         |                            |  |   |       |        |                    | 605    |       |        |       | 481    |  
|                                           
|                                           
|                                           
|                                           
|                                            | Packaging products    |                            |  |   |       |        |                    | 192    |       |        |       | 175    |  
|                                           
|                                           
|                                           
|                                           
|                                            | Corporate and other   |                            |  |   |       |        |                    | 117    |       |        |       | 90     |  
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       
|Total Depreciation And Amortization Expense |                       |                            |  | $ | 1,479 |        |                    | $      | 1,169 |       
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       
|Capital expenditures:                      
|                                           
|                                           
|                                           
|                                           
|                                            | Construction supplies |                            |  |   |       |        | $                  | 1,431  |       |        | $     | 1,339  |  
|                                           
|                                           
|                                           
|                                           
|                                            | Heat treating         |                            |  |   |       |        |                    | 2,527  |       |        |       | 1,025  |  
|                                           
|                                           
|                                           
|                                           
|                                            | Packaging products    |                            |  |   |       |        |                    | 53     |       |        |       | 219    |  
|                                           
|                                           
|                                           
|                                           
|                                            | Corporate and other   |                            |  |   |       |        |                    | 0      |       |        |       | 7      |  
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       
|                                            |                       | Total Capital Expenditures |  |   |       | $      | 4,011              |        |       | $      | 2,590 |       
|                                            |                       |                            |  |   |       |        |                    |        |       |        |       |       

Accounting policies of the business segments are consistent with those
described in the summary of significant accounting policies (see Note 1).

Identifiable assets are those assets that are used in Maxcos operations in
each industry segment. Corporate assets are principally cash, notes receivable,
investments, and corporate office properties.

Maxco has no significant foreign operations, export sales, or inter-segment
sales.

9



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maxco, Inc. and Subsidiaries

NOTE 8  INVESTMENT IN AXSON, S.A.

Maxco had a 7% investment in Axson, S.A. of France (Axson), a manufacturer of
resins and composite materials for advanced applications, which was carried at
cost value. In the fourth quarter of fiscal 2000, the majority shareholders of
Axson began negotiations with Axson management for a management buyout of the
existing shareholders interests. As such, Maxco adjusted its carrying amount to
its estimated realizable value at March 31, 2000, which resulted in a $860,000
charge in the fourth quarter of last year, for other than temporary impairment
on its investment. This transaction was completed in August 2000.

NOTE 9  DEBT

The Company is currently in default on certain financial and other covenants as
required by its $18 million and $10 million lines of credit with a bank. As
such the outstanding balance on the lines ($22.7 million at June 30, 2000) has
been classified as current in the accompanying financial statements. These
lines of credit were amended in July 2000 to carry an interest rate of 1% over
prime, increasing the availability under the $18 million line to $20 million,
and as provided under the original agreement with the bank, the $10 million
acquisition line was converted to a $7.6 million term loan. However, there are
ongoing negotiations with the bank to obtain waivers of default. Management
anticipates that the negotiations will be completed in the third quarter of the
fiscal year.

The accompanying financial statements have been prepared on the basis that the
Company will continue as a going concern. The Companys ability to meet its
short term and long term debt service and other obligations (including
compliance with financial covenants) will be dependent upon its future
operating performance and the successful renegotiation of its credit
facilities. These dependencies will be subject to financial, business and other
factors, certain of which are beyond the Companys control, such as prevailing
economic conditions. There can be no assurance that, in the event the Company
were to require additional financing, such additional financing would be
available on satisfactory terms. The Company believes that funds generated by
its operations and funds available under other credit facilities, will be
sufficient to finance short term capital needs, as well as to fund existing
operations for the foreseeable future. However, in the event that the Company
is unable to successfully renegotiate its credit facilities, the Company has
liquid long term equity investments that could be used to meet its short term
and long term debt service requirements and fund operating cash flows.

NOTE 10  FEDERAL INCOME TAXES

The Companys effective tax rate varied from the statutory rate of 34% due to
certain expenses, which are not deductible for tax purposes.

10



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##### Table of Contents






MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Maxco, Inc. and Subsidiaries
June 30, 2000

MATERIAL CHANGES IN FINANCIAL CONDITION

Operating activities generated $3.4 million in cash for the quarter. Individual
working capital component levels increased over the March 31, 2000 level,
primarily from the increased sales activity by the Companys construction
supplies unit (Ersco) over the traditional slower fourth quarter of the prior
year.

Cash was used in investing activities during the quarter to purchase additional
equipment for Maxcos heat-treating unit (Atmosphere Annealing), and its
Construction Supplies unit (Ersco).

Net proceeds from additional long-term debt were used primarily to fund the
purchase of equipment.

At June 30, 2000, the Company continued to classify certain lines of credit as
short term due to the Company being in default on certain financial and other
covenants under its $18 million and $10 million lines of credit with a bank.
In July 2000, these lines of credit were amended to carry an interest rate of
1% over prime, increasing the availability under the $18 million line to $20
million, and as provided under the original agreement with the bank, the $10
million acquisition line was converted to a $7.6 million term loan. However,
there are ongoing negotiations with the bank to obtain waivers of default.
Management anticipates that these negotiations will be completed in the third
quarter of the fiscal year.

The Companys ability to meet its short term and long term debt service and
other obligations (including compliance with financial covenants) will be
dependent upon its future operating performance and the successful
renegotiation of its credit facilities. These dependencies will be subject to
financial, business and other factors, certain of which are beyond the
Companys control, such as prevailing economic conditions. There can be no
assurance that, in the event the Company were to require additional financing,
such additional financing would be available on satisfactory terms. The Company
believes that funds generated by its operations and funds available under other
credit facilities will be sufficient to finance short term capital needs, as
well as to fund existing operations for the foreseeable future. However, in the
event that the Company is unable to successfully renegotiate its credit
facilities, the Company has liquid long term equity investments that could be
used to meet its short term and long term debt service requirements and fund
operating cash flows.

At June 30, 2000, the 2,240,605 shares of Integral Vision (formerly Medar)
common stock that Maxco owns had an aggregate market value of approximately
$5.6 million ($3.4 million at August 9, 2000). Maxcos investment in Integral
Vision is reflected in Maxcos financial statements under the equity method for
all periods presented as the Company owns greater than 20% of Integral Visions
outstanding stock.

At June 30, 2000, the 249,230 shares of Provant common stock that Maxco owns
had an aggregate market value of approximately $1.4 million ($2.0 million at
March 31, 2000). Maxcos investment in Provant is reflected in Maxcos
financial statements under the cost method as an available-for-sale security as
the Company owns less than 20% of Provants outstanding stock.

11



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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Maxco, Inc. and Subsidiaries

Maxco believes that its current financial resources, together with cash
generated from operations will be adequate to meet its cash requirements for
the next year.

Additionally, the Company believes the value that has been created in its
portfolio of investments could provide additional resources for the Company if
needed.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

Three Months Ended June 30, 2000 Compared to 1999

Net sales increased to $48.5 million compared to $44.0 million in last years
first quarter. First quarter results reflect operating earnings of $1.7 million
compared to $2.9 million for the comparable period in 1999. Net income was
$202,000 or $.03 per share assuming dilution compared to last years $1.9
million or $.57 per share assuming dilution.

Sales and operating earnings for the three months ending June 30, 2000 and 1999
by each of the companys segments were as follows:

|                      |  |                    |        |                    |  |                |       |        |  |   |        |           |  |   |       |  
|--------------------- |  | ------------------ | ------ | ------------------ |  | -------------- | ----- | ------ |  | - | ------ | --------- |  | - | ----- | -
|                      |  | Three Months Ended |        | Three Months Ended
|                      |  | June 30, 2000      |        | June 30, 1999     
|                      |  |                    |        |                   
|                      |  |                    |        |                    |  | Operating      |       |        |  |   |        | Operating
|                      |  |                    |        |                    |  | Earnings       |       |        |  |   |        | Earnings 
|                      |  | Sales              |        | (loss)             |  | Sales          |       | (loss)
|                      |  |                    |        |                    |  |                |       |       
|                      |  |                    |        |                    |  | (in thousands)
|Construction supplies |  | $                  | 33,891 |                    |  | $              | 1,631 |        |  | $ | 29,413 |           |  | $ | 2,059 |  
|                     
|                     
|                     
|                     
|Heat treating         |  |                    | 10,361 |                    |  |                | 904   |        |  |   | 10,084 |           |  |   | 1,449 |  
|                     
|                     
|                     
|                     
|Packaging products    |  |                    | 4,120  |                    |  |                | (105  | )      |  |   | 4,397  |           |  |   | (23   | )

The increase in sales at Maxcos Construction Supplies unit (Ersco) was
primarily from an increase in product sales to highway contractors on a direct
shipment basis from the manufacturers. The nominal increase in sales at the
Companys heat treating unit (Atmosphere) was offset by lower sales at its
packaging products unit (Pak-Sak).

Consolidated gross profit (net sales less cost of sales and operating expenses)
for both periods was $10.5 million, however, as a percentage of sales, decreased
from 24% in the prior year to 22% in the current period. The decrease in gross
margin was primarily the result of the increased sales  at Ersco on a direct shipment
basis, which generally have a lower margin. Higher operating expenses at
certain of Erscos locations in anticipation of higher yard sales, which did
not occur due in part to inclement weather in the month of June and a strike at
certain redi-mix concrete plants in a key market were also factors.
Gross profit at Atmosphere was also affected primarily by the
increase in the price of natural gas that is used in the heat
treating process.

12



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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Maxco, Inc. and Subsidiaries

Selling, general, and administrative expenses increased $869,000 to $7.3
million from $6.5 million. The increase primarily resulted at the construction
supplies unit due to additional wages and other expenses incurred to support
the planned growth of this unit.

Depreciation and amortization expense for the three months ended June 30, 2000
increased as a result of the additional depreciation resulting from the
purchases of property and equipment by Atmosphere and Ersco in the 2000 fiscal
year.

As a result of the above, operating earnings decreased to approximately $1.7
million from $2.9 million in last years comparable period.

Net interest expense increased from the prior year quarter due to additional
long-term borrowings and a reduction in marketable securities, the proceeds of
which were used for investments in the Companys affiliates and additional
purchases of property and equipment.

Integral Vision, Inc. (formerly Medar, Inc.) had a net loss for the three
months ended June 30, 2000 of $1.9 million compared to a net income of $3.6
million for the three months ended June 30, 1999. During the quarter ended June
30, 1999, Integral Vision sold its welding division and recognized a gain of
approximately $5.5 million on the transaction. This was the primary reason
Maxcos equity in earnings of affiliates decreased to a loss of $325,000 for
the three months ended June 30, 2000 from income of $325,000 in the comparable
prior year period.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Companys variable interest expense is sensitive to changes in the general
level of United States interest rates. Some of the Companys interest expense
is fixed through long-term borrowings to mitigate the impact of such potential
exposure. Additionally, the Company entered into an interest rate swap
agreement based on a notional amount of $5.0 million to manage its exposure to
interest rate changes. The swap involves the exchange of fixed and variable
interest payments without changing the notional principal amount. The Company
had total outstanding variable rate short and long term borrowings of $44.7
million at June 30, 2000. A 1% increase from the prevailing interest rates at
June 30, 2000 on the unhedged variable rate portion of the Companys short and
long-term borrowings would increase interest expense on an annualized basis by
approximately $400,000 based on principal balances at June 30, 2000.

13



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##### Table of Contents






PART II




OTHER INFORMATION

|          |  |                                                                                                                                                                                                                                                      
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.   |  | Legal Proceedings                                                                                                                                                                                                                                    
|         
|         
|         
|         
|          |  | None                                                                                                                                                                                                                                                 
|         
|         
|         
|         
|Item 2.   |  | Changes in Securities                                                                                                                                                                                                                                
|         
|         
|         
|         
|          |  | None                                                                                                                                                                                                                                                 
|         
|         
|         
|         
|Item 3.   |  | Defaults Upon Senior Securities                                                                                                                                                                                                                      
|         
|         
|         
|         
|          |  | The Company is currently in default on certain financial and
other covenants as required by its $18 million (increased to
$20 million in July 2000) and $10 million (converted to a $7.6
million term loan in July 2000) lines of credit with a bank.
|         
|         
|         
|         
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                  
|         
|         
|         
|         
|          |  | None                                                                                                                                                                                                                                                 
|         
|         
|         
|         
|Item 5.   |  | Other Information                                                                                                                                                                                                                                    
|         
|         
|         
|         
|          |  | None                                                                                                                                                                                                                                                 
|         
|         
|         
|         
|Item 6(a) |  | Exhibits                                                                                                                                                                                                                                             
|         
|         
|         
|         
|3         |  | Restated Articles of Incorporation are hereby incorporated from Form 10-Q
dated February 13, 1998.                                                                                                                                                   
|         
|         
|         
|         
|3.1       |  | By-laws are hereby incorporated by reference from Form S-4 dated November
4, 1991 (File No. 33-43855).                                                                                                                                               
|         
|         
|         
|         
|4.2       |  | Resolution establishing Series Three Preferred Shares is hereby
incorporated by reference from Form S-4 dated November 4, 1991 (File No.
33-43855).                                                                                                  
|         
|         
|         
|         
|4.3       |  | Resolution authorizing the redemption of Series Two Preferred Stock and
establishing Series Four Preferred Stock and the terms of the subordinated
notes is hereby incorporated by reference from Form 10-Q dated February
14, 1997.                 
|         
|         
|         
|         
|4.4       |  | Resolution establishing Series Five Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 5, 1997.                                                                                                                          
|         
|         
|         
|         
|4.5       |  | Resolution establishing Series Six Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 23, 1999.                                                                                                                          

14



---



##### Table of Contents



PART II
OTHER INFORMATION (Continued)

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1  |  | Incentive stock option plan adopted August 15, 1983, including the
amendment (approved by shareholders August 25, 1987) to increase the
authorized shares on which options may be granted by two hundred fifty
thousand (250,000), up to five hundred thousand (500,000) shares of the
common stock of the company is hereby incorporated by reference from the
registrants annual report on Form 10-K for the fiscal year ended March
31, 1988.
|     
|     
|     
|     
|10.9  |  | Asset purchase agreement  Wright Plastic Products, Inc. is hereby
incorporated by reference from Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                                                             
|     
|     
|     
|     
|10.10 |  | Amended and restated loan agreement between Comerica Bank and Maxco,
Inc. dated September 30, 1996 is hereby incorporated by reference from
Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                   
|     
|     
|     
|     
|10.11 |  | Asset purchase agreement for the purchase of Atmosphere Annealing, Inc.
is hereby incorporated by reference from Form 8-K dated January 17, 1997.                                                                                                                                                                                                                                                                                                
|     
|     
|     
|     
|10.12 |  | Asset purchase agreement   Axson North America, Inc. is hereby
incorporated by reference from Form 10-Q dated February 14, 1997.                                                                                                                                                                                                                                                                                                                
|     
|     
|     
|     
|10.13 |  | Loan agreement between Michigan Strategic Fund and Atmosphere Annealing,
Inc. is hereby incorporated by reference from Form 10-Q dated February 13,
1998.                                                                                                                                                                                                                                                                                        
|     
|     
|     
|     
|10.14 |  | Loan agreement between LAM Funding, L.L.C. and borrower including
Guaranty-Maxco, Inc. is hereby incorporated by reference from Form 10-Q
dated February 13, 1998.                                                                                                                                                                                                                                                                               
|     
|     
|     
|     
|10.15 |  | First Amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated August 1, 1997, is hereby incorporated by
reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                       
|     
|     
|     
|     
|10.16 |  | Second amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated June 24, 1998 is hereby incorporated by
reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                        
|     
|     
|     
|     
|10.17 |  | Third amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated September 24, 1998, is hereby incorporated by
reference from Form 10-Q dated November 12, 1998.                                                                                                                                                                                                                                               
|     
|     
|     
|     
|10.18 |  | Maxco, Inc. 1998 Employee Stock Option Plan is hereby incorporated by
reference from Form 10-Q dated November 12, 1998.                                                                                                                                                                                                                                                                                                                          
|     
|     
|     
|     
|10.19 |  | Fourth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated June 22, 1999, is hereby incorporated by
reference from Form 10-K dated June 23, 1999.                                                                                                                                                                                                                                                       

15



---



##### Table of Contents



PART II
OTHER INFORMATION (Continued)

|          |  |                                                                                                                                                                                                 
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20     |  | Fifth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated September 1, 1999 is hereby incorporated by
reference from Form 10-Q dated November 12, 1999.
|         
|         
|         
|         
|10.21     |  | Sixth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated July 12, 2000 is hereby incorporated by
reference from Form 10-K dated July 14, 2000.        
|         
|         
|         
|         
|27*       |  | Financial Data Schedule                                                                                                                                                                         
|         
|         
|         
|         
|Item 6(b) |  | Reports on Form 8-K
None                                                                                                                                                                        

*Filed herewith

16



---



##### Table of Contents



SIGNATURES

Pursuant to the requirements 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.

MAXCO, INC.

|      |  |                 |  |                                                                                                   
|----- |  | --------------- |  | --------------------------------------------------------------------------------------------------
|Date: |  | August 14, 2000 |  | /S/ VINCENT SHUNSKY                                                                               
|      |  |                 |  | Vincent Shunsky, Vice President-Finance
and Treasurer (Principal Financial and
Accounting Officer)

17



---



##### Table of Contents






EXHIBIT INDEX

|    |  |                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3   |  | Restated Articles of Incorporation are hereby incorporated from Form 10-Q
dated February 13, 1998.                                                                                                                                  
|   
|   
|   
|   
|3.1 |  | By-laws are hereby incorporated by reference from Form S-4 dated November
4, 1991 (File No. 33-43855).                                                                                                                              
|   
|   
|   
|   
|4.2 |  | Resolution establishing Series Three Preferred Shares is hereby
incorporated by reference from Form S-4 dated November 4, 1991 (File No.
33-43855).                                                                                 
|   
|   
|   
|   
|4.3 |  | Resolution authorizing the redemption of Series Two Preferred Stock and
establishing Series Four Preferred Stock and the terms of the subordinated
notes is hereby incorporated by reference from Form 10-Q dated February
14, 1997.
|   
|   
|   
|   
|4.4 |  | Resolution establishing Series Five Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 5, 1997.                                                                                                         
|   
|   
|   
|   
|4.5 |  | Resolution establishing Series Six Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 23, 1999.                                                                                                         

18



---



##### Table of Contents



EXHIBIT INDEX

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1  |  | Incentive stock option plan adopted August 15, 1983, including the
amendment (approved by shareholders August 25, 1987) to increase the
authorized shares on which options may be granted by two hundred fifty
thousand (250,000), up to five hundred thousand (500,000) shares of the
common stock of the company is hereby incorporated by reference from the
registrants annual report on Form 10-K for the fiscal year ended March
31, 1988.
|     
|     
|     
|     
|10.9  |  | Asset purchase agreement  Wright Plastic Products, Inc. is hereby
incorporated by reference from Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                                                             
|     
|     
|     
|     
|10.10 |  | Amended and restated loan agreement between Comerica Bank and Maxco,
Inc. dated September 30, 1996 is hereby incorporated by reference from
Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                   
|     
|     
|     
|     
|10.11 |  | Asset purchase agreement for the purchase of Atmosphere Annealing, Inc.
is hereby incorporated by reference from Form 8-K dated January 17, 1997.                                                                                                                                                                                                                                                                                                
|     
|     
|     
|     
|10.12 |  | Asset purchase agreement   Axson North America, Inc. is hereby
incorporated by reference from Form 10-Q dated February 14, 1997.                                                                                                                                                                                                                                                                                                                
|     
|     
|     
|     
|10.13 |  | Loan agreement between Michigan Strategic Fund and Atmosphere Annealing,
Inc. is hereby incorporated by reference from Form 10-Q dated February 13,
1998.                                                                                                                                                                                                                                                                                        
|     
|     
|     
|     
|10.14 |  | Loan agreement between LAM Funding, L.L.C. and borrower including
Guaranty-Maxco, Inc. is hereby incorporated by reference from Form 10-Q
dated February 13, 1998.                                                                                                                                                                                                                                                                               
|     
|     
|     
|     
|10.15 |  | First Amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated August 1, 1997, is hereby incorporated by
reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                       
|     
|     
|     
|     
|10.16 |  | Second amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated June 24, 1998 is hereby incorporated by
reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                        
|     
|     
|     
|     
|10.17 |  | Third amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated September 24, 1998, is hereby incorporated by
reference from Form 10-Q dated November 12, 1998.                                                                                                                                                                                                                                               
|     
|     
|     
|     
|10.18 |  | Maxco, Inc. 1998 Employee Stock Option Plan is hereby incorporated by
reference from Form 10-Q dated November 12, 1998.                                                                                                                                                                                                                                                                                                                          
|     
|     
|     
|     
|10.19 |  | Fourth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated June 22, 1999, is hereby incorporated by
reference from Form 10-K dated June 23, 1999.                                                                                                                                                                                                                                                       

19



---



##### Table of Contents



EXHIBIT INDEX

|      |  |                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 |  | Fifth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated September 1, 1999 is hereby incorporated by
reference from Form 10-Q dated November 12, 1999.
|     
|     
|     
|     
|10.21 |  | Sixth amendment to amended and restated loan agreement between Comerica
Bank and Maxco, Inc. dated July 12, 2000 is hereby incorporated by
reference from Form 10-K dated July 14, 2000.        
|     
|     
|     
|     
|27*   |  | Financial Data Schedule                                                                                                                                                                         

*Filed herewith

20