<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q


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



For the quarterly period ended: May 2, 1999      Commission file number: 0-25066



                               OWOSSO CORPORATION
             (Exact name of registrant as specified in its charter)



         Pennsylvania                                     23-2756709
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


 The Triad Building, 2200 Renaissance Boulevard
         Suite 150, King of Prussia, PA                             19406
     (Address of principal executive offices)                     (Zip Code)


       Registrant's telephone number, including area code: (610) 275-4500




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


As of June 10, 1999, 5,830,087 shares of the Registrant's Common Stock, $.01 par
value, were outstanding.

================================================================================





<PAGE>


OWOSSO CORPORATION
TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            Page
PART I - FINANCIAL INFORMATION:


    Item 1.   Financial Statements

              Condensed Consolidated Statements of Operations                 3
              for the three and six months ended May 2, 1999 and
              April 26, 1998 (unaudited)

              Condensed Consolidated Balance Sheets at                        4
              May 2, 1999 (unaudited) and October 25, 1998

              Condensed Consolidated Statements of Cash Flows                 5
              for the six months ended May 2, 1999 and April 26,
              1998 (unaudited)

              Notes to Condensed Consolidated Financial Statements            6
              (unaudited)

    Item 2.   Management's Discussion and Analysis of                         11
              Financial Condition and Results of Operations

    Item 3.   Quantitative and Qualitative Disclosures about Market Risks     19


PART II - OTHER INFORMATION:

    Item 4.   Submission of Matters to a Vote of Security Holders             20

    Item 5.   Other Information                                               20

    Item 6.   Exhibits and Reports on Form 8-K                                20



                                       2

<PAGE>

OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           Three Months Ended                         Six Months Ended
                                                     ---------------------------------         -------------------------------
                                                       May 2,             April 26,               May 2,             April 26,
                                                        1999                1998                   1999                1998
<S>                                                  <C>                 <C>                  <C>                  <C>
Net sales                                            $ 45,742,000        $ 41,868,000          $ 84,577,000        $ 75,922,000

Cost of products sold                                  36,446,000          31,644,000            68,053,000          58,202,000
                                                     ------------        ------------          ------------        ------------
Gross profit                                            9,296,000          10,224,000            16,524,000          17,720,000

Expenses:
     Selling, general and administrative                4,729,000           5,499,000             9,416,000          10,505,000
     Corporate                                          1,821,000           1,624,000             3,382,000           3,024,000
                                                     ------------        ------------          ------------        ------------
Income from operations                                  2,746,000           3,101,000             3,726,000           4,191,000

Interest expense                                        1,219,000           1,272,000             2,515,000           2,396,000

Gain on sale of business                                        -           2,775,000                     -           2,775,000

Other income                                               60,000              26,000               133,000              71,000
                                                     ------------        ------------          ------------        ------------
Income before income taxes                              1,587,000           4,630,000             1,344,000           4,641,000

Income tax expense                                        288,000           2,693,000               177,000           2,698,000
                                                     ------------        ------------          ------------        ------------
Net income                                              1,299,000           1,937,000             1,167,000           1,943,000

Dividends and accretion on preferred stock               (273,000)           (267,000)             (544,000)           (532,000)
                                                     ------------        ------------          ------------        ------------
Net income available
     for common stockholders                         $  1,026,000        $  1,670,000          $    623,000        $  1,411,000
                                                     ============        ============          ============        ============
Earnings per common share:
          Basic                                      $       0.18        $       0.29          $       0.11        $       0.24
                                                     ============        ============          ============        ============
          Diluted                                    $       0.18        $       0.29          $       0.11        $       0.24
                                                     ============        ============          ============        ============
Weighted average number of
     common shares outstanding
          Basic                                         5,826,000           5,814,000             5,821,000           5,811,000
                                                     ============        ============          ============        ============
          Diluted                                       5,841,000           5,838,000             5,845,000           5,835,000
                                                     ============        ============          ============        ============
</TABLE>

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
                                                     May 2,          October 25,
                                                     1999               1998
ASSETS                                            (Unaudited)        (See Note)

CURRENT ASSETS:
   Cash and cash equivalents                 $    321,000         $    191,000
   Receivables, net                            20,318,000           17,919,000
   Inventories, net                            19,745,000           21,262,000
   Prepaid expenses and other                   1,854,000            1,283,000
   Deferred taxes                                 747,000              733,000
                                             ------------         ------------
       Total current assets                    42,985,000           41,388,000

PROPERTY, PLANT AND EQUIPMENT, NET             36,533,000           35,915,000

GOODWILL, NET                                  27,843,000           28,155,000

OTHER INTANGIBLE ASSETS, NET                    8,294,000            8,690,000

NET ASSETS HELD FOR SALE                               --            7,619,000

RESTRICTED CASH                                   574,000            1,906,000

OTHER ASSETS                                    4,543,000            1,533,000
                                             ------------         ------------
TOTAL ASSETS                                 $120,772,000         $125,206,000
                                             ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable - trade                  $ 10,171,000         $  9,762,000
   Accrued expenses                             7,181,000            7,197,000
   Current portion of related party debt        1,815,000            2,843,000
   Current portion of long-term debt            1,654,000            1,935,000
                                             ------------         ------------
        Total current liabilities              20,821,000           21,737,000

LONG-TERM DEBT, LESS CURRENT PORTION           59,617,000           63,746,000

POSTRETIRMENT BENEFITS                          2,802,000            2,713,000

DEFERRED TAXES                                  3,080,000            2,367,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                           34,452,000           34,643,000
                                             ------------         ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                      $120,772,000         $125,206,000
                                             ============         ============

Note: the balance sheet at October 25, 1998 has been condensed from the audited
financial statements at that date.

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>
OWOSSO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                    Six Months Ended
                                                                                              ---------------------------------
                                                                                                May 2,              April 26,
                                                                                                 1999                  1998
<S>                                                                                           <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income                                                                             $ 1,167,000           $ 1,943,000
       Adjustments to reconcile net income to cash
            provided by (used in) operating activities:
            Depreciation                                                                        2,671,000             2,155,000
            Amortization                                                                        1,137,000             1,154,000
            Gain on sale of business                                                                   --            (2,775,000)
            Other                                                                                   1,000               276,000
            Changes in operating assets and liabilities                                          (947,000)           (6,699,000)
                                                                                              -----------           -----------
       Net cash provided by (used in) operating activities                                      4,029,000            (3,946,000)
                                                                                              -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of business                                                           4,442,000             9,886,000
       Acquisition of business, net of cash acquired                                                   --            (7,784,000)
       Purchases of property, plant and equipment                                              (3,347,000)           (3,850,000)
       Contingent consideration on acquisition                                                   (426,000)                   --
       Other                                                                                    1,581,000                99,000
                                                                                              -----------           -----------
       Net cash provided by (used in) investing activities                                      2,250,000            (1,649,000)
                                                                                              -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings (payments) under revolving credit agreement                              (3,550,000)           10,200,000
       Payments on long-term debt                                                                (860,000)           (1,590,000)
       Payments on related party debt                                                          (1,028,000)             (907,000)
       Dividends paid                                                                            (711,000)           (1,421,000)
                                                                                              -----------           -----------
       Net cash (used in) provided by financing activities                                     (6,149,000)            6,282,000
                                                                                              -----------           -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                         130,000               687,000

CASH AND CASH EQUIVALENTS, BEGINNING                                                              191,000               840,000
                                                                                              -----------           -----------
CASH AND CASH EQUIVALENTS, ENDING                                                             $   321,000           $ 1,527,000
                                                                                              ===========           ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       Interest paid                                                                          $ 2,722,000           $ 2,223,000
                                                                                              ===========           ===========
       Taxes paid                                                                             $   346,000           $ 1,377,000
                                                                                              ===========           ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
       Dividends payable                                                                      $   712,000           $        --
                                                                                              ===========           ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                       5

<PAGE>


OWOSSO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company - The consolidated financial statements represent the
         consolidated financial position, results of operations and cash flows
         of Owosso Corporation and subsidiaries (the "Company"). The Company's
         operating subsidiaries include:

         o   The "Motor Companies":
             o  Motor Products - Owosso Corporation ("Motor Products")
             o  Motor Products - Ohio Corporation ("MP-Ohio")
             o  Stature Electric, Inc. ("Stature")
             o  Owosso Motor Group, Inc. ("Motor Group")
             o  M.H. Rhodes, Inc. ("Rhodes") - acquired June 30, 1998
         o   Snowmax, Inc. ("Snowmax")
         o   Astro Air Coils, Inc. ("Astro Air") - acquired April 26, 1998
         o   The Landover Company ("Dura-Bond")
         o   Sooner Trailer Manufacturing Co. ("Sooner")
         o   Parker Industries ("Parker") - sold March 5, 1999

         The Company is a diversified manufacturer of products in narrowly
         defined niche markets and currently operates in two business segments,
         Engineered Component Products (the Motor Companies, Snowmax, Dura-Bond,
         and Astro Air), and Specialized Equipment (Sooner and Parker, prior to
         its sale in March 1999). In 1998, the Specialized Equipment segment
         also included Great Bend Manufacturing Company, Inc. ("Great Bend")
         which was sold in April 1998 and DewEze Manufacturing, Inc. ("DewEze")
         which was sold in July 1998. In the Engineered Component Products
         segment, the Company's products, primarily motors, heat transfer "fin
         and tube" coils and replacement cam shaft bearings, are sold primarily
         to original equipment manufacturers or service providers who use them
         in their end products or services. The products sold in the Specialized
         Equipment segment, primarily all-aluminum horse trailers, are almost
         exclusively final products sold through dealers to their users. Nearly
         all of the Company's customers are located in North America.

         Financial Statements - The condensed consolidated balance sheet as of
         May 2, 1999 and the condensed consolidated statements of operations and
         cash flows for the three- and six-month periods ended May 2, 1999 and
         April 26, 1998 have been prepared by the Company, without audit. In the
         opinion of management, all adjustments (which include only normal
         recurring adjustments) considered necessary to present fairly the
         financial position, results of operations and cash flows as of May 2,
         1999 and for all periods presented have been made. Certain information
         and footnote disclosures normally included in financial statements
         prepared in accordance with generally accepted accounting principles
         have been condensed or omitted. These financial statements should be
         read in conjunction with the consolidated financial statements and
         notes thereto included in the Company's October 25, 1998 Annual Report
         on Form 10-K.

         Fiscal Year - The Company's fiscal year includes 52 or 53 weeks ending
         on the last Sunday in October. Fiscal year 1999 will consist of 53
         weeks. The first six months of 1999 ended May 2,


                                       6



<PAGE>


         1999 included 27 weeks, whereas the first six months of 1998 included
         26 weeks. Both the second quarter of 1999 and 1998 included 13 weeks.

         Earnings per share - Basic earnings per common share is computed by
         dividing net earnings (the numerator) by the weighted average number of
         common shares outstanding during each period (the denominator). The
         computation of diluted earnings per common share is similar to that of
         basic earnings per common share, except that the denominator is
         increased by the dilutive effect of stock options outstanding, computed
         using the treasury stock method.

         Comprehensive income - Effective for the first quarter of 1999, the
         Company adopted Statement of Financial Accounting Standards ("SFAS")
         No. 130, Reporting Comprehensive Income. SFAS No. 130 requires the
         presentation of comprehensive income and its components in a full set
         of general purpose financial statements. The Company's comprehensive
         income for the first six months of 1999 and 1998 consisted solely of
         net earnings.

         New Accounting Pronouncements - In June 1997, the Financial Accounting
         Standards Board ("FASB") issued SFAS No. 131, Disclosures about
         Segments of an Enterprise and Related Information. This statement,
         which establishes standards for reporting information about operating
         segments and requires the reporting of selected information about
         operating segments in interim financial statements, is effective for
         fiscal years beginning after December 15, 1997, although earlier
         application is permitted. Reclassification of segment information for
         earlier periods presented for comparative purposes is required under
         SFAS No. 131. As this statement only requires additional disclosures in
         the Company's consolidated financial statements, its adoption will not
         have any impact on the Company's consolidated financial position or
         results of operations. The Company expects to adopt SFAS No. 131
         effective October 31, 1999.

         In March 1998, the FASB issued SFAS No. 132, Employers' Disclosure
         About Pensions and Other Postretirement Benefits. This statement, which
         revises the required disclosures for employee benefit plans, is
         effective for fiscal years beginning after December 15, 1997, although
         earlier adoption is permitted. Restatement of disclosures for earlier
         periods, presented for comparative purposes, is required under SFAS No.
         132. As this statement only revises disclosures in the Company's
         consolidated financial statements, its adoption will not have any
         impact on the Company's consolidated financial position or results of
         operations. The Company expects to adopt SFAS No. 132 effective October
         31, 1999.

         In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
         Instruments and Hedging Activities. This statement, which establishes
         accounting and reporting standards for derivative instruments and
         hedging activities, is effective for fiscal years beginning after June
         15, 1999, although earlier adoption is permitted. The Company has not
         yet completed its analysis of the effects of adopting this statement on
         its consolidated financial position or results of operations. The FASB
         has recently issued a proposed statement, which if adopted, would amend
         SFAS No. 133 to defer its effective date to fiscal years beginning
         after June 15, 2000.

2.       ACQUISITIONS AND DISPOSITIONS OF BUSINESSES

         Acquisition of Astro Air - In connection with the acquisition of Astro
         Air in April 1998, the Company entered into a five-year consulting
         agreement with Dacus Properties, Inc. ("DPI"), the former owner of
         Astro Air, under which DPI receives 3.4% of net revenues generated by
         certain specified customers. For the six months ended May 2, 1999, the
         Company recorded $426,000 of contingent consideration under the
         agreement with DPI as goodwill based upon related 1999 revenues.




                                       7




<PAGE>


         Disposition of Parker - On March 5, 1999, the Company completed the
         sale of the business and substantially all of the assets of Parker to
         Top Air Manufacturing, Inc., of Cedar Falls, Iowa. In connection with
         the sale, the Company received cash of $3.7 million, a non-interest
         bearing note of $3.3 million, and the assumption of liabilities of
         $476,000. In addition, the local development authority in Iowa acquired
         certain Parker fixed assets for $750,000, and will lease those assets
         to Top Air. Based upon the proposed terms of the sale, the Company
         recorded, in the fourth quarter of fiscal 1998, a pre-tax charge of
         $1,635,000 to adjust the carrying value of Parker's assets to their
         estimated fair market value. No additional pre-tax gain or loss was
         recorded upon completion of the sale. However, the sale did result in a
         tax benefit of approximately $440,000, recorded in the second fiscal
         quarter of 1999.

         The non-interest bearing note has been discounted to $3.0 million and
         is payable in monthly installments as and to the extent the accounts
         receivable, acquired by Top Air pursuant to the sale agreement, are
         collected. The note is secured by such accounts receivable. The terms
         of the note provide further that, irrespective of the amounts collected
         on such accounts receivable, Top Air is required to pay no less than
         60% of the principal amount of the note by November 15, 1999, 85% of
         the principal of the note by November 15, 2000, with the final payment
         of all outstanding principal due on February 15, 2001.

         The carrying value of the net assets of Parker, which was a component
         of the Company's Specialized Equipment segment, are included in the
         consolidated balance sheet at October 25, 1998 as "Net assets held for
         sale." Sales attributable to Parker were $1,004,000 and $6,143,000 for
         the first six months of 1999 and 1998, respectively. Loss from
         operations, before the allocation of corporate expenses, from Parker
         was $607,000 for the first six months of 1999, as compared to income
         from operations of $442,000 for the first six months of 1998.


3.       INVENTORIES


                                                    May 2,         October 25,
                                                     1999             1998

         Raw materials and purchased parts       $ 9,466,000      $10,039,000
         Work in process                           4,654,000        4,161,000
         Finished goods                            5,625,000        7,062,000
                                                 -----------      -----------

         Total                                   $19,745,000      $21,262,000
                                                 ===========      ===========



4.       ACCRUED RESTRUCTURING CHARGE

         In connection with the merger, in June 1998, of the Company's former
         subsidiary, Cramer Company ("Cramer"), into Rhodes, and the
         consolidation of Cramer's manufacturing into Rhodes' manufacturing
         facility, the Company recorded a restructuring charge of $909,000, of
         which $850,000 has been paid through May 2, 1999. Approximately $59,000
         of restructuring costs is included in accrued expenses at May 2, 1999.
         The Company anticipates that the remaining restructuring costs will be
         paid by the end of the third fiscal quarter of 1999.



                                        8




<PAGE>


5.       LONG-TERM DEBT

         On January 22, 1999, the Company entered into a new $55,000,000
         revolving credit facility with the Company's two primary banks,
         expiring in December 2002. The new agreement is secured by the non-real
         estate assets of the Company. Interest is payable, at the Company's
         option, at either the bank's prime rate or a variable spread (2.5% at
         the inception of the agreement) over the London Interbank Offered Rate.
         The agreement includes financial and other covenants, including fixed
         charge, cash flow and net worth ratios and restrictions on certain
         asset sales, mergers and other significant transactions. The Company
         was in compliance with such covenants at May 2, 1999, and expects to be
         in compliance with such covenants for the foreseeable future.


6.       COMMITMENTS AND CONTINGENCIES

         The Company is subject to federal, state and local environmental
         regulation with respect to its operations. The Company believes that it
         is operating in substantial compliance with applicable environmental
         regulations. Manufacturing and other operations at the Company's
         various facilities may result, and may have resulted, in the discharge
         and release of hazardous substances and waste from time to time. The
         Company routinely responds to such incidents as deemed appropriate
         pursuant to applicable federal, state and local environmental
         regulations.

         The Company is a party to a consent decree with the State of
         Connecticut pursuant to which it has agreed to complete its
         environmental investigation of the site on which its Cramer facility
         was previously located and conduct any remedial measures which may be
         required. The Company is also in negotiations with the former operator
         of the site concerning the reimbursement by the former operator of any
         costs the Company has incurred or may incur in the future in connection
         with this matter. Based upon the amounts recorded as liabilities, the
         Company does not believe that the ultimate resolution of this matter
         will have a material adverse effect on the consolidated financial
         results of the Company.

         The Company has been named as a potentially responsible party with
         respect to two hazardous substance disposal sites currently under
         remediation by the U.S. Environmental Protection Agency (the "EPA")
         under its "Superfund" program. With respect to both sites, based on the
         minimal amount of waste alleged to have been contributed to the site by
         the Company, the Company expects to resolve the matters through the
         payment of de minimis amounts.

         Rhodes has been named as a potentially responsible party with respect
         to a hazardous disposal site currently under remediation by the EPA
         under its "Superfund" program. Based on the minimal amount of waste
         alleged to have been contributed to the site by Rhodes, the Company
         expects to resolve the matter through the payment of a de minimis
         amount. Rhodes is also involved in environmental remediation at its
         manufacturing site, which is not subject to any Superfund law
         proceeding. Based upon the amounts recorded as liabilities, the Company
         does not believe that the resolution of this matter will have a
         material adverse effect on the consolidated financial results of the
         Company.

         Sooner has arrangements with a number of financial institutions to
         provide floor plan financing for its dealers, which requires it to
         repurchase repossessed products from the financial institutions in the
         event of a default by the financed dealer. Its obligation is typically
         to repurchase the equipment at 90% of the purchase price for the first
         180 days, 80% for the next 90 days and 70% for the next 90 days, after
         which the obligation expires. In the event of a default by all of the







                                       9



<PAGE>



         financed dealers, the Company would be required to repurchase
         approximately $12,085,000 of product as of May 2, 1999. The Company
         does not believe that its obligation under these repurchase agreements
         will have a material adverse effect on the financial results of the
         Company. Sooner has not taken possession of any significant amount of
         equipment pursuant to the repurchase obligations in these contracts.

         In addition to the matters reported herein, the Company is involved in
         litigation dealing with numerous aspects of its business operations.
         The Company believes that settlement of such litigation will not have a
         material adverse effect on its consolidated financial position or
         results of operations.



                                       10



<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

The following discussion addresses the financial condition of the Company as of
May 2, 1999 and the results of operations for the three and six months ended May
2, 1999 and April 26, 1998. The first six months of the 1999 period included 27
weeks, whereas the first six months of the 1998 period included 26 weeks. Both
of the three-month periods included 13 weeks. This discussion should be read in
conjunction with the financial statements included elsewhere herein and the
Management's Discussion and Analysis and Financial Statement sections of the
Company's Annual Report on Form 10-K to which the reader is directed for
additional information.

Results of Operations

The following table sets forth for the periods indicated the percentage
relationship that certain items in the Company's Condensed Consolidated
Statements of Operations bear to net sales.
<TABLE>
<CAPTION>
                                                    Three Months Ended          Six Months Ended
                                                   ---------------------      ----------------------
                                                   May 2,      April 26,       May 2,      April 26,
                                                   1999          1998           1999          1998
<S>                                               <C>           <C>            <C>          <C>
Net sales                                         100.0%        100.0%         100.0%        100.0%
Cost of products sold                              79.7%         75.6%          80.5%         76.7%
                                                  -----         -----          -----         -----
Gross profit                                       20.3%         24.4%          19.5%         23.3%
Expenses:
     Selling, general and administrative           10.3%         13.1%          11.1%         13.8%
     Corporate                                      4.0%          3.9%           4.0%          4.0%
                                                  -----         -----          -----         -----
Income from operations                              6.0%          7.4%           4.4%          5.5%
Interest expense                                    2.7%          3.0%           3.0%          3.2%
Gain on sale of business                            0.0%          6.6%           0.0%          3.7%
Other income                                        0.2%          0.1%           0.2%          0.1%
                                                  -----         -----          -----         -----
Income before income taxes                          3.5%         11.1%           1.6%          6.1%
Income tax expense                                  0.7%          6.5%           0.2%          3.5%
                                                  -----         -----          -----         -----
Net income                                          2.8%          4.6%           1.4%          2.6%
Dividends and accretion on preferred stock          0.6%          0.6%           0.6%          0.7%
                                                  -----         -----          -----         -----
Net income available for common stockholders        2.2%          4.0%           0.8%          1.9%
                                                  -----         -----          -----         -----
</TABLE>

On March 5, 1999, the Company completed the sale of the business and
substantially all of the assets of Parker to Top Air Manufacturing, Inc., of
Cedar Falls, Iowa. In connection with the sale, the Company received cash of
$3.7 million, a non-interest bearing note of $3.3 million, and the assumption of
liabilities of $476,000. In addition, the local development authority in Iowa
acquired certain Parker fixed assets for $750,000, and will lease those assets
to Top Air. Based upon the proposed terms of the sale, the Company recorded, in
the fourth quarter of fiscal 1998, a pre-tax charge of $1,635,000 to adjust the
carrying value of Parker's assets to their estimated fair market value. No
additional pre-tax gain or loss was recorded upon completion of the sale.
However, the sale did result in a tax benefit of approximately $440,000,
recorded in the second fiscal quarter of 1999.

In March 1999, the Company began production of heat transfer coils at a new
15,000 square foot facility located in Birmingham, England. The facility is
intended to be a joint venture with the Company's largest customer, Bergstrom,
Inc. The proposed joint venture, an agreement for which is currently under
negotiation, is anticipated to be owned 90% by the Company and will supply heat
transfer coils primarily to Bergstrom's facility in Birmingham. The facility has
generated a loss at the business unit income level (defined as income from
operations before the allocation of corporate expenses) of $100,000 since its
inception. The Company expects to incur losses from this facility through at
least the remainder of the year.

Three months ended May 2, 1999 compared to three months ended April 26, 1998

Net sales. For the second quarter of 1999, net sales increased 9.3%, to $45.7
million, as compared to net sales of $41.9 million in the second quarter of
1998. These results include the effects of disposing of Great Bend, sold in
April 1998, DewEze, sold in July 1998, and Parker, sold in March 1999, and the
acquisition, on April 26, 1998, of Astro Air. Sales attributable to Great Bend
and DewEze were $3.6


                                       11


<PAGE>


million and $1.7 million, respectively, in 1998. Sales attributable to Parker
were $402,000 in 1999 as compared to $4.0 million in 1998. Sales attributable to
Astro Air included in 1999 results were $7.6 million. Exclusive of the effects
of the dispositions of Great Bend, DewEze and Parker (collectively, "the
Agricultural Equipment Companies") and the acquisition of Astro Air, net sales
increased 15.9% over the prior year quarter.

In the Company's Engineered Component Products segment, net sales increased
$11.1 million, to $34.3 million in 1999 from $23.2 million in 1998. This
increase reflects $7.6 million in sales from Astro Air. These results also
reflect a $3.2 million, or 19.8%, increase in sales at the Motor Companies as a
result of increased sales to existing customers and the addition of new
customers.

Net sales in the Specialized Equipment segment were $11.4 million in 1999, as
compared to $18.7 million in 1998, reflecting the sale of the Agricultural
Equipment Companies. Sales at Sooner Trailer, the only remaining business unit
in this segment, increased 18.0%, or $1.7 million, to $11.0 million.

Gross profit. For the second quarter of 1999, gross profit was $9.3 million, or
20.3% of net sales, as compared to $10.2 million, or 24.4% of net sales in the
prior year quarter. The decrease in gross profit reflects principally the
disposition of the Agricultural Equipment Companies.

Gross profit in the Engineered Component Products segment increased 19.5%, to
$7.4 million, or 21.5% of net sales, as compared to $6.2 million, or 26.5% of
net sales in the prior year quarter. The increase in gross profit was
principally a result of the inclusion of Astro Air and increased sales at the
Motor Companies. The decrease in gross margin percentage was primarily a result
of the inclusion of Astro Air, which has lower gross profit margins than other
companies in this segment, and a decreased margin percentage at the Motor
Companies as a result of changes in product mix.

In the Specialized Equipment segment, gross profit was $1.9 million, or 16.9% of
net sales, as compared to $4.1 million, or 21.8% of net sales, in the prior year
quarter. This decrease reflects the sale of the Agricultural Equipment
Companies. Gross profit at Sooner Trailer increased to $1.9 million, or 17.6% of
net sales, in 1999, from $1.7 million, or 18.3% of net sales, in 1998, as a
result of increased sales.

Selling, general and administrative expenses. As a percentage of net sales,
selling, general and administrative expenses decreased to 10.3%, or $4.7
million, in the second quarter of 1999, as compared to 13.1%, or $5.5 million,
in the prior year quarter.

Selling, general and administrative expenses in the Engineered Component
Products segment were $3.2 million in 1999, as compared to $2.7 million in 1998.
This increase reflects the inclusion of Astro Air and increased costs at the
Motor Companies, primarily as a result of the inclusion of Rhodes, acquired in
July 1998. As a percentage of net sales, selling, general and administrative
expenses decreased to 9.2%, from 11.6%, in 1998. This decrease was primarily a
result of the inclusion of Astro Air, which has lower selling, general and
administrative expenses as a percentage of net sales than other companies in
this segment.

Selling, general and administrative expenses in the Specialized Equipment
segment decreased $1.2 million, to $1.6 million in 1999 as a result of the
dispositions of the Agricultural Equipment Companies. Selling, general and
administrative expenses for 1999 included $201,000 in severance and other costs
incurred in connection with the sale of Parker. As a percentage of net sales,
selling general and administrative expenses in this segment decreased to 13.7%
in 1999, as compared to 15.1% in the prior year quarter, primarily as a result
of the dispositions of the Agricultural Equipment Companies, which had higher
selling, general and administrative expenses as a percentage of sales than
Sooner Trailer.








                                       12
<PAGE>

Corporate expenses. Corporate expenses were $1.8 million, or 4.0% of net sales,
in the second quarter of 1999, as compared to $1.6 million, or 3.9% of net
sales, in 1998. This increase reflects $200,000 recorded in connection with the
Company's environmental investigation of the site on which its Cramer facility
was previously located and the conduct thereon of any remedial measures that may
be required.

Income from operations. For the second quarter of 1999, income from operations
was $2.7 million, or 6.0% of net sales, as compared to $3.1 million, or 7.4% of
net sales, in 1998.

Among other measures, the Company evaluates the operating performance of its
business segments and its individual subsidiaries based on business unit income,
which is defined as income from operations before allocation of corporate
expenses. The Company believes this measurement most closely reflects the
subsidiaries' individual contributions. On this basis, business unit income for
the Engineered Component Products segment increased to $4.2 million in the
second quarter of 1999, as compared to $3.5 million in the prior year quarter.
This increase was primarily a result of the inclusion of Astro Air and increased
business unit income at the Motor Companies, primarily as a result of increased
sales. As a percentage of net sales, business unit income for this segment was
12.2%, as compared to 15.0% in the prior year quarter. This decrease was
primarily a result of the inclusion of Astro Air, which has lower operating
margins than other businesses in this segment, and the inclusion of M.H. Rhodes,
which had low gross margins, and lower margins at the other Motor Companies as a
result of changes in product mix.

Business unit income for the Specialized Equipment segment was $371,000 in 1999,
as compared to $1.3 million in the prior year second quarter. This decrease
reflects the dispositions of the Agricultural Equipment Companies. Business unit
income at Sooner increased to $710,000, or 6.4% of net sales, in 1999 from
$543,000, or 5.8% of net sales, in 1998, primarily as a result of increased
sales.

Interest expense. For the second quarter of 1999, interest expense was $1.2
million, as compared to $1.3 million in 1998. This decrease was primarily the
result of decreased average interest rates, partially offset by increased
borrowings under the Company's revolving credit agreement.

Income tax expense. The Company's effective income tax rate was 18.1% for the
current year quarter, as compared to an effective rate of 58.2%, in the prior
year quarter. The effective tax rate for the current year quarter was favorably
impacted by a deferred tax benefit realized upon the sale of Parker. The prior
year effective tax rate was adversely affected by non-deductible goodwill
associated with Great Bend. The Company expects its effective tax rate to
increase for the remainder of the year.

Net income available for common stockholders. Net income available for common
stockholders was $1.0 million, or $.18 per share, in the second quarter of 1999,
as compared to $1.7 million, or $.29 per share, in the prior year quarter.
Income available for common stockholders is calculated by subtracting dividends
on preferred stock of $187,000 for both 1999 and 1998 and by deducting the
non-cash accretion in book value of preferred stock of $86,000 and $80,000 for
1999 and 1998, respectively. The current quarter results include severance and
other costs and an income tax benefit related to the disposition of Parker,
providing an aggregate increase to net income available for common stockholders
of $333,000, or $0.06 per share. The prior year quarter results include the gain
on the sale of Great Bend of $2.8 million ($924,000 net of taxes, or $0.16 per
share).




                                       13
<PAGE>



Six months ended May 2, 1999 compared to six months ended April 26, 1998

Net sales. For the six months ended May 2, 1999, net sales increased 11.4%, to
$84.6 million, as compared to net sales of $75.9 million in the first six months
of 1998. These results include the effects of disposing of Great Bend, DewEze
and Parker, and the acquisition of Astro Air. Sales attributable to Great Bend
and DewEze were $7.3 million and $4.3 million, respectively, in 1998. Sales
attributable to Parker were $1.0 million in 1999, as compared to $6.1 million in
1998. Sales attributable to Astro Air included in 1999 results were $14.4
million. Exclusive of the effects of the acquisition of Astro Air and the
dispositions of the Agricultural Equipment Companies, net sales increased 18.8%
over the prior year quarter.

In the Company's Engineered Component Products segment, net sales increased
$23.3 million, to $65.1 million in 1999 from $41.9 million in 1998. This
increase reflects $14.4 million in sales from Astro Air. These results also
reflect a $7.3 million, or 24.7%, increase in sales at the Motor Companies as a
result of increased sales to existing customers and the addition of new
customers, and a $1.5 million, or 18.4% increase in sales in heat transfer coils
at Snowmax, primarily attributable to increased volume with a significant
customer in the first quarter.

Net sales in the Specialized Equipment segment were $19.4 million in 1999, as
compared to $34.1 million in 1998. This decrease reflects the sale of the
Agricultural Equipment Companies. Sales at Sooner Trailer, the only remaining
business unit in this segment, increased 12.9%, or $2.1 million, to $18.4
million.

Gross profit. For the first six months of 1999, gross profit was $16.5 million,
or 19.5% of net sales, as compared to $17.7 million, or 23.3% of net sales in
the prior year period. The decrease in gross profit reflects principally the
disposition of the Agricultural Equipment Companies.

Gross profit in the Engineered Component Products segment increased 24.6%, to
$13.2 million, or 20.2% of net sales, as compared to $10.6 million, or 25.3% of
net sales in 1998. The increase in gross profit was principally a result of the
inclusion of Astro Air and increased sales at the Motor Companies. The decrease
in gross margin percentage was primarily a result of the inclusion of Astro Air,
which has lower gross profit margins than other companies in this segment, and a
decreased margin percentage at the Motor Companies as a result of changes in
product mix.

In the Specialized Equipment segment, gross profit was $3.3 million, or 17.1% of
net sales, as compared to $7.1 million, or 21.0% of net sales, in the prior year
period. This decrease reflects the sale of the Agricultural Equipment Companies.
Gross profit at Sooner Trailer increased to $3.3 million, or 17.9% of net sales
in 1999, from $2.4 million, or 15.0% of net sales in 1998, primarily as a result
of the discontinuation of certain low-margin livestock trailers and the
institution of price increases on certain other models in the second quarter of
1998.

Selling, general and administrative expenses. As a percentage of net sales,
selling, general and administrative expenses decreased to 11.1%, or $9.4 million
in 1999, as compared to 13.8%, or $10.5 million in the prior year period.

Selling, general and administrative expenses in the Engineered Component
Products segment were $6.3 million in 1999, as compared to $5.1 million in 1998.
This increase reflects the inclusion of Astro Air and increased costs at the
Motor Companies, primarily as a result of the inclusion of Rhodes, acquired in
July 1998. As a percentage of net sales, selling, general and administrative
expenses decreased to 9.7%, from 12.1%, in 1998. This decrease was primarily a
result of the inclusion of Astro Air, which has lower selling, general and
administrative expenses as a percentage of net sales than other companies in
this segment.




                                       14
<PAGE>


Selling, general and administrative expenses in the Specialized Equipment
segment were $3.1 million, or 15.9% of net sales, in 1999, as compared to $5.4
million, or 15.9% of net sales in the prior year period. This decrease reflects
the dispositions of the Agricultural Equipment Companies.

Corporate expenses. In the first six months of 1999, corporate expenses were
$3.5 million, or 4.0% of net sales, as compared to $3.0 million, or 4.0% of net
sales in 1998. This increase includes $200,000 recorded in connection with the
Company's environmental investigation of the site on which its Cramer facility
was previously located and the conduct thereon of any remedial measures that may
be required.

Income from operations. For the first six months of 1999, income from operations
was $3.7 million, or 4.4% of net sales, as compared to $4.2 million, or 5.5% of
net sales, in 1998.

Business unit income, defined as income from operations before allocation of
corporate expenses, for the Engineered Component Products segment increased to
$6.9 million in 1999, as compared to $5.5 million in the prior year period. This
increase was primarily a result of Astro Air, which contributed $1.1 million of
business unit income in 1999. Business unit income of the Motor Companies
increased $283,000 but was adversely effected by the inclusion of Rhodes, which
has had low gross margins since its acquisition, and high selling, general and
administrative expenses, in comparison to other companies in this segment. As a
percentage of net sales, business unit income for this segment was 10.5%, as
compared to 13.1% in the prior year period. The decrease in business unit income
as a percentage of net sales was primarily a result of the inclusion of Rhodes,
for the reasons described above, and the inclusion of Astro Air, which has lower
gross margins than other companies in this segment. The results of operations of
Rhodes continue to be adversely affected by inefficiencies as a result of the
continuing process of integrating its systems and operations with the Company's
former Cramer subsidiary.

The Specialized Equipment segment had business unit income of $244,000 in 1999,
as compared to $1.7 million in 1998. This decrease reflects the dispositions of
Great Bend and DewEze and poor operating results at Parker, as a result of the
weak agricultural market and the effects of its sale. Business unit income at
Sooner increased to $851,000, or 4.6% of net sales, in 1999, from $177,000, or
1.1% of net sales, in 1998, as a result of increased sales and improved gross
margins.

Interest expense. For the first six months of 1999, interest expense was $2.5
million, as compared to $2.4 million in 1998. This increase was primarily the
result of increased borrowings under the Company's revolving credit agreement
partially offset by decreased average interest rates.

Income tax expense. The Company's effective income tax rate was 13.2% for 1999,
as compared to an effective rate of 58.1% in the prior year period. The
effective tax rate for the current period was favorably impacted by a deferred
tax benefit realized upon the sale of Parker. The prior year effective tax rate
was adversely affected by non-deductible goodwill associated with Great Bend.
The Company expects its effective tax rate to increase for the remainder of the
year.

Net income available for common stockholders. Net income available for common
stockholders was $623,000, or $.11 per share, in the first six months of 1999,
as compared to $1.4 million, or $.24 per share, in the prior year period. Income
available for common stockholders is calculated by subtracting dividends on
preferred stock of $375,000 for both 1999 and 1998 and by deducting the non-cash
accretion in book value of preferred stock of $169,000 and $157,000 for 1999 and
1998, respectively. The current period results include severance and other costs
and an income tax benefit related to the disposition of Parker, providing an
aggregate increase to net income available for common stockholders of $333,000,
or $0.06 per share. The prior year period results include the gain on the sale
of Great Bend of $2.8 million ($924,000 net of taxes, or $0.16 per share).





                                       15
<PAGE>


Liquidity and Capital Resources

Cash and cash equivalents were $321,000 at May 2, 1999, exclusive of $574,000 of
cash that was restricted under an industrial revenue financing. Working capital
increased to $22.2 million at May 2, 1999 from $19.7 million at October 25,
1998. This increase was primarily a result of a reduction in the current portion
of long-term debt partially offset by reduced levels of inventories. Net cash
provided by operating activities was $4.0 million, as compared to net cash used
in operating activities of $3.9 million in the prior year period. The increase
in cash from operations was principally the result of increased cash collections
on accounts receivable in comparison to the prior year and decreased levels of
inventories.

Investing activities included proceeds from the sale of Parker on March 5, 1999
of $4.4 million. Investing activities also included $3.3 million for capital
expenditures for equipment, invested primarily in the Engineered Component
Products segment and $426,000 of contingent consideration paid to the former
owner of Astro Air and recorded as goodwill. The Company currently plans to
invest approximately $3.0 million during the remainder of fiscal 1999, primarily
for added capacity and production efficiencies in the Engineered Component
Products segment. Management anticipates funding capital expenditures with cash
from operations and proceeds from the Company's revolving credit facility.

Net cash used in financing activities included net repayments of $3.6 million
under the Company's $55.0 million revolving credit agreement, debt repayments of
$1.9 million, including the repayment of $1.0 million of related party debt, and
the payment of dividends of $711,000.

On January 22, 1999, the Company entered into a new $55.0 million revolving
credit agreement with the Company's two primary banks, expiring in December
2002. At May 2, 1999, $44.7 million was outstanding and $10.3 million was
available for additional borrowing under the agreement. Interest is payable, at
the Company's option, at either the agent bank's prime rate or at a spread over
the London Interbank Offered Rate that varies with the Company's ratio of total
debt to EBITDA. The LIBOR spread was 2.5% at May 2, 1999. The agreement contains
customary financial and other covenants, including fixed charges, cash flow and
net worth ratios, restrictions on certain asset sales, mergers and other
significant transactions. The Company was in compliance with such covenants at
May 2, 1999, and anticipates that it will remain in compliance with these
covenants for the foreseeable future.

The Company has interest rate swap agreements with its two banks with notional
amounts totaling $15.0 million. The agreements require the Company to make
quarterly fixed payments on the notional amount at rates of 7.0675% and 7.09%
through July 2002 in exchange for receiving payments at the three-month London
Interbank Offered Rate. In March 1999, the Company entered into an interest rate
swap agreement with one of its banks with an initial notional amount of $5.75
million. The agreement requires the Company to make quarterly fixed payments on
the notional amount at 4.22% through October 2003 in exchange for receiving
payments at the BMA Municipal Swap Index. The Company entered into these
agreements to change the fixed/variable interest rate mix of its debt portfolio,
in order to reduce the Company's aggregate risk from movements in interest
rates.

In June 1999, the Company changed its quarterly dividend rate to $0.06 per
share, from the $0.09 per share amount previously paid. The Company expects to
pay its quarterly dividend at the new rate for the foreseeable future.

Also in June 1999, the Company announced that its board of directors had
authorized the purchase of up to $1.0 million of the Company's stock in open
market purchases or through private transactions. Such authorization is
effective through June 2000, subject to review by the board of directors at its
regular meetings. Management anticipates funding such stock purchases with cash
from operations and proceeds from the Company's revolving credit facility.

                                       16
<PAGE>



The Company believes anticipated funds to be generated from future operations
and available credit facilities will be sufficient to meet anticipated operating
and capital needs.

"Year 2000" Costs

The Company's primary centralized manufacturing and accounting information
system is currently Year 2000 compliant (meaning that it can properly process
dates in the year 2000 and beyond). The Company is currently evaluating any
possible exposures related to other date-sensitive equipment and anticipates
being fully Year 2000 compliant by the end of July 1999. The cost to the Company
of bringing such equipment into Year 2000 compliance is expected to be
approximately $200,000. Historical costs related to Year 2000 issues have not
been material. In addition, the Company has initiated formal communications with
its significant suppliers and large customers to determine the extent to which
the Company is vulnerable to those third parties' failure to remediate their own
Year 2000 compliance issues. There can be no assurance that the systems of other
companies on which the Company's systems rely will be timely converted, or that
a failure to convert by another company, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company. Management believes that the Company has taken measures to minimize the
exposure to a Year 2000 disruption. The Company has not yet completed its
contingency plan but anticipates finalizing, by July 1999, a plan that would
focus on various types of possible business interruptions that could occur.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
         Securities Litigation Reform Act of 1995

The following information is provided pursuant to the "Safe Harbor" provisions
of the Private Securities Litigation Reform Act of 1995. Certain statements in
Management's Discussion and Analysis of this Form 10-Q, including those which
express "belief", "anticipation" or "expectation" as well as other statements
which are not historical fact, are "forward-looking statements" made pursuant to
these provisions. Such statements are subject to certain risks and uncertainties
which could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. The Company undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

The Company cautions readers that the following important factors, among others,
have in the past affected and could in the future affect the Company's actual
results of operations and cause the Company's actual results to differ
materially from the results expressed in any forward-looking statements made by
or on behalf of the Company:

      o  Anticipated cost savings in connection with the merger of Cramer and
         Rhodes have not yet fully materialized as a result of the continuing
         process of integrating their systems and operations. Improvement in the
         operating results of Rhodes is not expected until such integration is
         completed.

      o  The Company's results have been and can be expected to continue to be
         affected by the general economic conditions in the United States and
         specific economic factors influencing the manufacturing sector of the
         economy. Lower demand for the Company's products can lower revenues as
         well as cause underutilization of the Company's plants, leading to
         reduced gross margins.

      o  Commodity prices can have a material influence on the Company's
         results. Metal prices, particularly aluminum, copper and steel, can
         affect the Company's costs as well as demand for the Company's products
         and the value of inventory held at the end of a reporting period. Lack
         of availability of certain commodities could also disrupt the Company's
         production.



                                       17
<PAGE>




      o  Changes in demand that change product mix may reduce operating margins
         by shifting demand toward less profitable products.

      o  Loss of a substantial customer may affect results of operations.

      o  The Company's results can be affected by engineering difficulties in
         designing new products or applications for existing products to meet
         the requirements of its customers.

      o  Obsolescence or quality problems leading to returned goods in need of
         repair can affect the value of the Company's inventories and its
         profitability.

      o  The Company has a substantial amount of floating rate debt. Increases
         in short-term interest rates could be expected to increase the
         Company's interest expense.

      o  The Company's facility in the United Kingdom subjects the Company to
         various risks which may include currency risk, risk associated with
         compliance with foreign regulations, and political and economic risks.

      o  Acquisitions are an important part of the Company's growth strategy.
         Acquisitions may have a dilutive effect on the Company's earnings and
         could effect the Company's available credit and interest costs.
         Conversely, the Company may from time to time divest of product lines
         or business units. Any such divestiture may involve costs of
         disposition or loss on the disposition that could reduce the Company's
         results. In addition, acquisitions or dispositions could effect the
         Company's relative mix of operating results from engineered component
         products and specialized equipment, thereby effecting the seasonality
         and cyclicality of such operating results.

      o  Although the Company believes that it has taken measures to minimize
         the exposure of a Year 2000 disruption, there can be no assurance that,
         if a disruption occurs, it would not have a material adverse effect on
         the Company's operating results.




                                       18
<PAGE>


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company uses a revolving credit facility, industrial revenue bonds and term
loans to finance a significant portion of its operations. These on-balance sheet
financial instruments, to the extent they provide for variable rates of
interest, expose the Company to interest rate risk resulting from changes in
London Interbank Offered Rate or the prime rate. The Company uses off-balance
sheet interest rate swap agreements to partially hedge interest rate exposure
associated with on-balance sheet financial instruments. All of the Company's
derivative financial instrument transactions are entered into for non-trading
purposes.

The quantitative and qualitative disclosures about market risk as of May 2, 1999
did not differ materially from the information disclosed in the Company's Form
10-K for the fiscal year ended October 25, 1998. The information set forth in
the Form 10-K under Part I, Item 7A - Quantitative and Qualitative Disclosures
About Market Risk is incorporated herein by reference in response to this
Item 3.



                                       19
<PAGE>



Part II.  OTHER INFORMATION

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

At the Company's Annual Meeting of Shareholders held on March 24, 1999, the
shareholders elected six directors, the holders of the Class A Convertible
Preferred Stock elected one director and the shareholders ratified the
appointment of independent auditors for the year ending October 31, 1999. In the
election of directors, 6,371,760 shares were voted in favor of the election of
George B. Lemmon, Jr., and 14,545 were withheld, 6,372,622 shares were voted in
favor of the election of John R. Reese and 13,683 were withheld, 6,372,222
shares were voted in favor of the election of Eugene P. Lynch and 14,083 were
withheld, 6,371,972 shares were voted in favor of the election of Ellen D.
Harvey and 14,333 were withheld, 6,372,622 shares were voted in favor of the
election of Harry E. Hill and 13,683 were withheld, 6,372,222 shares were voted
in favor of the election of James A. Ounsworth and 14,083 were withheld. There
was 1,071,428 shares of the Class A Convertible Preferred Stock voted in favor
of Lowell P. Huntsinger. In the vote for ratification of the appointment of
Deloitte & Touche LLP as independent auditors for the year ending October 31,
1999, 6,382,845 shares were voted in favor, 2,860 shares were voted against, and
600 shares abstained.

Item 5.   Other Information

On June 3, 1999, the Company announced that John M. Morrash will be assuming the
role of executive vice president finance and chief financial officer, effective
June 21, 1999. He replaces John H. Wert, Jr., who is resigning from the Company
to pursue other opportunities. Mr. Morrash was previously vice president -
finance at SPS Technologies, Inc. (NYSE: ST) in Jenkintown, PA.

Item 6.   Exhibits and Reports on Form 8-K

(a)    Exhibits

Exhibit No.       Description
----------        -----------

 10.1             Asset Purchase Agreement by and among Top Air Manufacturing,
                  Inc. and Parker Acquisition Sub, Inc.; as buyers, and Owosso
                  Corporation and DWZM, Inc., as sellers, dated March 2, 1995.

 11               Computation of Per Share Earnings

 27               Financial Data Schedule

*99.1             Part I, Item 7A - Quantitative and Qualitative Disclosures
                  About Market Risk of the Company's Annual Report on Form 10-K
                  for the year ended October 25, 1998.

(b)    Form 8-K

        No reports on Form 8-K were filed during the quarter ended May 2, 1999.

----------------------------
*  Incorporated by reference.





                                       20
<PAGE>



                                   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 hereunto duly authorized.



                                        OWOSSO CORPORATION



         Date: June 11, 1999            By: /s/ George B. Lemmon, Jr.
                                            -------------------------
                                               George B. Lemmon, Jr.
                                               President, Chief Executive
                                               Officer, and Director



                                        By: /s/ John H. Wert, Jr.
                                            --------------------------
                                               John H. Wert, Jr.
                                               Senior Vice President - Finance,
                                               Chief Financial Officer, and
                                               Treasurer and Secretary