UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-K
                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the fiscal year ended                          Commission file number: 1-448
December 31, 2000

                                  MESTEK, INC.

          (Exact name of registrant as specified in its charter)

Pennsylvania                                                      25-0661650
                                                                  ----------
(State or other jurisdiction of                               (I. R. S Employer
incorporation or organization)                               Identification No.)

                              260 North Elm Street
                         Westfield, Massachusetts 01085
                   (Address of principal executive offices)

Registrant's telephone number, including area code: 413-568-9571

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
Title of each class                                    on which registered
-------------------                                    -------------------
Common Stock, no par value                          New York Stock Exchange


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,  and (2) has been subject to such filing  requirements
for the past 90 days.
YES       X                                                      NO__
   --------------------------------------------------------------

The aggregate market value of voting common shares held by non-affiliates of the
registrant  as of  March  30,  2001,  based  upon  the  closing  price  for  the
registrant's common stock as reported in The Wall Street Journal as of such date
was $50,408,493

The number of shares of the registrant's  common stock issued and outstanding as
of March 20, 2001 was 8,722,703.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy  statement  relating to the annual meeting of shareholders
of the registrant to be held on June 7, 2001 are  incorporated by reference into
Part III hereof and the exhibits to filings referenced on Pages 44 through 47 of
Part IV hereof are incorporated by reference into Part IV hereof.


<PAGE>


                                     PART I



Item 1 - BUSINESS


GENERAL

         Mestek, Inc. ("Mestek" or the "Company") was incorporated in the
Commonwealth of Pennsylvania in 1898 as Mesta Machine Company.  It changed its
name to Mestek, Inc. in October, 1984, and merged with Reed National Corp. on
July 31, 1986.

         On January 31, 1997, the Company acquired ninety-one and one hundredths
percent (91.01%) of the issued and outstanding common stock of Hill Engineering,
Inc. (Hill) of Villa Park,  Illinois and Danville,  Kentucky.  Hill is a leading
producer  of  precision  tools  and  dies  for  the  gasket   manufacturing  and
roll-forming  industries and other specialty equipment.  The purchase price paid
for the  acquired  stock was  $5,141,000.  The  Company has  accounted  for this
acquisition under the purchase method of accounting.

         On November 3, 1997 the Company  acquired one hundred percent (100%) of
the  issued  and  outstanding  common  stock of  CoilMate,  Inc.  (CoilMate)  of
Southington,  Connecticut. CoilMate is the leading producer of pallet de-coiling
equipment for the metal stamping and roll forming industries. The purchase price
paid was $3,521,000.  The Company has accounted for this  acquisition  under the
purchase method of accounting.

         On April 29, 1998, the Company, through a Canadian subsidiary, acquired
100 percent of the outstanding  common stock of Ruscio Brothers  Refractory Ltd.
(RBR) and 988721 Ontario, Inc. (988721), both of Mississauga,  Ontario,  Canada.
RBR  and  988721   manufacture   and  distribute   commercial  and   residential
copper-finned   boilers  and  water  heaters  under  the  name  Ruscio  Brothers
Industries,  (RBI), primarily in Canada. Copper-finned boilers and water heaters
are  complementary to the Company's other hydronic  products and the Company now
distributes RBI's products in the United States. The purchase price paid for the
acquired  stock was  approximately  $2,877,000  (U.S.) and included  goodwill of
approximately $1,807,000 (U.S.)

         On November 2, 1998,  the Company  exchanged  its  forty-six  and eight
tenths percent (46.8%)  interest in Eafco,  Inc. for ninety-three and six tenths
percent  (93.6%) of the  common  stock of  Boyertown  Foundry  Company  (BFC) of
Boyertown,  PA. BFC  received  one  hundred  percent  (100%) of the  foundry and
machining  operations  of Eafco on that same date  pursuant to "a  split-up"  of
Eafco  structured  as a tax-free  reorganization.  The Company has accounted for
this  transaction  under the purchase  method of  accounting.  Accordingly,  the
carrying  value of the  Company's  equity  investment  in Eafco,  $8,778,000  at
November 2, 1998, was treated as the purchase price for accounting purposes. The
assets  acquired  by BFC  included  substantially  all of the  real  estate  and
equipment  owned by Eafco in Boyertown  and used in the foundry,  machining  and
boiler assembly  operations and certain other assets and  liabilities.  BFC will
operate  principally  as a cast-iron  foundry,  supplying cast iron sections and
related  machining  services to both the Company's  Westcast  subsidiary  and to
various third parties,  including  Peerless Heater  Company,  Inc. In connection
with this transaction the Company loaned Eafco, Inc. $1,500,000 and also assumed
and paid $650,000 of Eafco's then outstanding bank indebtedness.  The $1,500,000
loan bears  interest at  BankBoston's  prime rate less one,  is payable  over 42
months beginning on May 1, 2000, and is secured by substantially  all of Eafco's
assets.  BFC has also leased a portion of its  facilities in Boyertown to Eafco,
Inc.  which will  continue to assemble and  warehouse  boilers in Boyertown  for
Peerless Heater Company, Inc.

         On March  26,  1999,  the  Company  acquired  substantially  all of the
operating  assets of the  Anemostat  Products  and  Anemostat-West  divisions of
Dynamics  Corporation  of America,  (collectively,  Anemostat),  a  wholly-owned
subsidiary  of  CTS   Corporation.   Anemostat   manufactures   commercial   air
distribution products (grilles,  registers,  diffusers and VAV boxes);  security
air distribution  products;  and door and vision frame products for the HVAC and
commercial building industries at locations in Scranton, Pennsylvania (Anemostat
Products) and Carson,  California  (Anemostat-West).  The Anemostat products are
complementary  to the  Company's  existing  louver  and damper  businesses.  The
purchase  price  paid for the assets  acquired  was  approximately  $25,360,000,
including assumed liabilities of approximately $3,577,000. The Company accounted
for this acquisition  under the purchase method of accounting and,  accordingly,
recorded goodwill of approximately $6,800,000.

         On April 26, 1999, an order was entered in the Bankruptcy Court for the
Southern District of Ohio, whereby the Company's offer to acquire certain of the
operating  assets of ACDC, Inc.  (ACDC) of New Milford,  Ohio, a manufacturer of
industrial dampers for the power generation  market,  was approved.  The Company
closed this transaction on May 7, 1999 for $2,554,000.

         On January 28,  2000,  the Company  acquired  substantially  all of the
operating assets of Wolfram, Inc. d/b/a Cesco Products ("Cesco"), a manufacturer
of air  distribution  products  for  approximately  $6,425,000,  as  more  fully
explained in Note 2 to the accompanying Consolidated Financial Statements.

         On February  10, 2000,  the Company  acquired  certain  assets of B & K
Rotary  Machinery  International  Corporation ("B & K"), a manufacturer of metal
processing lines, for approximately  $3,018,000, as more fully explained in Note
2 to the accompanying Consolidated Financial Statements.

         On March 7, 2000, the Company completed the spin-off and subsequent
merger of its wholly owned subsidiary, MCS, Inc. with and into Simione Central
Holdings, Inc., as more fully explained in Note 3 to the accompanying
Consolidated Financial Statements.

         On June  3,  2000,  the  Company  completed  its  previously  announced
acquisition of Met-Coil Systems Corporation,  (Met-Coil) for approximately $33.6
million,  as more fully  explained  in Note 2 to the  accompanying  Consolidated
Financial  Statements.   Met-Coil  manufactures  advanced  sheet  metal  forming
equipment,  fabricating equipment,  and computer-controlled  fabrication systems
for the global market. The Company employs approximately 270 people, principally
in its Cedar Rapids, Iowa, and Lisle, Illinois,  manufacturing  facilities,  and
had  revenues  for the fiscal  year ended May 31,  2000 of  approximately  $48.3
million. Met-Coil's products are complementary with those of the Company's Metal
Forming Segment.

         On  June  30,  2000  the  Company  acquired  substantially  all  of the
operating  assets of Louvers  and  Dampers,  Inc.  (L & D) located in  Florence,
Kentucky.  L & D manufactures  louver and damper products for the HVAC industry.
The  purchase  price paid for the assets  acquired was  $3,000,000  and included
$699,000  of  goodwill.  The Company  accounted  for the  acquisition  under the
purchase method of accounting.

         On  August  25,  2000 the  Company,  through  a 75%  owned  subsidiary,
Airtherm LLC, acquired  substantially of all of the operating assets of Airtherm
Manufacturing Company, a Missouri corporation,  and Airtherm Products,  Inc., an
Arkansas  corporation,  (collectively,  the  sellers),  except the real property
owned  by these  companies,  for  approximately  $3,815,000,  including  assumed
liabilities  of  $101,000.  No goodwill  was  recorded in the  transaction.  The
Company has an option to acquire the  remaining  25% of Airtherm LLC  membership
interests  it  does  not  own  for  $2,000,000,   subject  to  certain  downward
adjustments.  The option expires on February 21, 2002. The Company,  pursuant to
put rights  held by the other  membership  interest,  may  become  contractually
obligated to purchase these share for  $2,500,000,  subject to certain  downward
adjustments, if it chooses not to exercise it options. If the Company chooses to
exercise  its option to acquire  the  membership  interests,  or is  required to
purchase the membership interests,  the amount paid will be recorded as goodwill
in  connection  with  the  acquisition  of  Airtherm.  In  connection  with  the
transaction,  the Company also loaned $1,550,000 to an unrelated company,  which
acquired  two  manufacturing  facilities  owned  by the  sellers.  The  loan  is
evidenced by a $750,000  promissory note and an $800,000  promissory note, which
bear  interest at 7% and 7% and matures on August 31, 2002 and August 31,  2002,
respectively.  The notes are secured in each case by the  related  manufacturing
facilities   and  are  included  in  other  current  assets  and  other  assets,
respectively, as of September 31, 2000.

         The  Company's  executive  offices are located at 260 North Elm Street,
Westfield, Massachusetts 01085. The Company's phone number is 413-568-9571.


OPERATIONS OF THE COMPANY

         The Company operates in three continuing  business  segments:  Heating,
Ventilating,  and  Air  Conditioning  Equipment  ("HVAC")  Manufacturing;  Metal
Products; and Metal Forming. Each of these segments is described below.

         The  Company's   former  Metal  Products  Segment  was  subdivided  for
reporting  purposes  after  1997 into the Metal  Forming  Segment  and the Metal
Products Segment.  As further described in Note 3, the Company  discontinued its
Computer  Software  segment during fiscal 2000 by distributing the stock of MCS,
Inc. to the Company's shareholders.

         The Company and its subsidiaries together employed  approximately 3,221
persons as of December 31, 2000.


HEATING, VENTILATING AND AIR CONDITIONING EQUIPMENT

         The  Company,  through  Mestek,  Inc.  and various of its wholly  owned
subsidiaries,  (collectively,  the "Reed Division") manufactures and distributes
products in the HVAC industry.  These products include  residential,  commercial
and  industrial  hydronic  heat  distribution  products,  gas-fired  heating and
ventilating equipment,  louver and damper equipment,  commercial and residential
gas and oil-fired boilers,  air conditioning units, and related products used in
heating, ventilating and air conditioning systems.

         The Reed Division sells finned-tube and baseboard  radiation  equipment
under the names "Sterling", "Vulcan", "Heatrim",  "Petite-7",  "Hydrotherm", and
"Suntemp",  and  other  hydronic  heat  distribution  products  under  the names
"Sterling",  "Beacon-Morris",  and "Airtherm". The division sells gas-fired unit
heaters  under the name  "Sterling",  radiant  heating  under the name "Cox" and
gas-fired  indoor and outdoor heating and ventilating  equipment under the names
"Alton",  "Applied  Air",  "Wing",  "Air Fan", and  "Temprite".  Cooling and air
conditioning  equipment is sold under the "Alton",  "Applied Air",  "Space Pak",
"Aztec Sensible Cooling", "Koldwave", and "Air Fan" names, and gas and oil-fired
boilers are sold primarily under the names "RBI",  "Hydrotherm",  "Multi-Pulse",
and  "Multi-Temp",  and distributed  under the name "Smith Cast Iron Boilers" by
Westcast,  Inc. A number of these  trade  names are also  registered  trademarks
owned by the Company and its  subsidiaries.  These products may be used to heat,
ventilate  and/or cool structures  ranging in size from large office  buildings,
industrial  buildings,  warehouses,  stores and  residences,  down to such small
spaces as add-on rooms in residences.  The division's  products are manufactured
at plants in Westfield,  Massachusetts;  South Windsor, Connecticut;  Farmville,
North Carolina; Dallas, Texas; Mississauga,  Ontario, Canada; Dundalk, Maryland;
Wrens,  Georgia;  and Forrest  City,  Arkansas.  The Company  closed its Skokie,
Illinois and Ridgeville,  Indiana plants in 1996 and relocated these  operations
to Dundalk, Maryland and Farmville, North Carolina, respectively.

         The Reed Division sells its many types of fire,  smoke, and air control
louvers and dampers, which are devices designed to facilitate the ventilation of
buildings  or to control or seal off the movement of air through  building  duct
work in the event of fire or smoke,  under the names  "Air  Balance",  "Phillips
Aire",  "Anemostat",  "ACDC",  "Pacific  Air  Balance",  "American  Warming  and
Ventilating",  "Arrow",  "Cesco", and "Louvers and Dampers".  These products are
manufactured  at  the  Company's  plants  in  Wrens,   Georgia;   San  Fernando,
California;   Bradner,  Ohio;  Waldron,  Michigan;   Milford,  Ohio;  Wyalusing,
Pennsylvania;    Minneapolis,    Minnesota;   Carson,   California;    Scranton,
Pennsylvania;  and  Florence,  Kentucky.  The Reed  Division  also  manufactures
industrial  and power plant dampers in San Fernando,  California  under the name
"Pacific Air Products".

         Through  its  design  and  application  engineering  groups,  the  Reed
Division  custom  designs  and  manufactures  many HVAC  products to meet unique
customer  needs or  specifications  not met by  existing  products.  Such custom
designs  often  represent  improvements  on  existing  technology  and often are
incorporated into the Reed Division's standard line of products.

         The Reed Division sells its HVAC products  primarily  through a diverse
group of  independent  representatives  throughout the United States and Canada,
many of whom sell several of Reed's products. These independent  representatives
usually  handle  various  HVAC  products  made by  manufacturers  other than the
Company. These representatives usually are granted an exclusive right to solicit
orders  for  specific  Reed  Division  products  from  customers  in a  specific
geographic  territory.  Because of the diversity of the Reed Division's  product
lines,  there  is  often  more  than one  representative  in a given  territory.
Representatives  work closely with the Reed  Division's  sales  managers and its
technical personnel to meet customers' needs and specifications. The independent
representatives are compensated on a commission basis and generally they neither
stock Reed Division products nor purchase such products for resale.

         The Reed Division, directly, or through its representatives,  sells its
HVAC  products  primarily  to  contractors,  installers,  and end  users  in the
construction   industry,   wholesale   distributors   and   original   equipment
manufacturers.

         While the Reed Division's HVAC products are distributed  throughout the
United  States  and  Canada,  sales in the  northeast,  mid-Atlantic  and  upper
mid-west  states are  somewhat  higher  than would be  suggested  by  unadjusted
construction  statistics  in any given year due to the  relative  popularity  of
hydronic products in these areas.

         The sale of heating and cooling  products is  inherently  sensitive  to
climatic  trends  in that  relatively  warm  winters  and/or  cool  summers  can
adversely affect sales volumes.

         The Reed Division sells gas-fired and hydronic  heating and ventilating
products, boilers and other HVAC equipment in Canada and also sells its products
in other  foreign  markets from time to time.  Total export sales did not exceed
ten  percent of total  revenues,  nor did foreign  assets  exceed ten percent of
total assets, in any of the most recent five years ending December 31, 2000.

         The Reed Division  uses a wide variety of materials in the  manufacture
of its products,  such as copper,  aluminum and steel, as well as electrical and
mechanical components,  controls, motors and other products. Management believes
that it has adequate  sources of supply for its raw materials and components and
has not had  significant  difficulty in obtaining the raw  materials,  component
parts or finished goods from it suppliers. No industry segment of the Company is
dependent on a single supplier,  the loss of which would have a material adverse
effect on its business.

         The businesses of the HVAC segment are highly competitive.  The Company
believes that it is the largest  manufacturer of hydronic  baseboard heating for
residential   and   commercial   purposes  and  is  one  of  the  three  leading
manufacturers of gas-fired  heaters and fire and smoke dampers.  The Company has
established  a substantial  market  position in the  cast-iron  boiler  business
through its  acquisitions in 1991, 1992, and 1998.  Nevertheless,  in all of the
industries in which it competes,  the Company has competitors with substantially
greater manufacturing, sales, research and financial resources than the Company.
Competition  in these  industries is based mainly on  merchandising  capability,
service,  quality, price and ability to meet customer  specifications.  The Reed
Division  believes  that  it has  achieved  and  maintained  its  position  as a
substantial  competitor in the HVAC industry largely through the strength of its
extensive  distribution network, the breadth of its product line and its ability
to meet  customer  delivery and service  requirements.  Most of its  competitors
offer their  products in some but not all of the  industries  served by the Reed
Division.

         The  quarterly  results  of  the  HVAC  segment  are  affected  by  the
construction  industry's demand for heating equipment,  which generally peaks in
the last four months of each year (the "heating season"). Accordingly, sales are
usually higher during the heating season, and such higher levels of sales may in
some years  continue  into the  following  calendar  year.  As a result of these
seasonal  factors,  the  Company's  inventories  of finished  goods reach higher
levels during the heating  season and are generally  lower during the balance of
the year.

         Management does not believe that backlog  figures  relating to the HVAC
segment are material to an  understanding of its business because most equipment
is shipped promptly after the receipt of orders.

         The  Company  owns a number  of  United  States  and  foreign  patents.
Although the Company usually seeks to obtain patents where appropriate,  it does
not consider any segment materially dependent upon any single patent or group of
related patents.

         The Reed Division has a number of trademarks important to its business,
including those relating to its Sterling, Vulcan, Beacon-Morris,  Heatrim, Wing,
Alton,  Applied  Air,  Arrow,  Aztec  Sensible  Cooling,  Hydrotherm,  Temprite,
Anemostat,  Air Clean Damper Company,  Cesco,  Louvers and Dampers, and Airtherm
product lines.

         Expenditures for research and development for the HVAC segment in 2000,
1999, and 1998, were $2,551,000  $1,735,000,  and $1,415,000,  respectively.
Product development efforts are necessary and ongoing in all product markets.


METAL FORMING

         The Company's Metal Forming Segment  designs,  manufactures and sells a
variety  of metal  handling  and metal  forming  products  under  names  such as
Cooper-Weymouth-Peterson, Dahlstrom, Hill Engineering, CoilMate-Dickerman, Rowe,
Lockformer,  and Iowa Precision  (collectively,  Formtek). The products are sold
through factory direct sales and independent  dealers in most cases to end-users
and in some  cases to  other  original  equipment  manufacturers.  The  products
include roll formers, roll forming systems, wing benders, presses,  servo-feeds,
straighteners, cradles, reels, cut-to-length lines, specialty dies, tube cut-off
systems,  hydraulic  punching,  blanking and cutoff  systems,  rotary  punching,
flying cut-off saws, and plasma cutting equipment.

         In 1997 this Segment added two additional units: Hill Engineering, Inc.
a leading producer of precision tools and dies for the gasket  manufacturing and
roll  forming  industries,  and  CoilMate,  Inc.,  a leading  producer of pallet
de-coiling  equipment for the metal  stamping and roll forming  industries.  The
CoilMate  product has been combined with a former CWP Division,  Dickerman,  and
this "low-end" line is now marketed as CoilMate-Dickerman.

         In  2000,   this   segment   added  Iowa   Precision   and   Lockformer
(collectively,  Met-Coil Systems Corporation), as more fully explained in Note 2
to the accompanying  Consolidated  Financial  Statements.  Met-Coil manufactures
advanced    sheet-metal-forming    equipment,    fabricating    equipment    and
computer-controlled fabrication systems for the global market.

         The Company  believes it has improved its  competitive  position within
the  metal  forming   marketplace  by  developing   servo-driven   feeders  with
microprocessor  controls, and other software controls,  affording diagnostic and
operational  features,  as well as by the strategic  acquisitions  made in 1996,
1997, and 2000, which broadened the segment's overall product offerings.

         Certain   products  made  by  these  units  are  custom   designed  and
manufactured to meet unique customer needs or  specifications  not currently met
by existing  products.  These  products,  developed by the Company's  design and
application   engineering  groups,  often  represent  improvements  on  existing
technology  and are often then  incorporated  into the unit's  standard  product
line.

         The  primary  customers  for  such   metal-handling  and  metal-forming
equipment  include  sheet  metal  and  mechanical  contractors,  contract  metal
stampers,   manufacturers  of  large  and  small   appliances,   commercial  and
residential  lighting  fixtures,  automobile  accessories,  office furniture and
equipment, metal construction and HVAC products.

         The businesses of Formtek are highly competitive and, due to the nature
of the products,  are somewhat  more  cyclical (due to changes in  manufacturing
capacity  utilization) than the Company's other operating  segments.  CWP, Rowe,
CoilMate-Dickerman,  and Iowa  Precision have become  substantial  forces in the
manufacture  of coil  handling  equipment  through  their broad and  competitive
product lines, together with Formtek's  customer-driven  application engineering
and ability to meet customer delivery and service  requirements through separate
extensive distribution  networks.  Dahlstrom and Lockformer are well-established
names in the roll-former  market place.  The Company  believes that the critical
mass created by the recent  acquisition  of Met-Coil  Systems  Corporation  will
allow it to more fully leverage its large installed customer base.

         The Metal Forming  Segment sells  equipment in Canada and other foreign
markets.  Total  export  sales did not  exceed  ten  percent  (10%) of the total
revenues nor did foreign  assets exceed ten percent (10%) of total assets in any
of the most recent five years ending December 31, 2000.

         The  backlog  relating  to  this  segment  at  December  31,  2000  was
approximately $36,069,538.

         Expenditures  for  research and  development  for this segment in 2000,
1999, and 1998, were $931,000, $610,000, and $465,000, respectively.


  METAL PRODUCTS

         The Company's  Metal Products  Segment  (consisting of Omega Flex, Inc.
and  Boyertown  Foundry  Company)  manufactures  a  variety  of  metal  products
including  flexible metal hose and grey iron  castings.  This segment sells cast
iron products to the HVAC industry,  including the company's  HVAC segment,  and
flexible metal hose products to the HVAC and industrial metal hose marketplaces.

         National Northeast Corporation (National),  reported under Discontinued
Operations in accordance with APB30 in the accompanying  Consolidated  Financial
Statements,  but formerly  included in the  Company's  Metal  Products  segment,
extrudes aluminum shapes for the construction and other markets and extrudes and
fabricates  aluminum based  products and assemblies and high precision  aluminum
heat  sinks  (heat  dissipation  devices)  for use in a wide  variety  of  power
control,   communications   and  related   electronic   and   computer   systems
applications.  Its products are made through an extrusion process supported by a
broad  line  of  secondary  machining,   stamping  and  assembly   capabilities.
National's application  engineering and fabrication  capabilities have helped it
become a substantial competitor in the heat sink market place. National was sold
on January  9,  2001,  as  explained  more fully in Note 17 to the  Consolidated
Financial Statements.

         Omega Flex, Inc. (Omega)  manufactures  corrugated  flexible  stainless
steel hose for use in a wide variety of  industrial  applications.  Its products
include  annular,  helical and braided metal hose and hose  fabrications and are
sold primarily through industrial hose  distributors.  In January of 1997, Omega
introduced  Trac-Pipe(R),  a corrugated stainless steel tubing developed for use
in piping gas  appliances.  The Company has  realized  significant  synergies by
distributing Trac-Pipe(R) through its extensive HVAC distribution network.

         Boyertown  Foundry  Company  (BFC)  operates  a  cast-iron  foundry  in
Boyertown,  PA,  which  manufactures  products  used  principally  in  the  HVAC
industry.

         The  Metals  Products  Segment  sells  products  in Canada and in other
foreign  markets.  Total export  sales,  however,  did not exceed ten percent of
total revenues, nor did foreign assets exceed ten percent of total assets in any
of the most recent five years ending December 31, 2000.

         The  backlog  relating  to  this  segment  at  December  31,  2000  was
approximately $7,603,032.

         Expenditures for research and development for this segment, independent
of research and  development  related to specific  customer  requests,  in 2000,
1999, and 1998, were $343,000, $594,000, and $256,000, respectively.


SEGMENT INFORMATION

         Selected financial  information regarding the operations of each of the
above segments,  consistent with statement of Financial  Accounting Standard No.
131 and  Section 101 (d) of  Regulations  5-K,  is  presented  in Note 13 to the
Consolidated Financial Statements.


Item 2 - PROPERTIES

         The HVAC segment of the Company  manufactures  equipment at plants that
the Company owns in Waldron, Michigan;  Bradner, Ohio; Wyalusing,  Pennsylvania;
Scranton,  Pennsylvania;  Dundalk,  Maryland; Wrens, Georgia; Milford, Ohio; and
Dallas, Texas. It operates plants that it leases from entities owned directly or
indirectly  by certain  officers  and  directors  of the  Company in  Westfield,
Massachusetts;  Farmville, North Carolina; and South Windsor,  Connecticut.  The
HVAC segment leases  manufacturing  space from unrelated parties in Mississauga,
Ontario,  Canada;  Carson,  California;  Minneapolis,  Minnesota;  San Fernando,
California;  Florence, Kentucky; St. Louis, Missouri; Forrest City, Arkansas; as
well as a regional distribution facility in Mississauga, Ontario, Canada.

         The Metal Forming segment  manufactures  products at plants the Company
owns in Clinton, Maine; Villa Park, Illinois; Schiller Park, Illinois; Danville,
Kentucky; Cedar Rapids, Iowa; and Lisle, Illinois.

         The Metal Products segment manufactures  products at plants the Company
owns  in   Boyertown,   Pennsylvania;   and  at  leased   facilities  in  Exton,
Pennsylvania.

         The Company's principal  executive offices in Westfield,  Massachusetts
are leased from an entity owned by an officer and  director of the Company.  The
Company also owns an office building in Holland, Ohio.

         In addition,  the Company and certain of its  subsidiaries  lease other
office space in various cities around the country for use as sales offices.

         Certain of the owned  facilities  are pledged as  security  for certain
long-term  debt  instruments.   See  Property  and  Equipment,  Note  5  to  the
Consolidated Financial Statements.


         Item 3 - LEGAL PROCEEDINGS

         The  Company is not  presently  involved  in any  litigation,  which it
believes will materially and adversely affect its financial condition or results
of operations.


Item 4 - SUBMISSION OF MATTER TO A VOTE OF THE SECURITY HOLDERS

         No matters were submitted to the security  holders of the Company for a
vote during the fourth quarter of 2000.


                                     PART II



Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


         The  Company's  common stock is listed on the New York Stock  Exchange,
under the symbol MCC. The number of  shareholders of record as of March 20, 2001
based on  inquiries  of the  registrant's  transfer  agent was  1,248.  For this
purpose,  shareholders  whose  shares  are held by  brokers  on  behalf  of such
shareholders  (shares held in "street  name") are not  separately  counted.  The
price range of the Company's  common stock between January 1, 2001 and March 20,
2001 was  between  $20 1/4 and 16, and the  closing  price on March 20, 2001 was
$18.40.

         The quarterly  price ranges of the  Company's  common stock during 2000
and 1999 as reported in the  consolidated  transaction  reporting system were as
follows:

                                   PRICE RANGE

                              2000                            1999
                              ----                            ----

 First Quarter         $20 1/4    $14 3/16            $20 15/16   $18 3/4
 Second Quarter        $18 1/16   $15 7/8             $22 3/8     $18 3/8
 Third Quarter         $17 13/16  $16 3/8             $22 7/8     $19 3/4
 Fourth Quarter        $17        $16 3/8             $20 1/4     $18 1/4

 The Company has not paid any cash dividends on its common stock since 1979.

         No  securities  issued by the  Company,  other than common  stock,  are
listed on a stock exchange or are publicly traded.


Item 6 - SELECTED FINANCIAL DATA


         Selected  financial  data for the  Company  for  each of the last  five
fiscal years is shown in the following table. Selected financial data reflecting
the  operations of acquired  businesses is shown only for periods  following the
related  acquisition.  A "Pro forma 2000" column is included below  illustrating
the effect on the  Company's  balance  sheet of the sale of  National  Northeast
Corporation  (National)  on January 9, 2001 as though it had been  completed  on
December 31, 2000. The sale of National,  as more fully  explained in Note 17 to
the Consolidated  Financial Statements,  generated  approximately $45 million in
net proceeds and resulted in a $17 million  pre-tax gain reportable in the first
quarter of 2001.


SUMMARY OF FINANCIAL POSITION as of December 31, (1)

                               (dollars in thousands except per share data)

                          Pro Forma
                             2000     2000     1999     1998     1997     1996
                            ----      ----     ----     ----     ----     ----

Total Assets            $259,036  $293,489  $242,253  $205,143 $191,117 $170,010
Working capital           57,741    26,252    63,732    49,415   42,056   59,274
Long-term debt, including
  current portion         18,658    63,658    34,791    13,188   19,329   15,362
Shareholders' equity     173,914   163,682   148,617   133,298  118,007  103,718
Shareholders' equity
per common share (1)     $ 20.67   $ 18.72   $ 16.96   $ 14.99  $ 13.22  $ 11.61
                         =======   =======   =======   =======  =======  =======




SUMMARY OF OPERATIONS - for the year ended December 31, (2)

                                  (dollars in thousands except per share data)


                                      2000     1999     1998      1997    1996
                                      ----     ----     ----      ----    ----

Revenues from Continuing Operations $375,987 $328,145 $291,164 $282,700 $262,158
Income from Continuing Operations     16,402   17,666   13,560   11,757   11,089
Net income                            17,068   17,917   16,064   14,405   13,329

Earnings per common share:
-------------------------
Basic Earnings per Common Share:
     Continuing Operations             $1.87    $1.99    $1.52  $  1.31 $   1.24
     Discontinued Operation              .08      .03      .28      .30      .25
                                      ------  -------    -----  -------  -------
     Net Income                       $ 1.95  $  2.02    $1.80   $ 1.61 $   1.49
                                      ======  =======    =====   ====== ========

Diluted Earnings Per Common Share
     Continuing Operations            $ 1.87  $  1.99    $1.52  $  1.31 $   1.24
     Discontinued Operations             .08      .03      .28      .30      .25
                                     -------  -------    -----  -------  -------
  Net Income                          $ 1.95  $  2.02    $1.80  $  1.61 $   1.49
                                      ======  =======    =====  ======= ========


1)     Equity per common share amounts are computed  using the common shares and
       common share equivalents outstanding as of December 31, 2000, 1999, 1998,
       1997, and 1996.

(2)    Includes the results of acquired companies or asset acquisitions from the
       date of such acquisition, as follows:

       * Airtherm LLC from August 25, 2000 * Louvers & Dampers,  Inc.  from June
       30, 2000 * Met-Coil Systems Corporation from June 3, 2000
       * B & K Rotary Machinery International Corporation from February 10, 2000
       * Cesco  Products  from January 29, 2000 * ACDC,  Inc. from May 7, 1999 *
       Anemostat  Corporation  from March 26, 1999 * Boyertown  Foundry  Company
       from November 2, 1998 * Ruscio Brothers Industries, (RBI), from April 29,
       1998 * CoilMate,  Inc., from November 3, 1997 * Hill  Engineering,  Inc.,
       from January 31, 1997 * Dahlstrom Industries,  Inc. from August 30, 1996.
       * Rowe Machinery & Automation, Inc., from February 5, 1996. * Omega Flex,
       Inc., from February 2, 1996.



<PAGE>


Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


                           FORWARD LOOKING INFORMATION

         This report contains forward-looking  statements,  which are subject to
inherent  uncertainties.  These uncertainties  include,  but are not limited to,
variations  in  weather,   changes  in  the  regulatory  environment,   customer
preferences,  general economic  conditions,  and increased  competition.  All of
these are  difficult to predict,  and many are beyond the ability of the Company
to control.

         Certain  statements  in this  Annual  Report  on Form  10-K  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995, that are not historical facts but rather reflect
the Company's current  expectations  concerning  future results and events.  The
words  "believes",  "expects",  "intends",  "plans",  "anticipates",   "likely",
"will", and similar expressions identify such forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other  important  factors that could cause the actual  results,  performance  or
achievements of the Company (or entities in which the Company has interests), or
industry  results,  to differ  materially  from future  results,  performance or
achievements expressed or implied by such forward-looking statements.

         Readers  are   cautioned   not  to  place   undue   reliance  on  these
forward-looking  statements which reflect  management's view only as of the date
of this Annual  Report on Form 10-K.  The Company  undertakes  no  obligation to
publicly release the result of any revisions to these forward-looking statements
which may be made to reflect events or circumstance  after the date hereof or to
reflect the occurrence of unanticipated events, conditions or circumstances.

                      RETURN ON AVERAGE NET ASSETS EMPLOYED
                             (Continuing Operations)

                                2000, 1999, 1998


As more fully explained in Note 17 to the Consolidated Financial Statement,  the
results of operations for the Company's National Northeast  Corporation and MCS,
Inc. subsidiaries are reported under Discontinued Operations. National Northeast
Corporation,  an aluminum extruder and heat-sink  fabricator formerly include in
the Company Metal  Products  segment,  was sold on January 9, 2001.  One hundred
percent of the common stock of MCS, Inc. was distributed to the Company's common
shareholders  on  March  7,  2000,  as  more  fully  explained  in Note 3 to the
Consolidated  Financial  Statements.  The discussion and analysis which follows
relates to the Company's continuing operations only.

         The Company's  Return on Average Net Assets  Employed  From  Continuing
Operations,  defined as  Operating  Profits  From  Continuing  Operations,  over
Average  Net Assets  Employed  From  Continuing  Operations  (Total  Assets less
Current and Non Current  Liabilities-other than Current and Non Current Portions
of Long-Term  Debt-averaged  over 12 months) for the years 2000,  1999, and 1998
was as follows:

                                              2000         1999         1998
                                              ----         ----         ----
                                                      (in thousands)

Operating Profits                         $   27,105    $  29,193   $   22,137
Average Net Assets Employed (as defined    $ 186,999    $ 145,850   $  125,833
                                           ---------    ---------    ---------
Return on Average Net Assets Employed         14.49%       20.01%       17.59%
                                          ==========    =========    =========

         The Year 2000 return on Average  Net Assets  Employed  From  Continuing
Operations  decreased  significantly  from 1999 due principally to the effect of
substandard operating incomes from the Company's recent Met-Coil, Anemostat, and
Air Clean Damper acquisitions, as more fully explained below.


                             ANALYSIS: 2000 VS. 1999

         The  Company's  core HVAC  Segment  reported  comparative  results from
continuing operations for 2000 and 1999 as follows:

                                  2000      2000         1999         1999
                                  ----      ----         ----         ----
                                 ($000)       %         ($000)          %
                                 ------    -------      ------       -------

         Net Sales             $271,918     100.00%   $ 254,451      100.00%
         Gross Profit            75,188      27.65%      73,604       28.93%
         Operating Incom         16,494       6.06%      20,445        8.03%

         The  reduced   gross  profit  and  operating   income  levels   reflect
principally  sub par results from the Company's  recent  Anemostat and Air Clean
Damper  Company  (ACDC)  acquisitions  as well as sub par results  from  certain
hydronic  products.  Significant  product  development  and  market  development
expenses  were incurred in 2000 as part of a long-term  plan to  strengthen  and
improve the Anemostat franchise.  These costs will continue in year 2001 and may
result in substandard returns on the Company's  investment in Anemostat for some
time. The Company  consolidated  its two heavy-duty  damper  operations into one
location in 2000 which adversely effected the results of operations for ACDC.


         The Company's Metal Products Segment includes Omega Flex, Inc. (Omega),
an industrial  metal hose  fabricator  acquired in 1996,  and Boyertown  Foundry
Company,  (BFC), a ninety-three  and six tenths percent (93.6%) owned subsidiary
which acquired the foundry and machining  operations of Eafco,  Inc. on November
2, 1998.  Prior to that date,  the Company's  forty-six and eight tenths percent
(46.8%)  investment  in Eafco was accounted for on the equity method and was not
included in this segment.  BFC produces cast iron products and related machining
services for the Company's HVAC Segment and various third parties.  This segment
formerly included National Northeast Corporation, (National), an eighty-nine and
five tenths  percent  (89.5%) owned aluminum  extruder and heat sink  fabricator
acquired in 1995,  which was sold on January 9, 2001, as more fully explained in
Note 17 to the Consolidated Financial Statements.

         Comparative  results from continuing  operations for 2000 and 1999 were
as follows:

                                2000      2000          1999        1999
                                ----      ----          ----        ----
                               ($000)      %           ($000)         %
                               ------    ------        ------       -----

         Net Sales           $ 39,816    100.00%      $ 35,138      100.00%
         Gross Profit          16,992     42.68%        13,732       39.08%
         Operating Income       6,787     17.05%         6,813       19.39%

         Operating  profits in 2000 were relatively  flat despite  significantly
improved results from Omega due to an offsetting  reduction in operating profits
at BFC.  Sales of Omega's  patented  TracPipe(R)  flexible  gas  piping  product
continued to grow at a rapid pace in 2000. TracPipe(R) is a corrugated stainless
steel tubing developed  especially for use in the piping and installation of gas
appliances. Operating results for BFC were adversely effected by legal and other
costs associated with a protracted legal dispute which was settled during 2000.

         The Company's Metal Forming Segment includes Cooper-Weymouth, Peterson,
(CWP),  Rowe Machinery and  Manufacturing,  (Rowe),  a leading  manufacturer  of
press-feeding  and  cut-to-length   equipment,   acquired  in  1996,   Dahlstrom
Industries,  (Dahlstrom),  a leading  manufacturer  of roll  forming  equipment,
acquired in 1996, Hill Engineering, (Hill), a leading producer of tools and dies
for the gasket manufacturing and roll forming industries acquired on January 31,
1997, and CoilMate,  Inc.,  (CoilMate),  a leading producer of pallet de-coiling
equipment  for the  metal  stamping  and roll  forming  industries  acquired  on
November 3, 1997.  This  segment's  results also include the  operations  of The
Lockformer  Company  (Lockformer) and Iowa Precision,  Inc. (IPI), the operating
units of Met-Coil  Systems  Corporation,  which was acquired on June 3, 2000, as
more fully described in Note 2 to the Consolidated Financial Statements.

         Comparative  results from continuing  operations for 2000 and 1999 were
as follows:

                             2000        2000         1999            1999
                             ----        ----         ----            ----
                            ($000)         %         ($000)             %
                            ------     -------        -----         -------


         Net Sales         $63,424     100.00%     $ 37,116          100.00%
         Gross Profit       16,408      25.86%       10,168           27.39%
         Operating Income    4,143       6.53%        1,727            4.65%

         Exclusive of the effect of the Met-Coil  acquisition,  revenues were up
3.67%,  gross  profits  were up  7.86%  and  operating  profits  were  up  47.6%
reflecting  improved  results from the  segment's  CWP and Rowe units which more
than offset reduced operating results at Hill and Dahlstrom.

         As a whole the Company reported comparative results as follows:

                               2000           2000        1999          1999
                               ----           ----        ----          ----
                               ($000)           %        ($000)           %
                               ------       -------      ------        -------

         Net Sales            $375,987       100.00%    $328,145       100.00%
         Gross Profit          108,802        28.94%      98,249        29.94%
         Operating Income       27,105         7.21%      29,193         8.89%

         Gross Profit and Operating  Income margins overall reflect the negative
effects of the product  development,  market  development and factory relocation
costs incurred in the HVAC segments,  as described above, offset somewhat by the
positive  results  contributed  by the  Metal  Forming  segment's  CWP and  Rowe
divisions.

         Sales Expense for the Company as a whole, as a percentage of continuing
revenues,  increased slightly, from 12.97% to 13.24%. General and Administrative
Expenses,  as a percentage of continuing revenues,  increased very slightly from
5.24% to 5.39%.  Engineering  Expense,  as a percentage of continuing  revenues,
increased  slightly  also from 2.82% to 3.10%,  owing to  increased  new product
development costs incurred in the Company's HVAC Segment.

         Interest   Expense   increased   substantially   in  2000,   reflecting
principally  the effect of the  Met-Coil and other  acquisitions,  as more fully
described in Note 2 to the Consolidated Financial Statements.

         Income  Tax  Expense  for  2000,  as a  percentage  of  pretax  income,
increased slightly from 37.1% to 37.2%.


                             ANALYSIS: 1999 VS. 1998

         The  Company's  core HVAC  Segment  reported  comparative  results from
continuing operations for 1999 and 1998 as follows:

                               1999          1999          1998           1998
                               ----          ----          ----           ----
                              ($000)           %          ($000)            %
                              ------         -----       ------          -------

         Net Sales          $254,451         100.00%     $229,704        100.00%
         Gross Profit         73,604          28.92%       65,124         28.35%
         Operating Income     20,445           8.03%       15,534          6.76%

         Improved  performances  from many of the HVAC  segment's  hydronic  and
industrial  products offset sub par  performances  from certain air distribution
products as well as  depressed  results  from the  Company's  recently  acquired
Anemostat  business.  Significant  product  development  and market  development
expenses  were incurred in 1999 as part of a long-term  plan to  strengthen  and
improve the Anemostat franchise.


         The Company's Metal Products Segment includes Omega Flex, Inc. (Omega),
an industrial  metal hose  fabricator  acquired in 1996,  and Boyertown  Foundry
Company,  (BFC), a ninety-three  and six tenths percent (93.6%) owned subsidiary
which acquired the foundry and machining  operations of Eafco,  Inc. on November
2, 1998.  Prior to that date,  the Company's  forty-six and eight tenths percent
(46.8%)  investment  in Eafco was accounted for on the equity method and was not
included in this segment.  Results of operations for BFC for the period November
2, 1998 through December 31, 1998, exclusive of intersegment sales, are included
in this  segment's  1998  results.  BFC produces  cast iron products and related
machining  services for the Company's  HVAC Segment and various  third  parties.
This segment formerly included National Northeast  Corporation,  (National),  an
eighty-nine  and five tenths percent  (89.5%) owned  aluminum  extruder and heat
sink  fabricator  acquired in 1995,  which was sold on January 9, 2001,  as more
fully explained in Note 17 to the Consolidated Financial Statements.

         Comparative  results from continuing  operations for 1999 and 1998 were
as follows:

                             1999         1999          1998              1998
                             ----         ----          ----              ----
                            ($000)          %          ($000)               %
                            ------      -------        ------            -------

         Net Sales         $35,138       100.00%       $18,466           100.00%
         Gross Profit       13,732        39.08%         6,905            37.39%
         Operating Income    6,813        19.38%         1,797             9.73%

         The growth in operating  profits in 1999 is traceable to  significantly
improved results from both BFC and Omega. Sales of Omega's patented  TracPipe(R)
flexible  gas  piping  product  continued  to grow at a very rapid pace in 1999.
TracPipe(R) is a corrugated  stainless steel tubing developed especially for use
in the piping and installation of gas appliances.

         The Company's Metal Forming Segment includes Cooper-Weymouth, Peterson,
(CWP),  Rowe Machinery and  Manufacturing,  (Rowe),  a leading  manufacturer  of
press-feeding  and  cut-to-length   equipment,   acquired  in  1996,   Dahlstrom
Industries,  (Dahlstrom),  a leading  manufacturer  of roll  forming  equipment,
acquired in 1996, Hill Engineering, (Hill), a leading producer of tools and dies
for the gasket manufacturing and roll forming industries acquired on January 31,
1997, and CoilMate,  Inc.,  (CoilMate),  a leading producer of pallet de-coiling
equipment  for the  metal  stamping  and roll  forming  industries  acquired  on
November 3, 1997.

Comparative  results  from  continuing  operations  for 1999  and  1998  were as
follows:

                               1999          1999         1998         1998
                               ----          ----         ----         ----
                              ($000)           %         ($000)          %
                              ------        -------      ------       -------

         Net Sales           $ 37,116       100.00%    $ 41,265       100.00%
         Gross Profit          10,168        27.39%      12,212        29.59%
         Operating Income       1,727         4.65%       4,135        10.02%

         The Metal  Forming  Segment was  effected  in 1999 by an  industry-wide
slowdown  in orders for new  equipment  which  reduced  revenues  significantly.
Margins also  suffered  for related  reasons and results  overall were  impacted
accordingly.

         As a whole the Company reported comparative results as follows:

                                1999          1999         1998        1998
                                ----          ----         ----        ----
                               ($000)           %         ($000)         %
                               ------       -------       ------      -------

         Net Sales          $ 328,145        100.00%    $ 291,164     100.00%
         Gross Profit          98,249         29.94%       85,062      29.21%
         Operating Income      29,193          8.89%       22,137       7.60%

         Gross Profit and Operating  Income margins  increased  primarily due to
positive results from the Company's HVAC and Metal Products Segments.

         Sales Expense for the Company as a whole, as a percentage of continuing
revenues,  decreased slightly,  from 13.42% to 12.97%, owing to in the Company's
growth  in  1999.  General  and  Administrative  Expenses,  as a  percentage  of
continuing  revenues,  decreased  from  5.46%  to  5.24%  for the  same  reason.
Engineering Expense, as a percentage of continuing revenues,  increased slightly
from 2.72% to 2.82%.

         Interest Expense increased slightly in 1999, reflecting principally the
effect of the Anemostat acquisition and other capital spending.

         Income  Tax  Expense  for  1999,  as a  percentage  of  pretax  income,
increased slightly from 36.9% to 37.1%.


                    ANALYSIS: LIQUIDITY AND CAPITAL STRUCTURE

         Working capital decreased in 2000 from $63,732,000 at December 31, 1999
to  $26,252,000 at December 31, 2000,  primarily as a result of short-term  debt
incurred in  connection  with the Met-Coil and other  acquisitions  completed in
2000,  as  more  fully  described  in  Note  2  to  the  consolidated  financial
statements.

The  Company  chose to fund these  acquisitions,  which  added  indebtedness  of
approximately $42 million, with short-term borrowings due to the pending sale of
National Northeast  Corporation (NNE) which was ultimately  completed on January
9, 2001 and which raised approximately $45 million (net of minority interest) in
net proceeds and resulted in a pretax gain of  approximately  $17 million  which
will be reported in the Company's first quarter 2001 results of operations.  The
Company's December 31, 2000 balance sheet, adjusted on a pro forma basis to give
effect to the NNE sale as though it had occurred on December 31, 2000,  looks as
follows on a condensed basis:

                              Actual          Pro Forma          Pro Forma
                            December 31,      Effect of         December 31,
                               2000            NNE Sale             2000
                                             (in thousands)

Current Assets                $148,009         ($9,736)           $138,273
Non-Current Assets             145,480         (24,717)            120,763
                               -------         --------            -------
         Total                $293,489        ($34,453)           $259,036
                              ========        =========           ========

Short-term Debt                $63,418        ($45,000)             18,418
Other Current Liabilities       58,339           3,775              62,114
Non-Current Liabilities          5,304          (1,757)              3,547
Minority Interest                2,746          (1,703)              1,043
Shareholders' Equity           163,682          10,232             173,914
                               -------          ------             -------
         Total                $293,489        ($34,453)           $259,036
                              ========        =========           ========

The Company's  working capital at December 31, 2000,  after giving effect to the
NNE sale on a pro forma basis, was $57,741,000, down
from  $63,732,000  at December 31,  1999.  The  Company's  funded debt to equity
ratio, however,  (including minority interests in funded debt and including on a
pro forma  basis the  effect  of the sale of NNE as  though it had  occurred  on
December  31,  2000)  decreased  from 25.37% at  December  31, 1999 to 11.33% at
December 31, 2000, principally as a result of the NNE sale.

         The principal changes to the Company's Net Assets Employed during 2000,
including  the pro forma  effect of the sale of NNE as though it had occurred on
December 31, 2000, were as follows:

      Net Assets Employed 12/31/99                                    $ 188,429
      Acquisition of Cesco Products 1/28/00                               5,374
      Acquisition of B & K Rotary Machinery 2/10/00                       3,018
      Acquisition of Met-Coil Systems Corporation
             6/3/00 (including assumed bank debt)                        37,333
      Acquisition of Louvers & Dampers 6/30/00                            3,000
      Acquisition of Airtherm LLC 8/25/00                                 3,714
      Distribution of MCS, Inc. common stock                             (1,551)
      Capital equipment purchased                                         6,979
      Additional Investment in Simione Central Holdings, Inc. (net)       2,000
      Cash flow in excess of net income and other effects               (18,210)
                                                                       ---------
      Net Assets Employed 12/31/00 (Actual)                            $230,086
                                                                       ---------
      Sale of National Northeast (Pro Forma)                            (36,471)
                                                                       ---------
      Net Assets Employed 12/31/00 (Pro Forma)                         $193,615
                                                                       =========

         Management  regards the Company's current capital structure and banking
relationships  as fully adequate to meet  foreseeable  future needs. The Company
has not paid cash dividends on its common stock since 1979.


                              YEAR 2000 DISCLOSURE

         The following  information  is being  provided as a Year 2000 Readiness
Disclosure  Statement,  and is  subject  to the  provisions  of  the  Year  2000
Information  and  Readiness  Disclosure  Act.  Problems  related  to  Year  2000
functionality  in its  information  systems  have been  nominal  to date and the
Company expects no material adverse effect from such problems in the future.

Costs incurred relative to Year 2000 solutions:

         The Company  believes that its total cost of  addressing  the Year 2000
issue, including software licenses,  modifications,  training and implementation
was not material in the year ended December 31, 2000.


                            ENVIRONMENTAL DISCLOSURE

         The Company is subject to numerous laws and regulations that govern the
discharge  and disposal of materials  into the  environment.  The Company is not
aware,  at present,  of any  material  administrative  or  judicial  proceedings
against the Company  arising  under any  federal,  state or local  environmental
protection laws or regulations  ("Environmental  Laws").  There are, however,  a
number of activities in which the Company is engaged under Environmental Laws.

Permitting Activities

         The Company is engaged in various  matters with  respect to  obtaining,
amending or renewing permits required under  Environmental  Laws to operate each
of its manufacturing facilities. Based on the information presently available to
it,  management  expects that all permit  applications will be routinely handled
and management does not believe that the denial of any currently  pending permit
application  will have a  material  adverse  effect on the  Company's  financial
position or the results of operations.

Potentially Responsible Parties (PRP) Actions

         The Company has been named or contacted by state authorities and/or the
Environmental Protection Agency (the "EPA") regarding the Company's liability as
a potentially  responsible  party ("PRP") for the  remediation of several sites,
none of which actions represent a material  proceeding.  The potential liability
of the Company is based upon records that show the Company or other corporations
from whom the Company or its subsidiaries acquired assets used the sites for the
lawful disposal of hazardous  waste pursuant to third party  agreements with the
operators of such sites. Such PRP actions generally arise when the operator of a
site lacks the financial  ability to address  compliance with the  Environmental
Laws,  decisions and orders affecting the site in a timely and effective manner.
The governmental  authority  responsible for the site looks to the past users of
the facility and their  successors  to address the costs of  remediation  of the
site.

         In High Point, North Carolina, the Company has been named as a PRP with
regard to the clean up of groundwater  contamination allegedly due to dumping at
a landfill. The Company's activity at the site represented less than one percent
(1%) of all activity at the site. State authorities  continue to investigate the
extent of and remediation  methods for groundwater  contamination at or near the
site,  and the Company joined a joint defense group to help define and limit its
liabilities  whereby it may be required to  contribute  additional  non-material
sums as part of the remediation of groundwater contamination. The Company (along
with many other  corporations) is involved in PRP actions for the remediation of
a site  in  Southington,  Connecticut,  as a  result  of the  EPA's  preliminary
assignment of derivative  responsibility for the presence of hazardous materials
attributable to two other  corporations  from whom the Company  purchased assets
after the hazardous  materials had been disposed of at the Southington site. The
Company is part of a joint defense group in  discussions  with the EPA for a "de
minimis settlement" at the Southington, Connecticut site. The obligations of the
Company  in this  matter  are  not  expected  to be  material  to the  Company's
financial position or the results of operations. The Company has also received a
request for  information  from the EPA addressed to a predecessor of the Company
regarding  the  generation,  storage,  transportation  and  possible  release of
hazardous  substances at a superfund site in Coraopolis,  Pennsylvania,  and the
Company has complied with such request. The Company continues to investigate all
of these  matters,  but expects that they will not be material to the  Company's
financial position or results of operations.

Releases of Hazardous Materials

         There have been  releases of  hazardous  materials  on a few parcels of
property  which  are  presently  leased or  operated  by the  Company.  All such
releases occurred prior to the occupation of the properties by the Company.  All
releases  are in  the  process  of  assessment  or  remediation.  At a  site  in
Massachusetts  leased by the  Company  the Lessor has  received  notice from two
abutters that  activities on the property prior to the Company's  occupation may
be the source of groundwater contamination on the abutters' property. Based upon
an investigation by the Lessor, the claims do not appear to be supportable.  The
residential neighbors of a manufacturing  facility site in Illinois now owned by
a Company  subsidiary  have been  certified as a class in an action  against the
Company and its subsidiary for alleged  contamination of the neighbors' drinking
water  wells.  In a separate  action,  the State of  Illinois  has also filed an
action to compel the Company's  subsidiary to investigate and remediate the same
site for the same  contamination.  In both suits,  the plaintiffs are seeking an
injunction   ordering  that  the  Company's   subsidiary   provide  a  permanent
alternative  water supply to the  neighborhood.  The Company  believes  that its
subsidiary  carries adequate  insurance  coverage,  such that the costs of these
suits  should  have  no  material  adverse  effect  on the  Company's  financial
position.  Based on the information  presently  available to it, management does
not  believe  that the  costs of  addressing  any of the  releases  will  have a
material  adverse effect on the Company's  financial  position or the results of
operations.

         The  Company  has also  received  notice  from the owner of a  formerly
leased  property of a release of hazardous  materials into the ground around and
under the Company's former  manufacturing  facility.  The owner, which is also a
former operator of the facility, undertook to remove the hazardous materials and
has filed a report with the  appropriate  state agency that no further action is
necessary at the site.  Although the Company  anticipates that it may be subject
to  a  claim  for  contribution  with  respect  to  this  removal  of  hazardous
substances,  it  expects  that  any  contribution  will not be  material  to the
Company's financial position or result of operations.

Changes to Environmental Laws Affecting Operations and Product Design

         The Company's  operations and its HVAC products that involve combustion
as currently  designed and applied entail the risk of future  noncompliance with
the evolving  landscape of  Environmental  Laws.  The cost of complying with the
various  Environmental Laws is likely to increase over time, and there can be no
assurance  that the  cost of  compliance,  including  changes  to  manufacturing
processes and design changes to current HVAC product  offerings that involve the
creation of carbon dioxide or other currently  unregulated  compounds emitted in
atmospheric  combustion,  will not over the  long-term  and in the future have a
material  adverse effect on the Company's  results of operations  (especially in
light  of the  international  agreement  on the  reduction  of green  house  gas
emissions set forth in the Kyoto Protocol).



<PAGE>


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                     The Board of Directors and Shareholders
                                 of Mestek, Inc.

         We have audited the accompanying consolidated balance sheets of Mestek,
Inc.  and  subsidiaries  as of  December  31,  2000 and  1999,  and the  related
consolidated statements of income, shareholders' equity, and cash flows for each
of  the  years  in  the  three  year  period  ended  December  31,  2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the consolidated financial position of Mestek,
Inc. and  subsidiaries  as of December 31, 2000 and 1999,  and the  consolidated
results of their  operations and their  consolidated  cash flows for each of the
years in the three year  period  ended  December  31,  2000 in  conformity  with
accounting principles generally accepted in the United States.

         We have also audited Schedule II of Mestek, Inc. and subsidiaries as of
December  31,  2000 and for each of the  years in the  three-year  period  ended
December 31, 2000. In our opinion, the schedule presents fairly, in all material
respects, the information required to be set forth therein.


                                                             Grant Thornton, LLP








Boston, Massachusetts
March 2, 2001







<PAGE>


                                  MESTEK, INC.
                           CONSOLIDATED BALANCE SHEETS
                               As of December 31,



                                                      2000               1999
                                                      ----               ----
                                                    (Dollars in thousands)
ASSETS

Current Assets
    Cash                                          $      2,417      $     4,468
    Accounts Receivable - less allowances of
      $3,746 and $3,627 respectively                    64,832           66,605
    Unbilled Accounts Receivable                            27              447
    Inventories                                         70,911           54,688
    Deferred Tax Benefit                                 3,333            1,551
    Other Current Assets                                 6,489            4,264
                                                   -----------      -----------

    Total Current Assets                               148,009          132,023

  Property and Equipment - net                          73,489           69,067
  Notes Receivable                                         800            3,850
  Investment in Simione Central Holdings, Inc.           6,850               --
  Other Assets and Deferred Charges  - net               7,676            7,146
  Excess of Cost over Net Assets
      of Acquired Companies-net                         56,665           30,167
                                                     ---------       ----------

  Total Assets                                       $ 293,489        $ 242,253
                                                     =========        =========












See Accompanying Notes to Consolidated Financial Statements




<PAGE>


                                  MESTEK, INC.
                     CONSOLIDATED BALANCE SHEETS (continued)
                               As of December 31,

                                                      2000            1999
                                                      ----            ----
                                                      (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Current Portion of Long-Term Debt                 63,418          14,467
   Accounts Payable                                  19,646          18,335
   Accrued Compensation                               6,903           6,778
   Accrued Commissions                                2,528           3,314
   Progress Billings in Excess of Cost
     and Estimated Earnings                             283           3,257
   Customer Deposits                                  9,321           5,409
   Other Accrued Liabilities                         19,658          16,731
                                                   ---------       --------

       Total Current Liabilities                    121,757          68,291

Long-Term Debt                                          240          20,324
Other Liabilities                                     5,064           2,104
                                                   --------       ----------

       Total Liabilities                            127,061          90,719
                                                   --------       ----------

Minority Interests                                    2,746           2,917
                                                 ----------      -----------
Shareholders' Equity:
   Common Stock - no par, stated value $0.05 per share,
     9,610,135 shares issued                            479             479
   Paid in Capital                                   15,434          15,434
   Retained Earnings                                158,697         143,180
   Treasury Shares, at cost (867,032 and
   846,132 common shares, respectively)              (9,733)         (9,393)
   Cumulative Translation Adjustment                 (1,195)         (1,083)
                                                   ---------      ----------

   Total Shareholders' Equity                       163,682         148,617
                                                   ---------       ---------

     Total Liabilities and Shareholders' Equity   $ 293,489       $ 242,253
                                                  =========       =========





See Accompanying Notes to Consolidated Financial Statements.




<PAGE>


                                  MESTEK, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                        For the years ended December 31,


                                   2000               1999             1998
                                   ----               ----             ----
                        (Dollars in thousands, Except Earnings Per Common Share)

Net Sales                              $ 375,158      $ 326,705     $ 289,435
Net Service Revenues                         829          1,440         1,729
                                     -----------     ----------     ---------

     Total Revenues                      375,987        328,145       291,164

Cost of Goods Sold                       266,585        229,228       205,194
Cost of Service Revenues                     600            668           908
                                      ----------      ---------     ---------

     Gross Profit                        108,802         98,249        85,062

Selling Expense                           49,782         42,571        39,086
General and Administrative Expense        20,257         17,207        15,905
Engineering Expense                       11,658          9,278         7,934
                                       ---------      ---------     ----------

     Operating Profit                     27,105         29,193        22,137

Interest Expense                          (1,120)           (48)         ---
Other Income (Expense), Net                  149         (1,050)         (656)
                                        ---------     ----------    ----------

Income from Continuing
     Operations Before Income Taxes       26,134         28,095        21,481

Income Taxes                               9,732         10,429         7,921
                                       ---------      ----------      ---------

Income from Continuing Operations         16,402         17,666        13,560

Discontinued Operations (see Note 3 & 17):
     Income from Operations of
      Discontinued Segments Before Taxes   1,227            615         4,170
     Applicable Income Tax Expense          (561)          (364)       (1,666)
                                           -----           -----       -------
     Income from Operations
         of Discontinued Segments            666            251         2,504

Net Income                             $  17,068      $  17,917     $  16,064
                                       =========      =========     =========

Basic Earnings per Common Share:
     Continuing Operations                 $1.87          $1.99         $1.52
     Discontinued Operations                 .08            .03           .28
                                        ---------     ---------      --------
     Net Income                         $   1.95      $    2.02     $    1.80
                                        ========      =========     =========

Basic Weighted Average Shares Outstanding  8,744          8,857         8,921
                                        ========      =========     =========

Diluted Earnings Per Common Share
     Continuing Operations              $   1.87      $    1.99      $   1.52
     Discontinued Operations                 .08            .03           .28
                                       ---------      ---------      --------
     Net Income                        $    1.95      $    2.02      $   1.80
                                       =========      =========      ========

Diluted Weighted Average
    Shares Outstanding                     8,760          8,887         8,949
                                       =========      =========      ========

See Accompanying Notes to Consolidated Financial Statements.


<PAGE>

<TABLE>

MESTEK, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended December 31, 2000, 1999 and 1998


<CAPTION>

                                                                                                     Cumulative
                                    Common        Paid In         Retained         Treasury          Translation
(Dollars in Thousands)               Stock        Capital         Earnings           Shares          Adjustment        Total
----------------------              --------      -------         --------         -----------       ----------      ----------


<S>                                  <C>         <C>             <C>               <C>               <C>              <C>
Balance - December 31, 1997          $ 479       $ 15,434        $ 109,199         ($ 6,109)         ($   996)        $ 118,007

Net Income                                                          16,064                                               16,064
Common Stock Repurchased                                                               (681)                               (681)
Cumulative Translation Adjustment                                                                         (92)              (92)
                                     -----      ---------        ---------         ---------         ---------         --------
Balance - December 31, 1998          $ 479       $ 15,434        $ 125,263         ($ 6,790)         ($ 1,088)        $ 133,298

Net Income                                                          17,917                                               17,917
Common Stock Repurchased                                                             (2,603)                             (2,603)
Cumulative Translation Adjustment                                                                           5                 5
                                     -----      ---------        ---------         ---------         ---------       -----------
Balance - December 31, 1999          $ 479       $ 15,434        $ 143,180         ($ 9,393)         ($ 1,083)        $ 148,617

Net Income                                                          17,068                                               17,068
Dividends Paid in MCS, Inc. Common Stock                            (1,551)                                              (1,551)
Common Stock Repurchased                                                               (340)                               (340)
Cumulative Translation Adjustment                                                                        (112)             (112)
                                     -----      ---------        ---------         ---------         ---------     -------------
Balance - December 31, 2000          $ 479        $15,434         $158,697          ($9,733)          ($1,195)         $163,682

See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>
                                  MESTEK, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the years ended December 31,
<CAPTION>

                                                                     2000                1999               1998
                                                                     ----                ----               ----
                                                                                 (Dollars in thousands)

Cash Flows from Operating Activities:
<S>                                                              <C>                 <C>                <C>
   Net Income                                                    $ 17,068            $ 17,917           $ 16,064
Adjustments to Reconcile Net Income to
     Net Cash Provided by Operating Activities:
   Depreciation and Amortization                                   12,779              10,631              8,599
   Provision for Losses on Accounts
     Receivable, net of write-offs                                    119                 184                914
   Net Change in Minority Interests net of
     effects of acquisitions and dispositions                        (171)                 54                256
   Changes in assets and liabilities net of
     effects of acquisitions and dispositions:
   Accounts Receivable                                              5,909              (7,207)            (2,782)
   Unbilled Accounts Receivable                                       420                (161)               (38)
   Inventory                                                       (2,922)              2,076                755
   Accounts Payable                                                  (166)             (2,805)              (560)
   Other Liabilities                                                1,421                (745)             2,718
   Progress Billings                                                  240                 107                (55)
   Notes Receivable                                                 3,850              (3,850)               ---
   Other                                                           (3,810)              2,255             (1,346)
                                                                ----------         ----------          ----------
Net Cash Provided by Operating Activities                          34,737              18,456             24,525
                                                               ----------           ---------          ----------

Cash Flows from Investing Activities:
   Capital Expenditures                                            (6,979)            (12,437)           (12,802)
   Acquisition of Businesses and Other
   Assets, Net of Cash Acquired                                   (45,636)            (24,333)            (2,877)
   Investment in Simione Central Holdings, Inc.                    (6,850)            ---                  ---
                                                                ----------        -----------         -----------
Net Cash Used in Investing Activities                             (59,465)            (36,770)           (15,679)
                                                                ----------          ----------         ----------

Cash Flows from Financing Activities:
   Net Borrowings Under
     Revolving Credit Agreement                                    28,959               1,739              9,119
   Principal Payments Under Long
     Term Debt Obligations                                         (5,830)               (136)           (15,909)
   Proceeds from Issuance of Long Term Debt                           ---              20,000                 ---
   Repurchase of Common Stock                                        (340)             (2,603)               (681)
                                                                ----------         -----------         -----------
Net Cash Provided by (Used In) by Financing Activities             22,789              19,000              (7,471)
                                                                ---------         -----------           ----------

Net (Decrease) Increase in Cash and Cash Equivalents               (1,939)                686               1,375
Translation Effect on Cash                                           (112)                  5                 (92)
Cash and Cash Equivalents - Beginning of Year                       4,468               3,777               2,494
                                                                ---------         -----------         -----------

Cash and Cash Equivalents - End of Year                         $   2,417           $   4,468           $   3,777
                                                                =========           =========           =========



See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


<PAGE>


                                  MESTEK, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

         The consolidated  financial  statements include the accounts of Mestek,
Inc. and its subsidiaries, collectively referred to as the Company. All material
inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Revenue Recognition and Unbilled Receivables

         Revenue  from  product  sales is  recognized  at the time of  shipment.
Revenue  from the  licensing  of  software  applications  and  software  systems
development is recognized on the basis of completed contracts in accordance with
the "residual value method" provided in SOP 98-9.

         Unbilled receivables represent revenue earned in the current period but
not billed to the customer until future dates, usually within one month.

Cash Equivalents

         The Company  considers all highly liquid  investments  with a remaining
maturity of 90 days or less at the time of purchase to be cash equivalents. Cash
equivalents  include  investments in an  institutional  money market fund, which
invests in U.S. Treasury bills, notes and bonds,  and/or repurchase  agreements,
backed by such obligations.

Inventories

         Inventories  are valued at the lower of cost or  market.  Approximately
eighty-nine  percent  (89%)  and  seventy-eight  percent  (78%)  of the  cost of
inventories are determined by the last-in, first-out (LIFO) method for the years
ended December 31, 2000 and 1999, respectively.

Property and Equipment

         Property  and   equipment  are  carried  at  cost.   Depreciation   and
amortization are computed using the straight-line  and accelerated  methods over
the estimated  useful lives of the assets or the life of the lease,  if shorter.
When  assets  are  retired  or  otherwise  disposed  of,  the cost  and  related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is reflected in income for the period.  The cost of maintenance and repairs
is charged to income as incurred; significant improvements are capitalized.

Excess of Cost Over Net Assets of Acquired Companies (Goodwill)

The Company  amortizes  Goodwill on the  straight-line  basis over the estimated
period to be benefited.  The acquisition of the assets of Anemostat on March 26,
1999 resulted in Goodwill of approximately  $6,800,000,  which will be amortized
over 25 years.  The  acquisition  of the assets of  Wolfram,  Inc.  d/b/a  Cesco
Products,   as  more  fully  described  in  Note  2,  resulted  in  Goodwill  of
approximately $2,700,000, which will be amortized over 25 years. The acquisition
of selected assets of B & K Rotary Machinery International Corporation,  as more
fully  described in Note 2,  resulted in Goodwill of  approximately  $2,200,000,
which  will  be  amortized  over  25  years.  The  merger  of  Met-Coil  Systems
Corporation  into Formtek,  Inc., a wholly owned  subsidiary of the Company,  as
more  fully  described  in  Note  2,  resulted  in  Goodwill  of   approximately
$23,000,000,  which will be  amortized  over 25 years.  The  acquisition  of the
assets of Louvers and Dampers, Inc., as more fully described in Note 2, resulted
in Goodwill of  approximately  $699,000,  which will be amortized over 25 years.
The  Company  continually   evaluates  the  carrying  value  of  Goodwill.   Any
impairments  would be recognized when the expected  future  operating cash flows
derived  from such  Goodwill  is less than  their  carrying  value.  Accumulated
amortization of goodwill and other  intangibles was $7,288,000 and $4,984,000 at
December 31, 2000 and 1999, respectively.

Advertising Expense

         Advertising  costs are charged to operations as incurred.  Such charges
aggregated  $4,337,000,  $4,794,000,  and  $3,993,000,  for the years  ended
December 31, 2000, 1999, and 1998, respectively.

Research and Development Expense

         Research  and  development   expenses  are  charged  to  operations  as
incurred. Such charges aggregated $3,826,000,  $2,939,000,  and $2,136,000,  for
the years-ended December 31, 2000, 1999, and 1998, respectively.

Treasury Shares

         Common stock held in the Company's treasury has been recorded at cost.

Earnings per Common Share

         Basic earnings per share have been computed using the weighted  average
number of  common  shares  outstanding.  Common  stock  options,  as more  fully
described in Note 16, were considered in the computation of diluted earnings per
share but had no effect.

Currency Translation

         Assets and liabilities denominated in foreign currencies are translated
into U.S.  dollars at exchange  rates  prevailing on the balance sheet date. Net
foreign currency  transactions are reported in the results of operations in U.S.
dollars at average  exchange  rates.  Adjustments  resulting  from balance sheet
translations  are excluded from the  determination of income and are accumulated
in a separate component of shareholders' equity.

Income Taxes

         Deferred tax assets and  liabilities  are recognized for the future tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

Comprehensive Income

         For  the  years  ended  December  31,  2000,  and  December  31,  1999,
respectively,  the components of other comprehensive  income were immaterial and
consisted solely of foreign currency translation adjustments.

Reclassification

         Reclassifications  are made periodically to previously issued financial
statements to conform to the current year presentation.


2. BUSINESS ACQUISITIONS

         On January 28,  2000,  the Company  acquired  substantially  all of the
operating  assets of Wolfram,  Inc.  d/b/a Cesco Products  ("Cesco")  located in
Minneapolis,  Minnesota.  Cesco  manufactures  vertical and horizontal  louvers;
controls and fire/smoke  dampers;  gravity  ventilators,  louver  penthouses and
walk-in  access  doors for the HVAC  industry at its  location  in  Minneapolis,
Minnesota. The Cesco products are complementary to the Company's existing louver
and damper  businesses.  The  purchase  price paid for the assets  acquired  was
approximately   $6,425,000,   including  assumed  liabilities  of  approximately
$1,051,000. The Company accounted for this acquisition under the purchase method
of accounting and accordingly recorded goodwill of approximately $2,700,000.

         On February 10, 2000, the Company,  through a wholly owned  subsidiary,
acquired the designs, intellectual property and certain physical assets of B & K
Rotary  Machinery  International  Corporation  ("B & K") of  Brampton,  Ontario,
Canada. B & K is a well-known and experienced  manufacturer of highly engineered
metal processing  lines. B & K equipment is found in steel  processing  centers,
tube/pipe production plants and roll-forming  facilities around the world. The B
& K  Supermill(TM),  Rotary  Shear(TM),  and Rotary  Pierce(TM)  designs are the
technology of choice among  leading  producers of light gauge steel framing used
in building  construction.  The purchase price paid for the assets  acquired was
approximately  $3,018,000.  The Company accounted for this acquisition under the
purchase method of accounting and accordingly recorded goodwill of approximately
$2,200,000.

         On  June  3,  2000,  the  Company  and  Met-Coil  Systems   Corporation
("Met-Coil")  completed its previously  announced  merger  agreement under which
Met-Coil was merged into a wholly owned  subsidiary of the Company.  Immediately
thereafter,  in accordance with the terms of the merger agreement,  the Met-Coil
shareholders  were  redeemed  for a total cash  consideration  of  approximately
$33,600,000.   Met-Coil  manufactures  advanced  sheet-metal-forming  equipment,
fabricating equipment and computer-controlled fabrication systems for the global
market. The Company employs  approximately 270 people,  principally in its Cedar
Rapids, Iowa and Lisle, Illinois manufacturing facilities,  and had revenues for
the fiscal  year ended May 31,  2000 of $48.3  million  (unaudited).  Met-Coil's
products are  complementary  with those of the Company's Metal Forming  Segment.
The Company  accounted  for the merger under the purchase  method of  accounting
and, accordingly,  the total purchase price allocated to the assets acquired was
approximately  $49,400,000,   including  assumed  liabilities  of  approximately
$15,800,000. Goodwill of approximately $23,000,000 was recorded.

         Pro forma unaudited results of operations for 2000 and 1999, reflecting
a hypothetical acquisition date for Met-Coil of January 1, 1999 are as follows:

                                         2000                      1999
                                         ----                      ----
  Total Revenues                    $   395,238                $  378,037
  Net Income                             17,514                    19,136

  Diluted Earnings Per Share               2.00                      2.15


         On  June  30,  2000  the  Company  acquired  substantially  all  of the
operating  assets of Louvers  and  Dampers,  Inc.  (L & D) located in  Florence,
Kentucky.  L & D manufactures  louver and damper products for the HVAC industry.
The  purchase  price paid for the assets  acquired was  $3,000,000  and included
$699,000  of  goodwill.  The Company  accounted  for the  acquisition  under the
purchase method of accounting.

         On  August  25,  2000 the  Company,  through  a 75%  owned  subsidiary,
Airtherm LLC, acquired  substantially of all of the operating assets of Airtherm
Manufacturing Company, a Missouri corporation,  and Airtherm Products,  Inc., an
Arkansas corporation, (collectively the sellers), except the real property owned
by these companies, for approximately $3,815,000,  including assumed liabilities
of $101,000.  No goodwill was  recorded in the  transaction.  The Company has an
option to acquire the remaining 25% of Airtherm LLC membership interests it does
not own for  $2,000,000,  subject to certain  downward  adjustments.  The option
expires  on  February  21,  2002.  Pursuant  to put  rights  held  by the  other
membership interests, the Company may become contractually obligated to purchase
these shares for  $2,500,000,  subject to certain  downward  adjustments,  if it
chooses not to  exercise  its option.  If the  Company  chooses to exercise  its
option to acquire the  membership  interests,  or is  required  to purchase  the
membership interests, the amount paid will be recorded as goodwill in connection
with the  acquisition  of Airtherm.  In  connection  with the  transaction,  the
Company also loaned  $1,550,000  to an  unrelated  company,  which  acquired two
manufacturing  facilities  owned  by the  sellers.  The loan is  evidenced  by a
$750,000  promissory  note, which bears interest at 7% and matures on August 31,
2002 and a $800,000  promissory  note which bears  interest at 7% and matures on
August 31, 2002. The notes are secured in each case by the related manufacturing
facilities   and  are  included  in  other  current  assets  and  other  assets,
respectively, as of December 30, 2000.


3. MERGER AGREEMENT

         On May 26, 1999 the Company  entered into an agreement (the  Agreement)
to merge its wholly owned  subsidiary,  MCS,  Inc.  (MCS) into  Simione  Central
Holdings, Inc., now known as CareCentric,  Inc. (Simione). Simione is a provider
of information  systems and services to the home health care industry  supplying
information  systems,  consulting  and  agency  support  services  to  customers
nationwide. Simione provides freestanding,  hospital based and multi-office home
health care providers  (including  certified,  private duty,  staffing,  HME, IV
therapy,  and hospice) with  information  solutions  that address all aspects of
home care operations.  Simione maintains offices nationwide and is headquartered
in Atlanta, Georgia.

         Under  the  terms of the  Agreement,  for  every  share of  outstanding
Simione common stock,  Simione would issue .85 shares of its common stock to the
Company.  As a result,  the  Company  would own,  based on the number of Simione
common shares  outstanding  at the date of the Agreement,  approximately  46% of
Simione after the merger is  completed.  On August 12, 1999,  Simione,  with the
Company's  consent,  acquired all of the outstanding common stock of CareCentric
Solutions,  Inc.  for  $200,000  and  acquired  all of the  Preferred  Stock  of
CareCentric  Solutions,  Inc. in return for 3.1 million  newly issued  shares of
Simione Series A Preferred Stock,  which may be converted on a one for one basis
into  Simione   common  shares  upon  consent  of  a  majority  of  the  Simione
shareholders. The Series A Preferred Stock was convertible to common stock after
shareholder  approval upon consummation of the merger. As a result,  the Company
ownership percentage would drip to approximately 38% of Simione. Under the terms
of the Agreement, MCS's ProfitWorks segment would remain with the Company.

         On September 9, 1999,  Mestek,  Inc.  ("Mestek")  announced that it had
entered into an amendment to the Plan and Agreement of Merger dated May 26, 1999
(the "Amendment") between Simione Central Holdings,  Inc. ("SCHI"),  Mestek, and
its wholly-owned  subsidiary,  MCS, Inc.  ("MCS"),  whereby the shares of common
stock  of MCS  would be  distributed  to the  Mestek  common  shareholders  in a
spin-off transaction (the Spin-off),  and MCS would then be merged with and into
SCHI, (the Merger). The Spin-off and the Merger were completed on March 7, 2000,
after shareholder approval.

         In  connection  with the  Amendment,  Mestek  loaned to SCHI a total of
$4,000,000  on a  short-term  basis.  Upon the  closing  of the  above-mentioned
merger,  the $4,000,000 loan was canceled,  and Mestek contributed an additional
$2,000,000  to the capital of SCHI in return for newly issued Series B Preferred
Stock of SCHI.  The Series B Preferred  Stock issued to Mestek had  super-voting
rights  equivalent to 2.2 million shares of SCHI common stock.  On June 12, 2000
Mestek  agreed to reduce  such  voting  rights by half to comply  with  NASDAQ's
voting  rights  policy,  in exchange for a  three-year  warrant to acquire up to
490,396 shares at an exercise  price of $3.21 of SCHI Common Stock.  Mestek also
received  as  part  of its  capital  contribution  to  SCHI a  warrant  for  the
subsequent  purchase of 400,000 shares of SCHI common stock at an exercise price
of $10.875.  The Amendment also provided,  upon consummation of the merger,  for
the appointment to the SCHI Board of Directors of six individuals  designated by
Mestek,  and the obligation of the Mestek Major  Shareholders (as defined in the
Amendment)  to vote for the nominees to the SCHI Board of Directors for eighteen
months after the effective date of the merger.

         Mestek  also  loaned  Simione  $850,000  on  November  11,  1999  on  a
short-term  basis.  Upon  consummation of the merger,  the loan was converted to
$850,000 of newly issued Series C Preferred  Stock. The Series C Preferred stock
has voting rights equal to 170,000 shares of SCHI common stock.

         On March 6, 2000,  the Company  completed  the Spin-off and on March 7,
2000, the merger of MCS, Inc. into Simione Central Holdings, Inc. was completed.
The net book value of the assets of MCS, Inc. of  approximately  $1,551,000  has
been treated as a dividend to the  shareholders of the Company.  The Company has
accounted  for the  operations  of MCS prior to that date (with the exception of
its  ProfitWorks  division  which was retained by the Company under the terms of
the Agreement) as a discontinued operation in accordance with APB30.

See also - Note 10 - Related Party Transactions

Summarized  financial  information for the  discontinued  MCS operations,  is as
follows:

                                                       Years ended
                                                       -----------
                                              2000        1999         1998
                                              ----        ----         ----
                                                      (in thousands)

    Operating Revenues                       $1,701      $16,648     $14,901

    Income (Loss) from Discontiuned
           Operations before Provision
           for Income Taxes                    (478)        $772      $1,712

    Net Income from Discontinued Operations    (310)        $466      $1,026



                                                2000             1999
                                                ----             ----
                                                    (in thousands)

         Current Assets                          ---           $4,648
         Total Assets                            ---           $6,696

         Current Liabilities                     ---           $6,191
         Total Liabilities                       ---           $6,191

         Net Assets of Discontinued Operations   ---             $505


  4. INVENTORIES

         Inventories consisted of the following at December 31:

                                           2000                1999
                                           ----                ----
                                                (in thousands)

         Finished Goods                  $ 16,969           $ 18,692
         Work-in-progress                  22,488             14,865
         Raw materials                     38,776             28,335
                                           ------             ------
                                           78,223             61,892
         Less provision for LIFO
                 method of valuation       (7,322)            (7,204)
                                          -------            -------
                                         $ 70,911           $ 54,688
                                         ========           ========

       Progress  billings  exceeded  related  contract  costs  by  $283,000  and
$3,257,000, at December 31, 2000 and 1999, respectively.  As such, these amounts
are  reported  as  a  liability  in  the  accompanying   consolidated  financial
statements.


5. PROPERTY AND EQUIPMENT

       Property and equipment consisted of the following at December 31:

                                                            Depreciation and
                                                            Amortization Est.
                                   2000         1999          Useful Lives
                                   ----         ----          ------------
                                    (in thousands)

        Land                     $  4,636     $  2,853
        Buildings                  28,639       26,792        19-39 Years
        Leasehold Improvements      4,839        4,415        15-39 Years
        Equipment                 105,763       96,028         3-10 Years
                                   -------   ---------
                                  143,877      130,088
        Accumulated Depreciation  (70,388)     (61,021)
                                 ---------     -------
                                 $ 73,489     $ 69,067
                                 ========     ========

         The above amounts include $1,267,000 and $851,000, at December 31, 2000
and 1999 respectively,  in assets that had not yet been placed in service by the
Company. No depreciation was recorded in the related periods for these assets.

         Depreciation and amortization expense related to continuing  operations
was  $9,985,000  $8,205,000,  and  $6,415,000,  for the years ended December 31,
2000, 1999, and 1998, respectively.


6. EQUITY INVESTMENTS

H. B. Smith Company Incorporated (HBS)

         The Company's investment in HBS is carried at a zero balance reflecting
the Company's equity in HBS' cumulative losses. The Company has no obligation to
fund future HBS operating losses.

Eafco, Inc. (EAFCO)

         The Company's forty-six and eight hundredths percent (46.8%) investment
in Eafco, Inc. was exchanged on November 2, 1998 for ninety-three and six tenths
percent  (93.6%)  of the  foundry  and  machining  operations  of  Eafco.  These
operations have subsequently conducted business under the name Boyertown Foundry
Company,  Inc. and are included in the Company's Metal Products  segment as more
fully described in Note 13.

Simione Central Holdings, Inc.

         As more fully described in Note 3, the Company has invested  $6,850,000
as of  December  31,  2000 in certain  preferred  equity  securities  of Simione
Central Holdings, Inc.

7. LONG TERM DEBT

Long-Term Debt consisted of the following:

                                         Dec. 31,                   Dec. 31,
                                           2000                       1999
                                           ----                       ----
                                                   (in thousands)

Revolving Loan Agreement                 $48,336                   $ 34,358
Note Payable                              15,000                        ---
Other Bonds and Notes Payable                322                        433
                                        ---------                  ---------
                                          63,658                     34,791
         Less Current Maturities         (63,418)                   (14,467)
                                         --------                   --------
                                       $     240                   $ 20,324
                                        =========                   ========

         Revolving  Loan  Agreement - The Company has a Revolving Loan Agreement
and Letter of Credit  Facility  (the  Agreement)  with a  commercial  bank.  The
Agreement  provides  $70 million of unsecured  revolving  credit  including  $10
million of standby  letter of credit  capacity.  Borrowings  under the Agreement
bear interest at a floating rate based on the bank's prime rate less one percent
(1.00%) or, at the discretion of the borrower, LIBOR plus a quoted market factor
or,  alternatively,  in  lieu of the  prime  based  rate,  a rate  based  on the
overnight  Federal  Funds Rate.  The  Agreement  has been extended on a one-year
basis through April 30, 2001. The Revolving Loan  Agreement  contains  financial
covenants,  which  require that the Company  maintain  certain  current  ratios,
working capital amounts,  capital bases and leverage ratios. This Agreement also
contains restrictions regarding the creation of indebtedness,  the occurrence of
mergers  or  consolidations,  the sale of  subsidiary  stock and the  payment of
dividends in excess of 50 percent (50%) of net income.

         Note  Payable - The Company has an  unsecured  uncommitted  Demand Loan
Facility with a second  commercial bank under which the Company can borrow up to
$25,000,000  on  a  LIBOR  basis.  The  facility  expires  on  April  30,  2001.
$15,000,000  was  outstanding  under the Demand Loan facility as of December 31,
2000.

         Other  Bonds and Notes  Payable - The  Company is  obligated  under the
terms of an  Industrial  Revenue  Bond (the  Bond)  secured by its  facility  in
Wyalusing,  Pennsylvania.  The Bond  bears  interest  at five  percent  (5%) and
matures on July 25, 2001. The outstanding balance under the Bond at December 31,
2000 was $22,000.  The Company's Hill Engineering  subsidiary is obligated under
an  Industrial  Revenue Bond  secured by certain of its  operating  assets.  The
outstanding  balance under the bond at December 31, 2000 was $300,000.  The bond
bears  interest  at  eighty  percent  (80%) of the  prime  rate and  matures  on
September 1, 2005.

         Cash paid for  interest  (including  interest  related to  discontinued
operations) was $2,644,000,  $1,951,000, and $1,256,000,  during the years ended
December 31, 2000, 1999, and 1998, respectively.

         Maturities  of  long-term  debt in each of the next  five  years are as
follows in thousands:


                          2001                                  $63,418
                          2002                                       50
                          2003                                       50
                          2004                                       40
                          2005                                      100
                                                               --------
                              Total                             $63,658
                                                                =======

         The fair value of the Company's  long-term  debt is estimated  based on
the current interest rates offered to the Company for debt of the same remaining
maturities.  Management  believes the carrying value of debt and the contractual
values of the outstanding  letters of credit approximate their fair values as of
December 31, 2000.


8. SHAREHOLDERS' EQUITY

         The Company has  authorized  common stock of 20,000,000  shares with no
par value,  and a stated value of $0.05 per share. As of December 31, 2000, John
E. Reed,  Chairman,  President  and CEO of the Company  and  Stewart B. Reed,  a
Director  of the Company and son of John E. Reed,  together  beneficially  own a
majority of the outstanding shares of the Company's common stock.

         By a vote of its  shareholders at its annual meeting of shareholders on
May 22, 1996,  the Company  amended its Articles of  Incorporation  to authorize
10,000,000  shares of a new class (or classes) of preferred stock (the Preferred
Stock) and to eliminate both its $5.00 convertible, non-cumulative,  non-voting,
$100 par,  preferred stock (the Convertible  Preferred) and its $6.00, $100 par,
redeemable preferred stock (the Redeemable  Preferred).  As of December 31, 2000
no shares of the Preferred Stock have been issued.


9. INCOME TAXES

         Income tax expense from discontinued operations was $561,000, $364,000,
and $1,666,000  for 2000,  1999,  and 1998,  respectively.  Income before income
taxes  included   foreign  income   (losses)  of   $1,559,000,   $223,000,   and
($1,166,000),  in  2000,  1999,  and  1998,  respectively.  Income  tax  expense
(benefit) from continuing operations consisted of the following:

                                2000                1999                 1998
                                ----                ----                 ----
                                              (in thousands)
Federal Income Tax:
                  Current    $ 5,694               $ 8,075              $ 7,763
                  Deferred     2,252                 1,137                 (406)
State Income Tax:
                  Current        831                   934                1,357
                  Deferred       238                   169                 (199)
Foreign Income Tax:
                  Current         18                    18                   18
                  Deferred       699                    96                 (612)
                             -------               --------             --------
         Income Taxes        $ 9,732              $ 10,429              $ 7,921
                             =======              ========              =======

         Total  income tax expense  from  continuing  operations  differed  from
"expected " income tax expense, computed by applying the U.S. federal income tax
rate of 35% to earnings before income tax, as follows:

                                      2000           1999            1998
                                      ----           ----            ----
                                                (in thousands)

Computed "expected" income tax     $ 9,147         $ 9,833        $ 7,518
State income tax,
     net of federal tax benefit        812             775            639
Foreign tax rate differential           47               7            (35)
Valuation Allowance                   (119)              0              0
Other - net                           (155)           (186)          (201)
                                  ---------      ----------       --------
Income Taxes                       $ 9,732        $ 10,429        $ 7,921
                                    =======       ========        =======

         A deferred income tax (expense)  benefit results from temporary  timing
differences  in the  recognition  of  income  and  expense  for  income  tax and
financial reporting purposes.  The components of and changes in the net deferred
tax assets  (liabilities)  which give rise to this deferred income tax (expense)
benefit for the year ended December 31, 2000 are as follows:


                                                     Change
                                    December 31,    (Expense)    December 31,
                                        1999         Benefit         2000
                                                 (in thousands)

Deferred Tax Assets:
Warranty Reserve                     $    523       $   283         $   806
Compensated Absences                      694           326           1,020
Inventory Valuation                       504           (55)            449
Accounts Receivable Valuation             569           148             717
Federal Tax Credit Carryforward             0           466             466
State Tax Operating Loss
   Carryforward                           172            89             261
Foreign Tax Operating Loss
     Carryforward                       1,024          (228)            796
Deferred Income on Sale of Assets
  to Non-consolidated Investees           159           ---             159
Other                                     140           (56)             84
                                      -------        -------         ------
Total Gross Deferred Tax Assets         3,785           973           4,758
Less Valuation Allowance                 (119)          119            ----
                                      -------         -----        --------
       Deferred Tax Assets           $  3,666      $  1,092        $  4,758

Deferred Tax Liabilities:
Prepaid Expenses                         (677)         (429)         (1,106)
Depreciation and Amortization          (3,490)       (1,906)         (5,396)
                                       -------       -------         -------
       Deferred Tax Liabilities        (4,167)       (2,335)         (6,502)
                                       -------       -------         -------
       Net Deferred Tax Liability    ($   501)    ($  1,243)      ($  1,744)


         A valuation allowance of $195,000 was established at December 31, 1993.
This allowance reflected uncertainties as to the realization of a portion of the
foreign tax  operating  loss carry  forward  identified  above.  This  valuation
allowance  was  adjusted  downward to $119,000 on December  31, 1995 because the
foreign operations  resulted in earnings for the year. At December 31, 2000, the
valuation  allowance was reversed.  It is  management's  belief that these carry
forwards will be fully utilized prior to the end of 2001.

         At December  31,  2000,  the Company has state tax  operating  loss and
foreign tax  operating  loss carry  forwards  of  approximately  $5,665,000  and
$1,750,000,  respectively,  which are  available to reduce  future  income taxes
payable,  subject to applicable  "carry  forward" rules and  limitations.  These
losses begin to expire after the following years:

                            State                                 Foreign

       2006                  ---                                   $ 1,750
       2007                $ 5,665                                    -
                           -------                                 -------
                           $ 5,665                                 $ 1,750
                           -------                                 -------

         Cash paid for income taxes was $ 7,756,000 $10,191,000,  and $7,876,000
for the years ended December 31, 2000, 1999, and 1998 respectively.


10. LEASES

         Related Party Leases

         The Company leases various manufacturing  facilities and equipment from
companies  owned by  certain  officers  and  directors  of the  Company,  either
directly or indirectly,  through  affiliates.  The leases generally provide that
the Company will bear the cost of property taxes and insurance.

         Details of the principal  operating  leases with related  parties as of
December  31, 2000  including  the effect of renewals  and  amendments  executed
subsequent to December 31, 2000 are as follows:

                                            Date               Basic    Minimum
                                             Of                Annual   Future
                                            Lease       Term   Rental   Rentals
Sterling Realty Trust
Land and Building - Main *                 01/01/00    5 years  $ 282   $ 1,128
Land and Building - Engineering            07/01/98    5 years     77       193
Land and Building - South Complex          01/01/94   14 years    257     1,799
Land and Building - Torrington             07/01/99    5 years    127       445
Land and Building -
     Torrington (1st Floor)***             07/01/99    5 years     76       266
Land and Building -
     Torrington (1st Floor)****            10/01/00    5 years     25       117

Machinery Rental
Machinery & Equipment                      01/01/93    5** years    -         -
(Westfield, Farmville, Wrens
     and South Windsor Locations)

Rohrschach Associates
Land and Building                          01/01/97    2 years     120      120

Rudbeek Realty Corp.
(Farmville Location)                       11/02/92    18.16 years 436    4,792

MacKeeber
(South Windsor Location)                   01/01/97    8 years     325    1,623

         * Lease expired December 31, 1999 and was renewed as of January 1, 2000
         for 5 years at a monthly rent expense of $23,500.

         ** On  January  1,  2000,  at the end of the lease  term,  the  Company
         purchased machinery and Equipment used at Westfield,  Farmville, Wrens,
         and South Windsor  locations  from  Machinery  Rental  Company,  paying
         $507,000.

         ***      On July 1, 1999 portion of the first floor was leased for 5
                  years at a monthly rent expense of $6,292.

         ****     On October 1, 2000 additional space on the first floor was
                  leased for 5 years at a monthly rent expense of $2,053.

     All Leases

         Rent  expense  for  operating  leases,  including  those  with  related
parties,  was  $3,066,000,  $2,685,000,  and  $2,801,000,  for the  years  ended
December 31, 2000, 1999, and 1998, respectively.


         Future  minimum lease payments  under all  noncancellable  leases as of
December 31, 2000 are as follows:
                                                         Operating
                  Year Ending December 31,                 Leases

                  2001                                    $ 3,338
                  2002                                      2,690
                  2003                                      2,476
                  2004                                      2,402
                  2005                                      1,707
            After 2005                                      3,664
                                                            -----

                  Total minimum lease payments           $ 16,277
                                                         ========


11. EMPLOYEE BENEFIT PLANS

       The Company maintains a qualified  non-contributory  profit-sharing  plan
covering  all eligible  employees.  Contributions  to the plan were  $1,296,000,
$1,183,000,  and  $1,118,000,  for the years ended December 31, 2000,  1999, and
1998, respectively.  Contributions to the Plan are defined as three percent (3%)
of gross wages up to the current Old Age,  Survivors,  and Disability,  (OASDI),
limit  and six  percent  (6%) of the  excess  over the Old Age,  Survivors,  and
Disability,  (OASDI),  limit,  subject to the maximum allowed under the Employee
Retirement  Income  Security Act,  (ERISA).  The plan's vesting terms are twenty
percent  (20%)  vesting  after 3 years of service,  forty  percent (40%) after 4
years,  sixty percent (60%) after 5 years,  eighty  percent (80%) after 6 years,
and one hundred percent (100%) vesting after 7 years.

       In  addition to the  profit-sharing  plan,  the  Company  also offers the
following defined contribution benefit plans:

       The Company maintains a Retirement  Savings Plan qualified under Internal
Revenue Code Section  401(k) for  employees  covered under  regional  collective
bargaining agreements.  Service eligibility  requirements differ by division and
collective  bargaining  agreement.  Participants may elect to have up to fifteen
percent (15%) of their compensation  withheld,  up to the maximum allowed by the
Internal  Revenue  Code.  Participants  may  also  elect  to make  nondeductible
voluntary  contributions  up to an  additional  ten percent (10%) of their gross
earnings each year within the legal limits.  The Company  contributes  differing
amounts  depending  upon  the  division's   collective   bargaining   agreement.
Contributions  are  funded on a current  basis.  Contributions  to the Plan were
$330,000,  $304,000,  and $302,000, for the years-ended December 31, 2000, 1999,
and 1998, respectively.

       The Company  maintains  a separate  qualified  401(k)  Plan for  salaried
employees  not  covered  by a  collective  bargaining  agreement,  who choose to
participate. Participants may elect to have up to fifteen percent (15%) of their
compensation  withheld,  up to the maximum allowed by the Internal Revenue Code.
Participants may also elect to make nondeductible  voluntary contributions up to
an  additional  ten percent  (10%) of their gross  earnings each year within the
legal  limits.  The  Company   contributes  $0.25  of  each  $1.00  deferred  by
participants and deposited to the Plan not to exceed one and five tenths percent
(1.5%) of an employee's compensation. The Company does not match any amounts for
withholdings   from  participants  in  excess  of  six  percent  (6%)  of  their
compensation or for any nondeductible voluntary contributions. Contributions are
funded on a current basis.  Contributions  to the Plan were $490,000,  $360,000,
and  $435,000,   for  the  years  ended  December  31,  2000,  1999,  and  1998,
respectively.

       The  Company  maintains  bonus  plans  for its  officers  and  other  key
employees. The plans generally allow for annual bonuses for individual employees
based  upon the  operating  results  of  related  profit  centers in excess of a
percentage of the Company's  investment in the respective  profit  centers.  The
Company maintains an employment agreement with its chief executive officer.

         Approximately  forty-two  percent (42%) of the Company's  employees are
covered under collective bargaining  agreements,  of which thirty-eight (38%) of
these employees are covered under agreements expected to be renewed in 2001.


12. COMMITMENTS AND CONTINGENCIES

         The  Company is subject to several  legal  actions and  proceedings  in
which various monetary claims are asserted.  Management, after consultation with
its corporate legal department and outside counsel, does not anticipate that any
ultimate  liability arising out of all such litigation and proceedings will have
a material adverse effect on the financial condition of the Company.

         The  Company is  obligated  as  guarantor  with  respect to the debt of
MacKeeber  Associates Limited  Partnership,  a Connecticut Limited  Partnership,
under  an  Industrial  Development  Bond  issued  in  1984  by  the  Connecticut
Development Authority. The balance outstanding under the bond as of December 31,
2000 was $595,000.

         The Company is  obligated  as a guarantor  with  respect to the debt of
Simione  Central  Holdings,  Inc. (see Note 3) to its primary  commercial  bank,
Wainwright  Bank & Trust  Company,  in the  amount of $6  million.  The  balance
outstanding  under Simione's credit line with Wainwright Bank & Trust Company as
of December 31, 2000 was $5,996,000.

         The Company is subject to numerous laws and regulations that govern the
discharge  and  disposal of  materials  into the  environment.  Liabilities  for
environmental  remediation  and/or  restoration are recorded when it is probable
that obligations have been incurred and the amounts can be reasonably estimated.
The Company is not aware, at present, of any material administrative or judicial
proceedings  against  the  Company  arising  under any  federal,  state or local
environmental protection laws or regulations (Environmental Laws) other than the
AG action vs.  Lockformer.  There are, however,  a number of activities in which
the  Company is engaged  under  Environmental  Laws.  The  Company is engaged in
various matters with respect to obtaining, amending or renewing permits required
under  Environmental Laws to operate each of its manufacturing  facilities.  The
Company or various of its  subsidiaries  have been named or  contacted  by state
authorities  and/or the Environmental  Protection Agency (the EPA) regarding the
Company's liability as a potentially responsible party (PRP) for the remediation
of several sites,  none of which,  in the judgment of  management,  would have a
material  adverse impact on the financial  condition or results of operations of
the Company. There have been releases of hazardous materials on a few parcels of
property  which are  presently  leased or operated by the Company.  Based on the
information presently available to it, which may not yet be complete, management
does not believe that the costs of  addressing  any of the releases  will have a
material  adverse effect on the Company's  financial  position or the results of
operations.


13. SEGMENT INFORMATION

Description  of the types of products  and services  from which each  reportable
segment derives its revenues:

         The Company has three reportable segments:  the manufacture of heating,
ventilating  and  air-conditioning  equipment  (HVAC),  the manufacture of metal
handling and metal forming  machinery  (Metal  Forming),  and the  production of
metal products  (Metal  Products).  As further  described in Note 3, the Company
discontinued its Computer Software segment during fiscal 2000.

         The  Company's  HVAC segment  manufactures  and sells a wide variety of
residential,  commercial and industrial heating,  cooling,  and air distribution
products to independent wholesales supply warehouses, to mechanical, sheet metal
and other  contractors,  and in some  cases to other  HVAC  manufacturers  under
original equipment manufacture (OEM) contracts. The products include finned tube
and baseboard radiation equipment,  gas fired heating and ventilating equipment,
air damper  equipment and related air  distribution  products and commercial and
residential boilers. The products are marketed under a number of franchise names
including Sterling, Beacon Morris, Smith, Hydrotherm,  RBI, Vulcan, Applied Air,
Alton, Aztec Sensible Cooling, Airfan Wing, AWV, ABI, Arrow, Koldwave, Anemostat
and Spacepak.  Assets totaling approximately  $13,090,000 acquired in the Cesco,
Louvers and Dampers,  and Airtherm LLC acquisitions,  as more fully described in
Note 2, have been added to the Company's HVAC segment.

         The Company's  Metal Products  segment  manufactures a variety of metal
products  including  flexible  metal hose and gray iron  castings.  This segment
sells its products mostly as components to  manufacturers  who incorporate  them
into  their  own  products.  In  some  cases  flexible  metal  hose  is  sold to
distributors.

         The Company's Metal Forming segment  designs,  manufactures and sells a
variety of metal  forming  equipment and related  machinery  under names such as
Cooper-Weymouth,  Peterson,  Dahlstrom,  Hill  Engineering,  CoilMate/Dickerman,
Rowe, B & K Rotary;  Lockformer and Iowa Precision Industries.  The products are
sold through independent dealers in most cases to end-users and in some cases to
other original equipment manufacturers.  The products include roll formers, wing
benders,  coil feeds,  straighteners,  cradles,  cut-to-length lines,  specialty
dies, plasma cutting  equipment,  rotary punch, tube feed and cut-off and flying
cut-off saws.  Assets totaling  approximately  $2,800,000  acquired in the B & K
Rotary acquisition on February 10, 2000, as more fully described in Note 2, have
been added to the Company's Metal Forming segment. Assets totaling approximately
$49,400,000  acquired in the Met-Coil acquisition on June 3, 2000, as more fully
described  in Note 2,  have  also  been  added to the  Company's  Metal  Forming
segment.  The operating  units of Met-Coil are The  Lockformer  Company and Iowa
Precision, Inc.

Measurement of segment profit or loss and segment assets:

         The Company  evaluates  performance  and allocates  resources  based on
profit or loss from operations before interest expense and income taxes,  (EBIT)
not including  non-operating  gains and losses.  The accounting  policies of the
reportable  segments  are  the  same  as  those  described  in  the  summary  of
significant accounting policies.  Inter-segment sales and transfers are recorded
at prices substantially  equivalent to the Company's cost; inter-company profits
on such inter-segment sales or transfers are not material.

 Factors management used to identify the enterprise's reportable segments:

         The  Company's  reportable  segments  are  business  units  that  offer
different products.  The reportable segments are each managed separately because
they  manufacture  and distribute  distinct  products using distinct  production
processes intended for distinct marketplaces.

Information  presented in the following tables relates to continuing  operations
only.

Year ended
December 31, 2000
          ($ in thousands)
                                             Metal     Metal   All
                                      HVAC  Products Forming  Other    Totals
                                      ----  -------- -------  -----    ------
Revenues from External Customers   $ 271,918  39,816  63,424     829   $375,987

Intersegment & Intrasegment Revenues  $6,170   7,358     221     ---    $13,749

Interest Expense                        $640     118     362     ---     $1,120

Depreciation Expense                  $5,289   1,338   1,420      11     $8,058

Amortization Expense                    $747     186     994     ---     $1,927

Segment Operating Profit             $16,494   6,787   4,143    (319)   $27,105

Segment Assets                      $147,976  27,294  83,515     251   $259,036

Expenditures for                      $5,376     914     689     ---     $6,979
Long-lived Assets (1)




<PAGE>



Year ended
December 31, 1999
          ($ in thousands)
                                                Metal    Metal    All
                                        HVAC  Products  Forming  Other   Totals

Revenues from External Customers
                                     $ 254,451  35,138   37,116  1,440 $ 328,145
Intersegment & Intrasegment Revenues
                                       $ 8,009   6,491    1,848    ---  $ 16,348
Interest Expense                          $ 33       7        8    ---      $ 48

Depreciation Expense                   $ 4,263   1,312    1,698    ---   $ 7,273

Amortization Expense                     $ 384     187      361    ---     $ 932

Segment Operating Profit              $ 20,445   6,813    1,727    208  $ 29,193

Segment Assets                       $ 134,969  28,782   36,382    501  $200,634

Expenditures for
Long-lived Assets (1)                  $ 5,185     453    1,476    ---   $ 7,114


Year ended
December 31, 1998
          ($ in thousands)
                                               Metal   Metal     All
                                      HVAC   Products Forming   Other   Totals
(2.)

Revenues from External Customers
                                   $ 229,704  18,466   41,265   1,729  $ 291,164
Intersegment & Intrasegment Revenues
                                     $ 7,851   1,046      234     ---    $ 9,131
Interest Expense                         ---     ---      ---     ---        ---

Depreciation Expense                 $ 3,870     557    1,168     ---    $ 5,595

Amortization Expense                   $ 231     216      373     ---      $ 820

Segment Operating Profit            $ 15,534   1,797    4,135     671   $ 22,137

Segment Assets                     $ 113,796  24,630   29,916     ---  $ 168,342

Expenditures for
Long-lived Assets (1)                $ 3,064     282    1,025     ---    $ 4,371


(1)  Excludes long-lived assets acquired via business acquisition.

(2.) The Company's investment in Eafco, Inc.,  historically accounted for on the
equity method, was exchanged on November 2, 1998 for ninety-three and six tenths
percent (93.6%) of the foundry and machining  operations of Eafco.  The business
assets thus acquired and the related  results of operations  are included in the
Metal Products segment subsequent to that date.

RECONCILIATION WITH CONSOLIDATED DATA:

Revenues                                           2000      1999       1998
--------                                           ----      ----       ----

Total external revenues for reportable segments $ 375,987  $ 328,145  $ 291,164
Inter & Intrasegment revenues
             for reportable segments               13,749     16,348      9,131
Elimination of Inter & Intrasegment revenues      (13,749)   (16,348)    (9,131)
                                               -----------  --------- ----------
     Total consolidated revenues                $ 375,987  $ 328,145  $ 291,164
                                                =========  =========  =========

Profit or Loss

Total profit or loss for reportable segments     $ 27,105   $ 29,193   $ 22,137
Interest Expense                                   (1,120)       (48)       ---
Other income (expense) net                            149     (1,050)      (656)
                                               ----------  ----------  ---------
              Income before income taxes         $ 26,134   $ 28,095   $ 21,481
                                                 ========    ========  ========

Assets:

Total assets for reportable segments            $ 259,036  $ 200,634  $ 168,342
Discontinued operations assets:
      MCS, Inc. assets                               ---       6,760      5,589
      National Northeast assets                    34,453     34,859     31,212
                                               ----------   --------  ---------
         Total consolidated assets              $ 293,489  $ 242,253  $ 205,143
                                                =========  =========  =========

GEOGRAPHIC INFORMATION:

                                         2000           1999          1998
Revenues:

United States                         $ 353,736      $ 308,149     $ 267,423
Canada                                   14,958         13,443        17,310
Other Foreign Countries                   7,293          6,553         6,431
                                     -----------    -----------   -----------
     Consolidated Total               $ 375,987      $ 328,145     $ 291,164
                                      =========      =========     =========


Long Lived Assets:

United States                         $128,325        $ 69,242      $ 53,267
Canada                                   1,829           2,048         1,904
Other Foreign Countri                      ---             ---           ---
                                    -----------      ---------     ---------
Consolidated Total                    $130,154        $ 71,290      $ 55,271
                                      ========        ========      ========


14. SELECTED QUARTERLY INFORMATION (UNAUDITED)

         The  table  below  sets  forth  selected  quarterly   information  from
continuing operations for each full quarter of 2000 and 1999.


(Dollars in thousands except per common share amounts).
2000                      1st               2nd            3rd           4th
--------------------------------------------------------------------------------
                         Quarter          Quarter         Quarter       Quarter

Total Revenues           $ 80,566        $ 82,670        $105,867     $ 106,885
Gross Profit             $ 23,643        $ 23,295        $ 29,131      $ 32,733

Net Income               $  3,613       $   2,540       $   3,872     $   6,377
Per Common Share:
     Basic             $     0.42      $     0.29      $     0.44    $     0.73
     Diluted           $     0.42      $     0.29      $     0.44    $     0.72


1999                       1st              2nd             3rd           4th
--------------------------------------------------------------------------------
                          Quarter         Quarter         Quarter       Quarter

Total Revenues           $ 70,672        $ 76,714        $ 87,062      $ 93,697
Gross Profit             $ 20,229        $ 22,292        $ 24,415      $ 31,313

Net Income              $   3,282       $   3,235       $   4,230     $   6,919
Per Common Share:
     Basic             $     0.37      $     0.36      $     0.48    $     0.78
     Diluted           $     0.37      $     0.36      $     0.48    $     0.78


15. COMMON STOCK BUYBACK PROGRAM

         In 2000  and  1999 the  Company  continued  its  program  of  selective
"open-market" purchases. 20,900 and 126,302 of such shares were acquired in 2000
and 1999, respectively. All such shares are accounted for as treasury shares.


16. STOCK OPTION PLANS

         On March 20, 1996 the Company  adopted a stock option plan, the Mestek,
Inc.  1996 Stock Option  Plan,  (the Plan),  which  provides for the granting of
options to purchase  500,000  shares of the  Company's  common  stock.  The Plan
provides  for the  awarding of  incentive  and  non-qualified  stock  options to
certain employees of the Company and other persons, including directors, for the
purchase of the  Company's  common stock at fair market value on the grant date.
The Plan was approved by the  Company's  shareholders  on May 22, 1996.  Options
granted under the plan vest over a five-year period and expire at the end of ten
years.

         A summary of transactions  for the years ended December 31, 2000, 1999,
and 1998, are as follows:
                                                                   Weighted
                                         Number of                  Average
                                          Options                Exercise Price

         Balance - December 31, 1996       90,000                    $13.75
                                           --------------------------------

         Balance - December 31, 1997       90,000                    $13.75
                                           --------------------------------

         Balance - December 31, 1998       90,000                    $13.75
         Granted                           85,000                    $20.00
                                           --------------------------------

         Balance - December 31, 1999      175,000                    $16.79
                                          ---------------------------------

         Balance - December 31, 2000      175,000                    $16.79
                                          ---------------------------------

         Options  exercisable  for the years ended December 31, 2000,  1999, and
1998,  were 89,000,  54,000,  and 36,000,  respectively.  The  weighted  average
exercise price for all exercisable options as of December 31, 2000 was $14.94.

         Effective in 1996,  the Company  adopted the provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation,
SFAS No. 123. As permitted by the statement,  the Company has chosen to continue
to account for  stock-based  compensations  using the intrinsic  value method as
prescribed  by  Accounting  Principles  Board  Opinion No. 25.  Accordingly,  no
compensation expense has been recognized for its stock-based compensation plan.

         The  weighted  average  fair  value at the date of  grant  for  options
outstanding as of December 31, 2000, 1999 and 1998 were $8.32 $8.32,  and $7.27,
respectively.  No options were granted during 2000. The fair value of options at
the date of grant was estimated using the Black-Scholes model with the following
weighted average assumptions:

                                               Options
                                              Granted in

                                        1999              1998
                                        ----              ----
         Expected life (years)            10                10
         Interest                       4.81%             6.56%
         Volatility                    23.75%            22.50%
         Dividend yield                    0%                0%


         Had the fair value method of  accounting  been applied to the Company's
stock option plan, with  compensation  cost for the Plan determined on the basis
of the fair value of the options at the grant date, the Company's net income and
earnings per share would have been as follows:

                                                  Years Ended

                                        December 31,  December 31,  December 31,
                                             2000        1999          1998
                                         -----------  -----------   -----------
         Net income - as reported          $17,068     $17,917       $16,064
         Net income - pro forma             16,893      17,748        15,985

         Earnings per share - as reported    $1.95       $2.02         $1.80
         Earnings per share - pro forma      $1.93       $2.00         $1.79

         The  application  of  SFAS  123  for pro  forma  disclosure  may not be
representative of future effects of applying the statement.


17.  SUBSEQUENT EVENTS / DISCONTINUED OPERATIONS

National Northeast Corporation:
On  January  9,  2001,  the  Company  completed  the  sale  of its  89.5%  owned
subsidiary, National Northeast Corporation, (National), an aluminum extruder and
heat  sink  fabricator,  to Alpha  Technologies  Group,  Inc.  for a total  cash
consideration of $49,900,000.  The Company's net proceeds,  after accounting for
the minority  interest,  was approximately  $45,000,000,  resulting in a pre-tax
gain of approximately $17,000,000.  The Company will account for the transaction
in its  first  quarter  2001  financial  statements  as a Gain  on  Disposal  of
Discontinued Operations in accordance with APB30.

The operations of National are separately  reported in accordance  with APB30 in
the accompanying Consolidated Statements of Income for the years 2000, 1999, and
1998  under the  heading  Income  From  Discontinued  Operations.  National  was
formerly included in the Company's Metal Products segment.  Interest expense has
been allocated to the operations of National  based on  indebtedness  related to
the  Company's  investment in National  during 2000,  1999,  and1998.  Corporate
General &  Administrative  expenses  originally  allocated to National  totaling
$428,000,   $255,000,   and  $140,000  for  the  years  2000,  1999,  and  1998,
respectively,  have been reallocated to the Company's  continuing  operations in
accordance with APB30. Revenues for National were $37,474,000,  30,477,000,  and
32,279,000 for the years 2000, 1999, and 1998, respectively.

Summarized  financial  information for the  discontinued  National operations,
is as follows:

                                                       Years ended
                                              2000        1999         1998
                                              ----        ----         ----
                                                      (in thousands)

       Operating Revenues                    $37,474      $30,477     $32,279

       Income before Provision
            for Income Taxes                  $1,705        ($157)     $2,458

       Income from Discontinued Operations
              Net of Income Tax                 $977        ($215)     $1,478



                                                  2000             1999
                                                  ----             ----
                                                      (in thousands)

       Current Assets                             $9,736         $8,001
       Total Assets                              $34,453        $34,859

       Current Liabilities                        $2,495         $2,079
       Total Liabilities                          $4,572         $3,563

       Net Assets of Discontinued Operations     $29,881        $31,296


MCS, Inc.:
As more fully explained in Note 3, on March 7, 2000 the Company distributed 100%
of the  common  stock  of MCS,  Inc.  (MCS)  to the  Company's  shareholders  in
connection  with the  merger  of MCS and  Simione  Central  Holdings,  Inc.  The
operations  of MCS prior to that date (with the  exception of MCS's  ProfitWorks
division  which  was  not  distributed)  are  accounted  for  as a  discontinued
operation  in  accordance  with  APB 30 and  are  reported  in the  Consolidated
Financial Statements under the heading Income from Discontinued Operations.




<PAGE>


                                    PART III

         With  respect to items 10 through  13, the  Company  will file with the
Securities and Exchange  Commission,  within 120 days of the close of its fiscal
year, a definitive proxy statement pursuant to Regulation 14-A.


Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information regarding directors of the Company will be set forth in the
Company's proxy  statement  relating to the annual meeting of shareholders to be
held June 7, 2001,  and to the extent  required and except as set forth therein,
is incorporated herein by reference. Information regarding executive officers of
the Company is set forth under the caption "Executive Officers".


Item 11 - EXECUTIVE COMPENSATION

         Information  regarding executive  compensation will be set forth in the
Company's proxy  statement  relating to the annual meeting of shareholders to be
held June 7, 2001,  and, to the extent required and except as set forth therein,
is incorporated herein by reference.

         The report of the  Compensation  Committee of the Board of Directors of
the  Company  shall not be  deemed  incorporated  by  reference  by any  general
statement  incorporating  by reference the proxy statement into any filing under
the  Securities  Exchange Act of 1934,  and shall not  otherwise be deemed filed
under such Act.


Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information  regarding  security ownership of certain beneficial owners
and management will be set forth in the Company's  proxy  statement  relating to
the annual meeting of  shareholders  to be held June 7, 2001, and, to the extent
required and except as set forth therein, is incorporated herein by reference.


Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information  regarding certain  relationships and related  transactions
will be set  forth in the  Company's  proxy  statement  relating  to the  annual
meeting of shareholders to be held June 7, 2001, and, to the extent required and
except as set forth therein, is incorporated herein by reference.




<PAGE>


                                     PART IV


Item 14 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K


                                      INDEX
                                                                       Pages of
                                                                    this report
--------------------------------------------------------------------------------


Independent Auditors' Reports                                            Page 18

Financial Statements:

(a)(1)   Consolidated Balance Sheets as of December 31, 2000 and 1999
                                                                 Pages 19 and 20

     Consolidated Statements of Income for the Years
     Ended December 31, 2000, 1999, and 1998                             Page 21

     Consolidated Statements of Shareholders' Equity for
     the Years Ended December 31, 2000, 1999, and 1998                   Page 22

     Consolidated Statements of Cash Flows for the Years
         Ended December 31, 2000, 1999, and 1998                         Page 23

     Notes to the Consolidated Financial Statements           Page 24 through 40

(a)(2)   Financial Statement Schedules                                   Page 42

     II. Valuation and Qualifying Accounts                               Page 43

     All other financial statement schedules required by Item 14(a)(2) have been
omitted because they are  inapplicable  or because the required  information has
been included in the consolidated financial statements or notes thereto.

(a)(3)   Exhibits

     The Exhibit Index is set forth on Pages 44 through 46

     No annual report to security  holders as of December 31, 2000 has been sent
to  security  holders  and no proxy  statement,  form of  proxy  or other  proxy
soliciting  material  has been  sent by the  registrant  to more than ten of the
registrant's  security  holders with  respect to any annual or other  meeting of
security  holders  held or to be held in 2001.  Such  annual  report to security
holders,  proxy statement or form of proxy will be furnished to security holders
subsequent to the filing of this Annual Report on Form 10-K.




<PAGE>





                                 Schedule II




                                  MESTEK, INC.
                        Valuation and Qualifying Accounts
                   Years ended December 31, 2000, 1999, and 1998




                          Bal. at     Charged             Bad Debt       Bal.
                          at Beg.       to       Other   Write-offs     at end
Year     Description      of Year     expense     (1)       (2)         of Year
--------------------------------------------------------------------------------

2000     Allowance
         for doubtful
         accounts         $ 3,627    $ 1,426   $   70    ($ 1,377)    $ 3,746

1999     Allowance
         for doubtful
         accounts         $ 3,443    $ 1,432    $  27    ($ 1,275)    $ 3,627

1998     Allowance
         for doubtful
         accounts         $ 2,529    $ 1,165    $  57    ($   308)    $ 3,443

  (1) Includes  recoveries of amounts previously  written-off and allowances for
      doubtful accounts of acquired companies.

  (2) Bad debts written off.



<PAGE>


  EXHIBIT INDEX

         Those documents  followed by a parenthetical  notation are incorporated
herein by  reference  to  previous  filings  with the  Securities  and  Exchange
Commission as set forth below.

Exhibit No.
Description
*************

3.1      Articles of Incorporation of Mestek, Inc., as amended               (H)

3.2      Amended and Restated By-laws of Mestek, Inc. as amended through
         December 12, 2000

10.1     Employment Agreement dated January 1, 1982 between Mestek
         and John E. Reed                                                    (A)

10.2     Lease  Agreement  dated  January 1, 2000  between  Mestek  (lessee) and
         Sterling Realty Trust (lessor); 260 North Elm

10.3     Lease dated January 1, 1994 between Mestek (lessee) and
         Sterling Realty Trust (lessor); South Complex                       (D)

10.4     Amended and Restated Lease Agreement dated as of July 1, 1997
         between Mestek, Inc. (lessee) and Rudbeek Realty Corp. (lessor)     (J)

10.5     Amended and Restated Lease Agreement dated as of January 1, 1997
         between Vulcan Radiator Division, Mestek, Inc. (lessee) and
         MacKeeber Associates Limited Partnership (lessor).                  (H)

10.6     Loan  Agreement   dated  as  of  May  1,  1984  among  the  Connecticut
         Development  Authority  (the  "CDA"),  MacKeeber  Limited  Partnership,
         Vulcan  Radiator  Corporation  and  the  Promissory  Notes  thereunder;
         Guaranty of Vulcan Radiator Corporation and Reed National Corp.
         to the Connecticut Bank and Trust Company, NA                       (A)

10.7     Indemnification Agreements entered into between Mestek, Inc. and
         its Directors and Officers and the Directors of its wholly-owned
         subsidiaries incorporated by reference as provided herein, except
         as set forth in the attached schedule                               (C)

10.8     Share Purchase Agreement relating to the acquisition of capital
         stock of Ruscio Brothers Refractory, Ltd. And Rainbow Electronics
         Spotwelding Equipment, Ltd. dated April 29, 1998 by and between
         1291893 Ontario, Inc. as Buyer and Domenic Ruscio, et al.,
         as Sellers.                                                         (K)

10.9     Lease Agreement dated July 1, 1998 between Mestek (lessee) and
         Sterling Realty Trust (lessor); 161 Notre Dame                      (L)

10.10    Mortgage Note dated February 1, 1986 between Arrow United Industries,
         Inc. and Chemical Bank; said Note assumed by Mestek, Inc. in the
         purchase of certain assets of Arrow United Industries, Inc.         (D)

10.11    1996 Mestek, Inc. Stock Option Plan.                                (G)

10.12    Amended and Restated Revolving Loans and Foreign Exchange Facilities
         Agreement between Mestek, Inc. and Bank Boston dated July 15, 1997. (I)

10.13    Lease dated January 1, 1997 between Pacific Air Balance, Inc. (Lessee)
         and Production Realty, Inc. (Lessor).                               (I)

10.14    Supplemental Executive Retirement Agreements entered into between
         Mestek, Inc. and certain of its officers.                           (I)

10.15    Lease dated July 1, 1999 between Mestek (Lessee) and
         Sterling Realty Trust (Lessor) for 1st floor - Torrington Building. (M)

10.16    Lease dated July 1, 1999 between Mestek (Lessee) and
         Sterling Realty Trust (Lessor) for 3rd & 4th Floor - Torrington
         Building.                                                           (M)

10.17    Lease dated October 1, 2000 between Mestek (Lessee) and
         Sterling Realty (Lessor); 1st Floor Torrington Building

10.18    Bill of Sale dated January 1, 1999 between Mestek (Purchaser) and
         Sterling Realty Company (Seller).                                   (M)

10.19    Bill of Sale dated January 1, 1999 between Mestek (Purchaser) and
         Elizabeth C. Reed Trust (Seller).                                   (M)

10.20    Bill of Sale dated January 1, 2000 between Mestek (Purchaser) and
         Machinery Rental Company (Seller)                                   (M)

10.21    Asset Purchase Agreement dated March 18, 1999 among CTS Corporation,
         Dynamics Corporation of America, and Mestek, Inc.                   (E)

10.22    Second Amended and Restated Agreement and Plan of Merger and
         Investment Agreement dated October 25, 1999 among Simione Central
         Holdings, Inc., MCS, Inc., Mestek, Inc., John E. Reed, Stewart B. Reed,
         and E. Herbert Burk.                                                (F)

10.23    Agreement and Plan of Reorganization by and between Formtek
         Acquisition, Inc., Formtek, Inc., and Met-Coil Systems Corporation
         dated March 13, 2000.
                                                                             (M)

10.24    Stock Purchase Agreement dated September 18, 2000 between Mestek, Inc.
         and Alpha Technologies Group, Inc.

10.24.1  Amendment No. 1 dated November 10, 2000 to the Stock Purchase Agreement
         dated September 18, 2000 between Mestek, Inc. and Alpha Technologies
         Group, Inc.

11.1     Schedule of Computation of Earnings per Common Share.

22.1     Subsidiaries of Mestek, Inc.

        (A)      Filed as an Exhibit to the Registration Statement 33-7101,
                 effective July 31, 1986

        (B)      Filed as an Exhibit to the Current Report on Form 8-K dated
                 July 2, 1987

        (C)      Filed as an Exhibit to the Annual Report on Form 10-K for the
                 year ended December 31, 1987

        (D)      Filed as an Exhibit to the Annual Report on Form 10-K for the
                 year ended December 31, 1993

        (E)      Filed as an Exhibit to the Current Report on Form 8-k dated
                 April 6, 1999.

        (F)      Incorporated by reference from the from the Form 10 file by
                 MCS, Inc. with the Securities and Exchange Commission on
                 October 26, 1999, File No. 000-27829.

        (G)      Filed as an  Exhibit to the  Quarterly  Report on Form 10-Q for
                 the quarter ended September 30, 1996.

        (H)      Filed as an Exhibit  to the Annual  Report on Form 10-K for
                 the year ended December 31, 1996.

        (I)      Filed as an  Exhibit to the  Quarterly  Report on Form 10-Q for
                 the quarter ended September 31, 1997.

        (J)      Filed as an  Exhibit  to the  Annual  Report on Form 10-K for
                 the year ended December 31, 1997.

        (K)      Filed as an Exhibit  to the  Quarterly  Report on Form 10-Q for
                 the quarter ended June 30, 1998.

        (L)      Filed as an Exhibit  to the  Quarterly Report on Form 10-Q for
                 the quarter ended March 31, 1999.

        (M)      Filed as an  Exhibit  to the  Annual  Report on Form 10-K for
                 the year ended December 31, 1999.


<PAGE>


                                                                   Exhibit 11.1


                                  MESTEK, INC.
              Schedule of Computation of Earnings Per Common Share




                                                  Years Ended December 31,
                                          2000           1999          1998
                                       ---------      ---------     ---------

Income from Continuing Operations         16,402         17,666        13,560
Income from Discontinued Operations          666            251         2,504
Net Income                             $  17,068      $  17,917     $  16,064
                                       =========      =========     =========

Basic Earnings per Common Share:
     Continuing Operations                 $1.87          $1.99         $1.52
     Discontinued Operations                 .08            .03           .28
                                        ---------     ---------      --------
     Net Income                         $   1.95      $    2.02     $    1.80
                                        ========      =========     =========

Basic Weighted Average Shares Outstanding  8,744          8,857         8,921
                                        ========      =========     =========

Diluted Earnings Per Common Share
     Continuing Operations              $   1.87      $    1.99      $   1.52
     Discontinued Operations                 .08            .03           .28
                                       ---------      ---------      --------
     Net Income                        $    1.95      $    2.02      $   1.80
                                       =========      =========      ========

Diluted Weighted Average
    Shares Outstanding                     8,760          8,887         8,949
                                       =========      =========      ========





<PAGE>

                                                                   Exhibit 22.1



                              LIST OF SUBSIDIARIES
                                AT MARCH 20, 2001

                                                             Jurisdiction of
  Name                                                          Formation
  ----                                                          ---------
  Advanced Thermal Hydronics, Inc.                              Delaware
  Alapco Holding, Inc.                                          Delaware
  Anemostat, Inc                                                Delaware
  Boyertown Foundry Company                                     Pennsylvania
  Deltex Partners, Inc.                                         Delaware
  Formtek, Inc.                                                 Delaware
     Met-Coil Systems Corporation.                              Delaware
     Hill Engineering, Inc.                                     Illinois
  Gentex Partners, Inc.                                         Texas
     Mestex, Ltd. (Texas limited partnership)                   Texas
     Yorktown Properties, Ltd. (Texas limited partnership)      Texas
  HBS Acquisition Corporation                                   Delaware
  Keyser Properties, Inc.                                       Delaware
  Lexington Business Trust (Massachusetts business trust)       Massachusetts
Mestek Canada, Inc.                                             Ontario
     1291893 Ontario, Inc.                                      Ontario
           Ruscio Brother Refractory, Ltd.                      Ontario
           988721 Ontario, Inc.                                 Ontario
Mestek Foreign Sales Corporation                            U.S. Virgin Islands
Mestek Technology, Inc.                                         Delaware
National Northeast Corporation                                  Delaware
Omega Flex, Inc.                                                Pennsylvania
Pacific/Air Balance, Inc.                                       California
TEK Capital Corporation                                         Delaware
Westcast, Inc.                                                  Massachusetts


<PAGE>


                                                                 Exhibit 10.12

                         SCHEDULE OF DIRECTORS/OFFICERS
                           Indemnification Agreements

     The Indemnification Agreement entered into by the Directors and/or Officers
of Mestek,  Inc. and certain Directors of Mestek's wholly owned subsidiaries are
identical in all respects,  except for the name of the  indemnified  director or
officer and the date of execution.

     Set forth  below is the  identity of each  director  and officer of Mestek,
Inc. and the date upon which the above Indemnification Agreement was executed by
the Director or Officer.


     Director and/or Officer                               Year of Execution

     A. Warne Boyce                                               1987
     E. Herbert Burk                                              1987
     William J. Coad                                              1987
     David R. Macdonald                                           1987
     David M. Kelly                                               1996
     Winston R. Hindle, Jr.                                       1995
     David W. Hunter                                              1987
     John E. Reed                                                 1987
     Stewart B. Reed                                              1987
     James A. Burk                                                1987
     R. Bruce Dewey                                               1990
     Richard J. McKnight                                          1987
     Jack E. Nelson                                               1996
     William S. Rafferty                                          1990
     Stephen M. Shea                                              1987
     Charles J. Weymouth                                          1995
     Kevin R. Hoben                                               1996
     Stephen M. Schwaber                                          1997
     Phil K. LaRosa                                               1997
     Robert P. Kandel                                             1997
     Richard E. Kessler                                           1997
     Timothy P. Scanlan                                           1997





<PAGE>


                                   SIGNATURES


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

                                                    MESTEK, INC.


Date:  March 31, 2001                 By:    /S/ John E. Reed
                                      ------------------------------------------
                                      John E. Reed, Chairman of the Board
                                      and Chief Executive Officer

Date:  March 31, 2001                 By:    /S/ Stephen M. Shea
                                      ------------------------------------------
                                      Stephen M. Shea, Senior Vice President
                                      Finance, Chief Financial Officer



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




Date:  March 31, 2001                  By:    /S/ A. Warne Boyce
                                       -----------------------------------------
                                       A. Warne Boyce, Director




Date:  March 31, 2001                  By:    /S/ E. Herbert Burk
                                       -----------------------------------------
                                       E. Herbert Burk, Director




Date:  March 31, 2001                  By:    /S/ William J. Coad
                                       -----------------------------------------
                                       William J. Coad, Director






<PAGE>



Date:  March 31, 2001                  By:    /S/ David M. Kelly
                                       -----------------------------------------
                                       David M. Kelly, Director




Date:  March 31, 2001                  By:    /S/ Winston R. Hindle, Jr.
                                       -----------------------------------------
                                       Winston R. Hindle, Jr., Director




Date:  March 31, 2001                  By:    /S/ David W. Hunter
                                       -----------------------------------------
                                       David W. Hunter, Director




Date:  March 31, 2001                  By:    /S/ David R. Macdonald
                                       -----------------------------------------
                                       David R. Macdonald, Director




Date:  March 31, 2001                  By:    /S/ John E. Reed
                                       -----------------------------------------
                                       John E. Reed, Director




Date:  March 31, 2001                  By:    /S/ Stewart B. Reed
                                       -----------------------------------------
                                       Stewart B. Reed, Director