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, 1999

                                  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__

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

The aggregate market value of voting common shares held by non-affiliates of the
registrant  as  of  March  7,  1999,  based  upon  the  closing  price  for  the
registrant's common stock as reported in The Wall Street Journal as of such date
was $47,454,674.

The number of shares of the registrant's  common stock issued and outstanding as
of March 7, 2000 was 8,743,103.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy  statement  relating to the annual meeting of shareholders
of the registrant to be held on May 12, 2000 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 decoiling
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  complimentary 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 for tax purposes 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 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 2 to the consolidated financial
statements.

         On March  14,  2000,  the  Company  and  MetCoil  Systems  Corporation,
(MetCoil)  announced that they have entered into a definitive  merger  agreement
under which MetCoil will be merged into a wholly owned subsidiary of the Company
for approximately $32 million.

         The merger is subject to approval by MetCoil's  stockholders and review
under the Hart-Scott-Rodino  Act. All other conditions will be further described
in a proxy  statement  to be  mailed  to  MetCoil's  stockholders.  The Board of
Directors of MetCoil has unanimously  recommended that stockholders  approve the
merger.

         MetCoil   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,  1999 of $45.8  million.  MetCoil's
products are complementary with those of the Company's Metal Forming Segment.

         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 four continuing  business  segments:  Heating,
Ventilating,  and Air Conditioning  Equipment ("HVAC")  manufacturing;  Computer
Software Development and Systems Design; 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.

         The Company  divested its Computer  Systems segment on March 7, 2000 as
explained above.

         The Company and its subsidiaries together employed  approximately 3,050
persons as of December 31, 1999.

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" and "Beacon-Morris".  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", "Koldwave", "Air
Fan",  and "Nesbitt"  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; and Wrens, Georgia. 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",  and "Arrow".  These  products are  manufactured  at the Company's
plants in Wrens,  Georgia;  Los Angeles,  California;  Bradner,  Ohio;  Waldron,
Michigan; Springfield, Ohio, and Wyalusing, Pennsylvania. The Reed Division also
manufactures industrial and power plant dampers in Los Angeles, 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
approximately 2300 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 effect 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, 1999.

         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 it 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 and
Dynaforce product lines.

         Expenditures for research and development for the HVAC segment in 1999,
1998, and 1997 were$1,735,000,  $1,415,000,  and $941,000 respectively.  Product
development efforts are necessary and ongoing in all product markets.

         The Company believes that compliance with  environmental  laws will not
have a financially material effect on its operations in 2000.

COMPUTER SOFTWARE DEVELOPMENT AND SYSTEM DESIGN

         The business of Mestek's wholly owned subsidiary,  MCS, Inc. ("MCS") is
primarily related to the sales and service of business applications software for
the home health services information systems marketplace.  Services to customers
include  preparation  of computer  programs  and  software to meet the  customer
needs,  providing computer hardware when required,  installing the system at the
customer's business, and providing continuing support services.

         The most  significant  systems which MCS has available are MestaMed,  a
third-party billing, general ledger, accounting and inventory control system for
providers of durable  medical  equipment,  home health care,  infusion  therapy,
rehabilitation  programs,  and  hospice  services,  and  ProfitWorks,  a  system
utilized by lumber, electrical,  plumbing, and manufacturer's representatives to
manage order entry, inventory,  purchasing,  accounts receivable, and reporting.
Support  includes  software   enhancements,   diagnostic  access,  and  training
seminars.  MestaMed is the only supplier of an integrated solution for providers
of home  health  services.  MestaMed  is  available  on a  variety  of  hardware
platforms  and  operating   systems  including  UNIX  and  various  Intel  based
platforms.

         MCS's  products were  developed in what are today  regarded as "legacy"
environments.  Nevertheless,  by the continual  application  and  utilization of
tools developed by others,  MCS has been able to sustain and improve the utility
of its products and offer such  products on a variety of hardware and  operating
systems  platforms,  including Windows NT.  Developments  undertaken during 1999
include a  graphical  user  interface  (GUI)  for  applicable  modules  and open
database  compliant (ODBC) features.  At the same time, the Company continues to
look at developing or acquiring new products based upon third  generation  tools
and modern  software  languages.  The Company is also  studying  the use of such
tools,  as well as Web-based  tools,  to accomplish the migration of its current
offerings to modern operating systems environments.

         New  enhancements  to  its  software  products  are  continually  being
developed by MCS.  Notable  developments in 1999 were (1) the  introduction of a
"point-of-care"  enhancement  to MCS's Home  Health  Care  software  and (2) the
introduction of an enhanced  inventory  system for MestaMed.  During 1999, 1998,
and  1997  MCS  spent  approximately  $2,532,000,   $1,992,000,  and  $1,575,000
respectively,  for  software  development.  These  costs  related  primarily  to
customer-sponsored development and improvements to existing products.

         Because of the importance of systems  development  to MCS,  programming
and  sales  personnel  are a  primary  resource.  MCS's  main  office  is in the
Pittsburgh,  Pennsylvania  area and it has sales  offices in other  parts of the
country.

         The delivery of home health care services is increasingly  dominated by
hospital based  "integrated  delivery  systems" (IDS). MCS has not established a
relationship  at this time with a supplier  of  information  systems to hospital
based delivery systems.  It has,  however,  recently entered into agreement with
the Volunteer Hospital  Association  whereby its products will be recommended to
the  Association's  members as a  recommended  solution  for their  home  health
services information systems needs.

         The markets for business  applications software and systems development
are intensely  competitive and subject to rapid  technological  change. For this
reason  MCS faces  risks and  enjoys  opportunities,  which  are  somewhat  more
pronounced  than  in the  Company's  other  operating  segments.  MCS  has  many
competitors  in the markets in which it operates both on a regional and national
basis.  Foreign sales are not  significant.  On December 31, 1999, MCS's backlog
was approximately $187,803.

         MCS's  inventory  consists  primarily of computer  hardware and related
equipment,  which is sold  together  with  applications  software  as a  turnkey
solution.  MCS  attempts  to  maintain a  sixty-day  supply so that  delivery of
completed systems can be made on a timely basis.

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, and
Rowe (collectively  Formtek).  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,  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, and flying cut-off saws.

         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
decoiling  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.

         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 and
1997 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  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   significantly   more  cyclical  (due  to  changes  in
manufacturing capacity utilization) than the Company's other operating segments.
CWP,  Rowe,  and  CoilMate-Dickerman  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. The Company expects that these strengths will
be  further  leveraged  by the  large  installed  customer  bases of its  recent
acquisitions.

         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 31,1999.

         The  backlog  relating  to  this  segment  at  December  31,  1999  was
approximately $9,257,335.

         Expenditures  for  research and  development  for this segment in 1999,
1998, and 1997 were $610,000, $465,000, and $298,000, respectively.

  METAL PRODUCTS

         The Company's Metal Products Segment  (consisting of National Northeast
Corporation,  OmegaFlex,  Inc. and Boyertown  Foundry  Company)  manufactures  a
variety of metal products including extruded aluminum heat sinks, flexible metal
hose and grey iron  castings.  This segment sells cast iron products to the HVAC
industry,  including the company's HVAC segment, flexible metal hose products to
the HVAC and industrial metal hose marketplaces,  extruded aluminum products for
thermal  management,  (heat sinks),  to the electronics  marketplaces,  extruded
aluminum  products  to the  architectural  products  marketplace,  and  extruded
aluminum products to the Company's HVAC segment.

         National Northeast Corporation  (National) 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.

         OmegaFlex,  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-PipeTM, a corrugated stainless steel tubing developed for use in
piping gas  appliances.  The  Company  has  realized  significant  synergies  by
distributing Trac-PipeTM 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, 1999.

         The  backlog  relating  to  this  segment  at  December  31,  1999  was
approximately $15,451,414.

         Expenditures for research and development for this segment, independent
of research and  development  related to specific  customer  requests,  in 1999,
1998, and 1997 were $594,000, $256,000, and $389,000, 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  Regulation  5-K,  is  presented  in Note 12 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;
Dundalk,  Maryland,  Springfield,  Ohio; Wrens,  Georgia, 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;  South  Windsor,   Connecticut  and  Los  Angeles,
California.  The Reed Division leases manufacturing space from unrelated parties
in Mississauga,  Ontario, Canada; Carson, California; New Milford, Ohio; 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,  and
Danville, Kentucky.

         The Metal Products segment manufactures  products at plants the Company
owns in Pelham, New Hampshire, Boyertown,  Pennsylvania and at leased facilities
in Lawrence, Massachusetts, Winter Haven, Florida, and Exton, Pennsylvania.

         The Company's  Computer  System's  segment (MCS) leases office space in
Monroeville,  Pennsylvania,  which  houses its  principal  offices and  computer
facility used in the computer  software  development and system design business.
MCS has also recently  leased office space in Pleasanton,  California.  MCS owns
the computer equipment used in its operations

         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  4  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 1999.

                                     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 15, 2000
based on  inquiries  of the  registrant's  transfer  agent was  1,288.  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, 2000 and March 15,
2000 was  between $20 1/4 and $16,  and the closing  price on March 15, 2000 was
$16.

         The quarterly  price ranges of the  Company's  common stock during 1999
and 1998 as reported in the  consolidated  transaction  reporting system were as
follows:

                                           PRICE RANGE
                             1999                             1998
                             ----                             ----

First Quarter        $20 15/16      $18 3/4            $22 3/8          $18 1/4
Second Quarter       $22 3/8        $18 3/8            $22 3/4          $18 9/16
Third Quarter        $22 7/8        $19 3/4            $22 5/8          $18
Fourth Quarter       $20 1/4        $18 1/4            $20 3/4          $17 1/2

     The Company has not paid any 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.

SUMMARY OF  FINANCIAL  POSITION as of  December  31, (1)  (dollars in  thousands
except per share data)

                              1999        1998       1997       1996        1995
                              ----        ----       ----       ----        ----

Total Assets              $242,253    $205,143   $191,117   $170,010   $141,431
Working capital             63,732      49,415     42,056     59,274      41,626
Long-term debt, including
  current portion           34,791      13,188     19,329     15,362       3,031
Shareholders' equity       148,617     133,298    118,007    103,718      91,046
Shareholders' equity
per common share (1)       $16.96      $14.99     $13.22     $11.61       $10.14
                          ========    =========   =======    =======    ========


SUMMARY  OF  OPERATIONS  - for the year  ended  December  31,  (2)  (dollars  in
         thousands except per share data)

                               1999       1998      1997       1996       1995
                               ----       ----      ----       ----       ----

Total revenue                $375,270   $338,344  $327,778   $299,527   $245,865
Net income                     17,917     16,064    14,405     13,329     10,906
Earnings per common share:
Net Income

  Basic                         $2.02      $1.80     $1.61      $1.49      $1.21
  Diluted                       $2.02      $1.80     $1.61      $1.49      $1.21

1)     Equity per common share amounts are computed  using the common shares and
       common share equivalents outstanding as of December 31, 1999, 1998, 1997,
       1996, and 1995.

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

       * Anemostat Corporation from March 26, 1999 * ACDC, Inc. from May 7, 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.
       * National Northeast Corporation and National Southeast Corporation from
             October 30, 1995.
       * Heat Exchangers, Inc., from November 15, 1995.
       * Aztec Sensible Cooling, Inc., from November 1, 1994.




<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, the broad economic
effect  of  the  Year  2000  problem,  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

                                1999, 1998, 1997

         The  Company's  Return on  Average  Net  Assets  Employed,  defined  as
operating profits before bonuses, over Average Net Assets Employed (Total Assets
less  Current  Liabilities  other than  Current  Portion of  Long-Term  Debt and
Revolving Credit  Agreement,  averaged over 12 months) for the years 1999, 1998,
and 1997 was as follows:

                                              1999         1998         1997
                                              ----         ----         ----

Operating Profits (as defined)             $36,295,000  $31,497,000  $30,525,000
Average Net Assets Employed (as defined)  $175,070,000 $147,170,000 $130,419,000
                                          ------------ ------------  -----------
Return on Average Net Assets Employed         20.7%        21.4%         23.4%
                                          ============ ============  ===========


         The 1999 return on Average Net Assets Employed  decreased slightly from
1998 due principally to reduced  operating  incomes from the Company's  Computer
Software  and  Metal  Forming  Segments  and a  substandard  return  on the HVAC
segment's investment in Anemostat, as more fully explained below.

                             ANALYSIS: 1999 VS. 1998

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

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

         Net Sales          $254,452     100.00%            $229,704     100.00%
         Gross Profit         73,604      28.93%              65,485      28.51%
         Operating Income     20,700       8.14%              15,668       6.82%

         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 one-time expenses were incurred in 1999 as part
of  a  long-term  plan  to  strengthen  and  improve  the  Anemostat  franchise,
principally in the product development and market development areas. These costs
will  continue  in year  2000  and may  result  in  substandard  returns  on the
Company's investment in Anemostat for some time.

         The Company's Computer Systems Segment (MCS, Inc.) reported increased
sales, relatively flat margins, and significantly reduced operating profits in
1999 as indicated in the following table:

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

         Net Sales           $18,087     100.00%             $16,630     100.00%
         Gross Profit          7,073      39.11%               6,578      39.56%
         Operating Income        937       5.18%               2,335      14.04%

         Sales of MCS' core MestaMed  product  increased  significantly in 1999,
accounting for most of MCS' revenue growth.  Significant product development and
product support related costs were also incurred during this period resulting in
decreased  operating  income  for MCS  despite  the growth in  revenues.  MCS is
pursuing a number of product development initiatives designed to assist with the
migration of its core  products to more modern  operating  system  environments.
MCS'   products  were   developed  in  what  are  today   regarded  as  "legacy"
environments.  Nevertheless,  by the continual  application  and  utilization of
tools developed by others,  MCS has been able to sustain and improve the utility
of its products and offer such products on a variety of hardware,  and operating
systems  platforms,  including Windows NT. MCS is also undertaking a redesign of
its product  support  infrastructure  with a view to  improving  the quality and
timeliness of the support function.

         The  Company's  Metal  Products  Segment  includes  National  Northeast
Corporation,  (National),  an  89.5%  owned  aluminum  extruder  and  heat  sink
fabricator  acquired in 1995, 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 the this
segment's  1998 results.  BFC produces cast iron products and related  machining
services for the Company's HVAC Segment and various third parties.

Comparative results for 1999 and 1998 were as follows:

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

         Net Sales           $65,614     100.00%             $50,745     100.00%
         Gross Profit         18,554      28.28%              14,222      28.03%
         Operating Income      7,870      11.99%               5,194      10.24%

         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. National experienced a sub par
year in 1999 as it completed its  relocation  from  Lawrence,  Massachusetts  to
Pelham,  New Hampshire and installed a new 3,000 ton extrusion  press in Pelham.
Significant  disruptions  and one-time costs  associated with the relocation and
new press installation impacted operating profits in 1999.

         The Company's Metal Forming Segment includes Cooper-Weymouth, Peterson,
(CWP),  Rowe Machinery and Automation Inc.,  (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 decoiling
equipment  for the  metal  stamping  and roll  forming  industries  acquired  on
November 3, 1997. Comparative results 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         10,141      27.32%             12,212       29.59%
         Operating Income      1,748       4.71%              4,170       10.11%

         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          $375,270     100.00%          $338,334       100.00%
         Gross Profit        109,372      29.14%            98,136        29.01%
         Operating Income     31,255       8.33%            27,367         8.09%

         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 total
revenues,  decreased slightly, from twelve and seventy hundredths percent 12.70%
to twelve and fifty-nine  hundredths 12.59%, owing to in the Company's growth in
1999.  General  and  Administrative  Expenses,  as  a  percentage  of  revenues,
decreased from five and sixty-two  hundredths  percent (5.62%) to five and three
tenths percent (5.3%)for the same reason.  Engineering  Expense, as a percentage
of total  revenues,  increased  slightly from two and sixty  hundredths  percent
(2.60%) to two and ninety-three hundredths percent (2.93%), owing to significant
new product  development  costs  incurred  by the  Company's  Computer  Software
Segment.

         Interest   Expense   increased   substantially   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  thirty-seven  and  thirty-seven   hundredths  percent
(37.37%) to thirty-seven and fifty-nine hundredths percent (37.59%).

                             ANALYSIS: 1998 VS. 1997

         The Company's core HVAC Segment reported  comparative  results for 1998
and 1997 as follows:

                                1998        1998              1997         1997
                                ----        ----              ----         ----
                               ($000)         %              ($000)          %
                               ------       ----             ------        ----

         Net Sales            $229,704     100.00%          $229,423     100.00%
         Gross Profit           65,485      28.51%            66,178      28.85%
         Operating Income       15,668       6.82%            17,846       7.78%

         The  Company's  decision  in 1998 to close its  Temprite  Manufacturing
location in Orangeville,  Ontario,  Canada,  together with the effect of certain
transitional  costs associated with the Company's  recent HVAC  acquisitions and
certain other product re-alignment costs, combined to produce flat HVAC revenues
in 1998 and reduced operating profits.

         The Company's Computer Systems Segment (MCS, Inc.) reported reduced
sales, margins and operating profits in 1998 as indicated in the following
table:

                                1998        1998              1997         1997
                                ----        ----              ----         ----
                               ($000)         %              ($000)         %
                               ------       ----             ------        ----

         Net Sales            $16,630      100.00%          $17,029      100.00%
         Gross Profit           6,578       39.56%            7,238       42.50%
         Operating Income       2,335       14.04%            3,289       19.31%

         Reimbursement  restrictions  imposed  upon  Medicare  providers  (MCS's
customers) in 1998 by the Balanced Budget Amendment  adversely affected the home
health care information systems marketplace and resulted in reduced revenues for
MCS.  Also,  costs  incurred by MCS relative to its efforts to address Year 2000
functionality  in its  products,  and  other  product  development  initiatives,
impacted this segment's operating costs adversely in 1998.

         MCS's  products were  developed in what are today  regarded as "legacy"
environments.  Nevertheless,  by the continual  application  and  utilization of
tools developed by others,  MCS has been able to sustain and improve the utility
of its products and offer such products on a variety of hardware,  and operating
systems platforms,  including Windows NT.  Developments in progress at this time
include a  graphical  user  interface  (GUI)  for  applicable  modules  and open
database  compliant (ODBC) features.  At the same time the Company  continues to
look at developing or acquiring new products based upon third  generation  tools
and modern  software  languages.  The Company is also  studying  the use of such
tools,  as well as Web-based  tools,  to accomplish the migration of its current
offerings to modern operating systems environments.

         For 1998 reporting purposes the Company's former Metal Products Segment
has been subdivided into a Metal Forming Segment and a Metal Products segment.

         The  Company's  Metal  Products  Segment  includes  National  Northeast
Corporation, (National), an eighty-nine and five tenths percent (89.5%) aluminum
extruder and heat sink fabricator acquired in 1995, 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 the this segments' 1998 results.  BFC produces cast iron products and related
machining services for the Company's HVAC Segment and various third parties.

Comparative results for 1998 and 1997 were as follows:

                                1998       1998                1997        1997
                                ----       ----                ----        ----
                               ($000)        %                ($000)         %
                               ------      ----               ------       ----

         Net Sales            $50,745     100.00%            $42,797     100.00%
         Gross Profit          14,222      28.03%             10,407      24.32%
         Operating Income       5,194      10.24%              2,723       6.36%

         The growth in operating  profits in 1998 is traceable to  significantly
improved results from both National and Omega. National continued to execute its
aggressive  expansion  plan in 1998,  moving  its  fabricating  operations  from
Lawrence,  MA to its new  facility in Pelham,  NH, and  continued  to expand its
presence  in  the  thermal  management  (heat  sink)  marketplace.  Omega,  with
significant  1997 product  development and market  development  costs behind it,
successfully  executed  its  plan in 1998 to  greatly  expand  sales  of its new
"Trac-pipe(TM)" flexible gas piping product, 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 Automation Inc.,  (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 decoiling
equipment  for the  metal  stamping  and roll  forming  industries  acquired  on
November 3, 1997. Comparative results for 1998 and 1997 were as follows:

                               1998        1998               1997        1997
                               ----        ----               ----        ----
                              ($000)         %               ($000)         %
                              ------       ----              ------       ----

         Net Sales            $41,265     100.00%            $38,529     100.00%
         Gross Profit          12,212      29.59%             10,626      27.58%
         Operating Income       4,170      10.11%              1,537       3.99%

         The  relocation  of the Rowe  manufacturing  operation to the Company's
Formtek facility in Clinton, Maine imposed significant direct and indirect costs
on this  segment in 1997.  With these costs  behind it, this segment was able to
exploit the synergies expected from this consolidation and as a result operating
income for 1998 was up considerably on modestly increased revenues. The Coilmate
operations were moved from  Southington,  Connecticut to Clinton,  Maine, in the
fourth quarter to achieve further operating synergies.

         As a whole the Company reported comparative results as follows:

                                 1998       1998             1997         1997
                                 ----       ----             ----         ----
                                ($000)       %              ($000)         %
                                ------      ----            ------        ----
         Net Sales            $338,334     100.00%          $327,778     100.00%
         Gross Profit           98,136      29.01%            94,449      28.81%
         Operating Income       27,367       8.09%            25,395       7.75%

         Gross Profit and Operating  Income  percentage  margins were relatively
unchanged overall.

         Sales  Expense for the  Company as a whole,  as a  percentage  of total
revenues,  increased  slightly,  from twelve and forty-nine  hundredths  percent
(12.49%) to twelve and seventy hundredths percent (12.70%),  owing to relatively
flat  revenues  in  the  Company's  HVAC  segment.  General  and  Administrative
Expenses,  as  a  percentage  of  revenues,  decreased  from  six  and  thirteen
hundredths  percent (6.13%) to five and sixty-two  hundredths  percent  (5.62%),
principally due to a decrease in the provision for bonuses. Engineering Expense,
as a percentage of total  revenues,  increased  slightly from two and forty-five
hundredths percent (2.45%) to two and sixty hundredths percent (2.60%). Interest
Expense  decreased  slightly in 1998,  tracking  the net  reduction  in interest
bearing indebtedness.

         Income Tax Expense for 1998,  as a  percentage  of pretax  income,  was
reduced slightly from  thirty-eight and sixteen  hundredths  percent (38.16%) to
thirty-seven and thirty-seven hundredths percent (37.37%).

                    ANALYSIS: LIQUIDITY AND CAPITAL STRUCTURE

         Working  capital  increased in 1999,  from  $49,415,000 at December 31,
1998 to $63,732,000 at December 31, 1999,  reflecting  primarily the acquisition
of Anemostat as more fully  described  in Note 2 to the  consolidated  financial
statements.

         The Company's funded debt to equity ratio (including minority interests
in funded debt)  increased from twelve and four hundredths  percent  (12.04%) at
December 31, 1998 to twenty-five and thirty-seven  hundredths  percent 25.37% at
December 31, 1999 for the same reason.

         The principal  changes to the Company's Net Assets Employed during 1999
were as follows:

Net Assets Employed 12/31/98                                       $149,927
Acquisition of Anemostat Products                                    21,783
National Northeast plant expansion
         and related capital spending                                11,209
All other                                                             5,510
                                                                   --------
    Net Assets Employed 12/31/99                                  $ 188,429
                                                                  =========

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

                            ACCOUNTING PRONOUNCEMENTS

         The  Financial  Accounting  Standards  Board has  issued  Statement  of
Financial  Accounting  Standard No. 130,  which was  effective  for fiscal years
beginning  after  December  15,  1997.  FAS 130  requires  the  presentation  of
"comprehensive income," a more broadly defined measure of income, in addition to
conventional  "net income.  The Company adopted FAS 130 effective with 1998. The
Company's  "comprehensive  income" was not  materially  different  from its "net
income" as explained in Note 1 to the Consolidated Financial Statements.

         The  Financial  Accounting  Standards  Board has  issued  Statement  of
Financial  Accounting  Standard No. 131,  which was  effective  for fiscal years
beginning after December 15, 1997. FAS 131 requires,  in general,  a "management
approach"  rather  than an  "industry  approach"  to the  disclosure  of segment
information.  The Company  adopted FAS 131 in 1998 and  expanded  its  segmental
reporting  accordingly  as  reflected in Note 12 to the  Consolidated  Financial
Statements.

                              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.

         The  Company's  Year 2000  problems  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  estimates  that its total cost of addressing the Year 2000
issue,  (excluding  costs  incurred by MCS relative to its  software  products),
including  software  licenses,  modifications,  training and  implementation was
approximately $2,500,000 over the 4-year period ended December 31, 1999. Of this
total, the Company incurred approximately $1,100,000 in 1999.

                            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  currently  participating  as  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.
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,  has  undertaken  to  remove  the  hazardous
materials.  Although the Company's anticipates that it may be subject to a claim
for contribution with respect tot he 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 it's 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
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'

                                  Mestek, Inc.

         We have audited the accompanying consolidated balance sheets of Mestek,
Inc.  and  subsidiaries  as of  December  31,  1999 and  1998,  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,  1999.  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, 1999 and 1998,  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,  1999 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,  1999 and for each of the  years in the  three-year  period  ended
December 31, 1999. In our opinion, the schedule presents fairly, in all material
respects, the information required to be set forth therein.

Boston, Massachusetts
March 3, 2000

(except for Note 17 as to which the date is March 14, 2000)

<PAGE>

                                  MESTEK, INC.

                           CONSOLIDATED BALANCE SHEETS

                               As of December 31,

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

ASSETS

Current Assets

  Cash and Cash Equivalents                              $4,468           $3,777
  Accounts Receivable - less allowances of
    $3,627and $3,443                                     66,605           55,443
  Unbilled Accounts Receivable                              447              286
  Inventories                                            54,688           52,980
  Deferred Tax Benefit                                    1,551            1,483
  Other Current Assets                                    4,264            3,620
                                                        -------          -------

  Total Current Assets                                  132,023          117,589

Property and Equipment - net                             69,067           55,841
Notes Receivable                                          3,850              -
Other Assets and Deferred Charges  - net                  7,146            7,148
Excess of Cost over Net Assets of Acquired Companies     30,167           24,565
                                                        -------          -------

Total Assets                                           $242,253         $205,143
                                                       ========         ========












See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                                  MESTEK, INC.

                     CONSOLIDATED BALANCE SHEETS (continued)

                               As of December 31,

                                                              1999        1998
                                                              ----        ----
                                                         (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Revolving Credit Agreement                                $14,358    $12,619
   Current Portion of Long-Term Debt                             109        131
   Accounts Payable                                           18,335     20,126
   Accrued Salaries and Bonuses                                6,778      6,187
   Accrued Commissions                                         3,314      3,985
   Progress Billings in Excess of Cost
     and Estimated Earnings                                    3,257      3,150
   Customer Deposits                                           5,409      5,746
   Other Accrued Liabilities                                  16,731     16,230
                                                            ---------  ---------

Total Current Liabilities                                     68,291     68,174

Deferred Tax Liability                                         2,052        361
Long-Term Debt                                                20,324        438
Other Liabilities                                                 52          9
                                                            ---------  ---------

Total Liabilities                                             90,719     68,982
                                                            ---------  ---------

Minority Interests                                             2,917      2,863
                                                            ---------  ---------

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                                         143,180    125,263
   Treasury Shares, at cost (846,132 and
     719,830 common shares, respectively)                     (9,393)    (6,790)
   Cumulative Translation Adjustment                          (1,083)    (1,088)
                                                            ---------  ---------
   Total Shareholders' Equity                                148,617    133,298
                                                            ---------  ---------

     Total Liabilities and Shareholders' Equity             $242,253   $205,143
                                                            =========  =========





See Accompanying Notes to Consolidated Financial Statements.




<PAGE>

                                  MESTEK, INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                        For the years ended December 31,

                                                   1999       1998       1997
                                                   ----       ----       ----
                                                     (Dollars in thousands,
                                               Except Earnings Per Common Share)

Net Sales                                        $357,182   $321,714   $310,749
Net Service Revenues                               18,088     16,630     17,029
                                                  --------   --------   --------

Total Revenues                                    375,270    338,344    327,778

Cost of Goods Sold                                254,884    230,156    223,539
Cost of Service Revenues                           11,014     10,052      9,790
                                                  --------   --------   --------

Gross Profit                                      109,372     98,136     94,449

Selling Expense                                    47,249     42,970     40,929
General and Administrative Expense                 19,887     19,015     20,096
Engineering Expense                                10,981      8,784      8,029
                                                  --------   --------   --------

Operating Profit                                   31,255     27,367     25,395

Interest Expense                                   (1,951)    (1,256)    (1,434)
Other Income (Expense), Net                          (594)      (460)      (668)
                                                  --------   --------   --------

Income Before Income Taxes                         28,710     25,651     23,293
Income Taxes                                       10,793      9,587      8,888
                                                  -------    -------    --------

Net Income                                        $17,917    $16,064    $14,405
                                                  =======    =======    ========

Basic Earnings per Common Share:                    $2.02      $1.80      $1.61
                                                    =====      =====      ======

Basic Weighted Average Shares Outstanding           8,857      8,921      8,929
                                                    =====      =====      ======

Diluted Earnings Per Common Share                   $2.02      $1.80      $1.61
                                                    =====      =====      ======

Diluted Weighted Average Shares Outstanding         8,887      8,949      8,951
                                                    =====      =====      ======




See Accompanying Notes to Consolidated Financial Statements.



<PAGE>

                                        1

<PAGE>
<TABLE>

                                  MESTEK, INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

              For the years ended December 31, 1999, 1998 and 1997


<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, 1996       $479  $15,434   $94,794   ($6,040)     ($949)    $103,718

Net Income                                         14,405                            14,405
Common Stock Repurchased                                        (69)                    (69)
Cumulative Translation Adjustment                                          (47)         (47)
                                ------  -------  --------  --------   ----------   ---------
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 Repurchase                                      (2,603)                 (2,603)
Cumulative Translation Adjustment                                            5            5
                                ------  -------  --------  --------   ----------   ---------
Balance - December 31, 1999       $479  $15,434  $143,180   ($9,393)   ($1,083)     $148,617
                                ======  =======  ========  =========  ==========   =========



See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                                  MESTEK, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the years ended December 31,

                                                       1999      1998     1997
                                                       ----      ----     ----
                                                         (Dollars in thousands)

Cash Flows from Operating Activities:
Net Income                                            17,917   $16,064  $14,405
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization                         10,631     8,599    6,548
Provision for Losses on Accounts

Receivable, net of write-offs                            184       914      828
Net Change in Minority Interests net of

effects of acquisitions and dispositions                  54       256      (82)
Changes in assets and liabilities net of
effects of acquisitions and dispositions:
Accounts Receivable                                   (7,207)   (2,782)  (2,498)
Unbilled Accounts Receivable                            (161)      (38)     (74)
Inventory                                              2,076       755   (6,894)
Accounts Payable                                      (2,805)     (560)     430
Other Liabilities                                       (745)    2,718      247
Progress Billings                                        107       (55)     306
Notes Receivable                                      (3,850)        -        -
Other                                                  2,255    (1,346)     105
                                                      -------   -------   ------
Net Cash Provided by Operating Activities             18,456    24,525   13,321
                                                      -------   -------  -------

Cash Flows from Investing Activities:
Capital Expenditures                                 (12,437)  (12,802) (11,740)
Acquisition of Businesses and Other
Assets, Net of Cash Acquired                         (24,337)   (2,877) (12,886)
                                                     --------  --------  -------
Net Cash (Used in) Investing Activities              (36,770)  (15,679) (24,626)
                                                     --------  -------- --------

Cash Flows from Financing Activities:
Net Borrowings (Repayments) Under
Revolving Credit Agreement                             1,739     9,119    3,500
Principal Payments Under Long
Term Debt Obligations                                   (136)  (15,909)  (1,234)
Proceeds from Issuance of Long Term Debt              20,000        -        -
Repurchase of Common Stock                            (2,603)     (681)     (69)
                                                     --------  -------- --------
Net Cash (Used In) Provided by Financing Activities   19,000    (7,471)   2,197
                                                     --------  -------- --------

Net Increase (Decrease) in Cash and Cash Equivalents     686     1,375   (9,108)
Translation effect on Cash                                 5       (92)     (47)
Cash and Cash Equivalents - Beginning of Year          3,777     2,494   11,649
                                                     --------  -------- --------

Cash and Cash Equivalents - End of Year               $4,468    $3,777   $2,494
                                                     ========   =======  =======



See Accompanying Notes to Consolidated Financial Statements.


<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
seventy-eight  percent (78%) of the cost of  inventories  are  determined by the
last-in, first-out (LIFO) method.

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 benefitted.  The acquisition of Anemostat  Products,  as
more fully described in Note 2, resulted in goodwill of approximately $6,800,000
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 the  underlying  acquired
businesses  is  less  than  the  carrying  value  of the  goodwill.  Accumulated
amortization of goodwill and other  intangibles was $4,984,000 and $3,640,000 at
December 31, 1999 and 1998, respectively.

Advertising Expense

         Advertising  costs are charged to operations as incurred.  Such charges
aggregated $4,794,000,  $3,993,000, and $3,738,000, for the years ended December
31, 1999, 1998, and 1997 respectively.

Research and Development Expense

         Research  and  development   expenses  are  charged  to  operations  as
incurred. Such charges aggregated $2,939,000,  $2,136,000,  and $1,628,000,  for
the years-ended December 31, 1999, 1998, and 1997, respectively.

Software Development Expenses

         The Company's  MCS, Inc. subsidiary is in the business of  application
software and systems  development.  SFAS No. 86 requires that development  costs
incurred  subsequent to the  establishment of technological  feasibility for the
product be capitalized.  The Company has no capitalized development cost.

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 15, 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,  1999  and  December  31,  1998,
respectively,  the components of other comprehensive  income were immaterial and
consisted solely of foreign currency translation adjustment.

Reclassification

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

         2. BUSINESS ACQUISITIONS

         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.

         Proforma unaudited results of operations for 1999 and 1998,  reflecting
a hypothetical acquisition date for Anemostat of January 1, 1998 are as follows:

                                                  1999           1998

         Total Revenues                        $381,448        368,195
         Net Income                             $17,409          5,634

         Earnings Per Share                       $1.97          $1.75

         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 May 26, 1999 the Company entered into a definitive  agreement,  (The
Agreement),  to merge its wholly owned subsidiary,  MCS, Inc. (MCS) into Simione
Central Holdings,  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 Simione management
intends  to seek such  consent  and  conversion  in June  2000.  As a result the
Company would expect to own,  barring other changes in the capital  structure of
Simione,  approximately 38% of Simione after the merger is completed.  Under the
terms of the Agreement,  MCS's  ProfitWorks  segment would be distributed to the
Company prior to the merger.

         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 will be distributed to the Mestek common shareholders in a spin-off
transaction (the Spinoff),  and MCS will then be merged with and into SCHI, (the
Merger). The Spin-off and the Merger were completed on March 7, 2000.

         In  connection  with the  Amendment,  Mestek  loaned to SCHI a total of
$4,000,000  on a short-term  basis,  $3,000,000 of which was  outstanding  as of
December  31,  1999.  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 has voting  rights  equivalent to
11.2 million  shares of SCHI common  stock.  Mestek also  received as part of it
capital  contribution to SCHI a warrant for the subsequent purchase of 2 million
shares of SCHI common stock. 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 850,000 shares of SCHI common stock.

        Under the  purchase  method of  accounting,  results  of  operations  of
acquired  businesses are included in consolidated  operations  subsequent to the
date of acquisition.

3. INVENTORIES

         Inventories consisted of the following at December 31:

                                                 1999              1998
                                                 ----              ----

Finished Goods                               $18,692             $21,803
Work-in-progress                              14,865              13,948
Raw materials                                 28,335              24,463
                                              -------             -------
                                              61,892              60,214
Less provision for LIFO
  method of valuation                         (7,204)             (7,234)
                                              -------             -------
                                              $54,688            $52,980
                                              =======            ========

         Progress  billings  exceeded related contract costs by $3,257,000,  and
         $3,150,000 at December 31, 1999 and 1998, respectively.  As such, these
         amounts are  reported as a liability in the  accompanying  consolidated
         financial statements.

4. PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following at December 31:

                                                                Depreciation and
                                                               Amortization Est.

                                          1999            1998      Useful Lives
                                          ----            ----      ------------

Land                                     $2,853      $2,395
Buildings                                26,792      21,887         19-39 Years
Leasehold Improvements                    4,415       4,474         15-39 Years
Equipment                                96,028      78,820          3-10 Years
                                       ---------   ---------
                                        130,088     107,576
Accumulated Depreciation                (61,021)    (51,735)
                                       ---------   ---------
                                        $69,067     $55,841
                                       =========   =========

         The above amounts include $851,000, and$6,870,000, at December 31, 1999
and 1998 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 was $10,631,000,  $8,599,000, and
$6,548,000, for the years ended December 31, 1999, 1998, and 1997, respectively.

5. 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.

6. LONG TERM DEBT

Long-Term Debt consisted of the following:

                                           Dec. 31,                     Dec. 31,
                                            1999                          1998
                                            ----                          ----

Revolving Loan Agreement                  $34,358                       $12,619
Other Bonds and Notes Payable                 433                           569
                                          --------                      --------
                                           34,791                        13,188
Less Current Maturities                   (14,467)                      (12,750)
                                          --------                      --------
                                          $20,324                          $438
                                          ========                      ========

         Revolving  Loan  Agreement - The Company has a Revolving Loan Agreement
and Letter of Credit  Facility  (the  Agreement)  with a  commercial  bank.  The
Agreement  provides $55 million of unsecured  revolving credit and$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 of net income.

         Note  Payable - The Company has a Demand  Loan  Facility  with a second
commercial  bank under which the Company can borrow up to $10,000,000 on a LIBOR
basis. The facility expires on April 1, 2000, with no balance  outstanding as of
December 31, 1999.

         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,
1999 was $64,000. The Company's National Northeast subsidiary is obligated under
a non-interest  bearing  subordinated Note Payable on which interest was imputed
at eight percent (8%). The note is secured by certain  pieces of equipment.  The
outstanding balance under the note at December 31, 1999 was $19,000 and the note
matures on May 1, 2001. 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, 1999 was $350,000.  The bond
bears  interest  at  eighty  percent  (80%) of the  prime  rate and  matures  on
September 1, 2005.

         Cash paid for  interest was  $1,951,000,  $1,256,000,  and  $1,434,000,
during the years ended December 31, 1999, 1998, and 1997, respectively.

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

         2000                     14,467
         2001                     20,074
         2002                         50
         2003                         50
         2004                         50

         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, 1999.

7. 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, 1999,  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, 1999 no shares of
the Preferred Stock have been issued.

8. INCOME TAXES

         Income  before  income  taxes  included   foreign  income  (losses)  of
$223,000,  ($1,166,000),  and ($730,000) in 1999, 1998, and 1997,  respectively.
Income tax expense (benefit) consisted of the following:

                                  1999         1998            1997
                                  ----         ----            ----
Federal Income Tax:
Current                          $8,113      $8,897          $7,188
Deferred                          1,284        (283)            527
State Income Tax:
Current                           1,107       1,708           1,045
Deferred                            175        (141)            166
Foreign Income Tax:
Current                              18          18              18
Deferred                             96        (612)            (56)
                                --------      ------         -------
Income Taxes                    $10,793       $9,587         $8,888
                                ========      ======         =======

         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:

1999 1998 1997
---- ---- ----

Computed "expected" income tax                    $10,067     $9,068     $8,218
State income tax, net of federal tax benefit          917        867        787
Foreign tax rate differential                           7        (35)       (22)
Other - net                                          (198)      (313)       (95)
                                                  --------    -------    -------

Income Taxes                                      $10,793     $9,587     $8,888
                                                  ========    =======    =======




<PAGE>

                                        1

         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, 1999 are as follows:

                                                        Change
                                        December 31,   (Expense)    December 31,
                                           1998         Benefit           1999
                                           ----         -------           ----
Deferred Tax Assets:

Warranty Reserve                               $656        ($133)         $523
Compensated Absences                            716          (22)          694
Inventory Valuation                             608         (104)          504
Accounts Receivable Valuation                   241          328           569
State Tax Operating Loss
  Carryforward                                  131           41           172
Foreign Tax Operating Loss
  Carryforward                                1,120          (96)        1,024
Deferred Income on Sale of Assets
  to Non-consolidated Investees                 159           -            159
Other                                            27          113           140
                                             -------       ------        -------
Total Gross Deferred Tax Assets               3,658          127         3,785
Less Valuation Allowance                       (119)          -           (119)
                                             -------       ------        -------
Deferred Tax Assets                           3,539          127         3,666
                                             -------       ------        -------
Deferred Tax Liabilities:
Prepaid Expenses                               (501)        (176)         (677)
Depreciation and Amortization                (1,916)      (1,574)       (3,490)
                                             -------      -------       --------
Deferred Tax Liabilities                     (2,417)      (1,750)       (4,167)
                                             -------      -------       --------
Net Deferred Tax Assets (Liabilities)        $1,122      ($1,623)        ($501)
                                             =======     ========       =======

         A valuation allowance of $195,000 was established at December 31, 1993.
This allowance reflects  uncertainties as to the realization of a portion of the
foreign  tax  operating  loss  carryforward  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, 1999, no
additional  valuation  allowance has been established  relative to the remaining
foreign  tax  operating   loss   carryforward   or  state  tax  operating   loss
carryforward.  It is  management's  belief  that it is more likely than not that
these carry forwards will be utilized prior to their expiration. The Company has
available  to it a number  of tax  planning  opportunities  which  support  this
conclusion.

         At December  31,  1999,  the Company has state tax  operating  loss and
foreign tax  operating  loss carry  forwards  of  approximately  $3,796,000  and
$2,089,000,  respectively,  which are  available to reduce  future  income taxes
payable,  subject to  applicable  "carryforward"  rules and  limitations.  These
losses begin to expire after the following years:

                                           State                  Foreign

       2002                                   -                   $2,089
       2007                               $ 3,796                     -
                                          --------                -------
                                          $ 3,796                 $2,089
                                          ========                =======

         Cash paid for income taxes was $10,191,000,  $7,876,000, and $9,027,000
for the years ended December 31, 1999, 1998 and 1997 respectively.

9. 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, 1999  including  the effect of renewals  and  amendments  executed
subsequent to December 31, 1999 are as follows:

                                        Date                 Basic      Minimum
                                         Of                  Annual      Future
                                        Lease     Term       Rental     Rentals

Sterling Realty Trust

Land and Building - Main                         monthly      $192          ***
Land and Building - Engineering       07/01/98    5 years       77          269
Land and Building - South Complex     01/01/94   15 years      257        2,311
Land and Building - Torrington        07/01/99    5 years      127          572
Machinery & Equipment                 01/01/93    5 years       -            *
(Westfield, Farmville & Wrens
Locations)

Machinery Rental

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

Elizabeth C. Reed Trust

Machinery & Equipment                 01/01/93    5 years       -           *

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

        * Original lease expired 01/01/98,  month-to-month  rental terminated as
        of 12/31/98 and machinery  and equipment  sold to the Company in January
        of 1999.

        ** Original lease expired on 01/01/98,  month-to-month rental terminated
        as of  12/31/99.  Equipment  purchased  by the  Company  from  Lessor in
        January 2000.

        + Original  lease amended  4/1/98  extending the lease term to 12/31/10;
        and amended again 7/1/98 increasing rent expense to $36,300 per month.

        ++  Lease was renewed as of 1/1/99 for an additional two-year renewal
        term at $0.40/sf. for 25,000sf.



<PAGE>

        ^   Formerly Production Realty

        *** Lease expired 12/31/99; renewal pending as of March 15, 2000

  On January 1, 1999, the company  purchased its previously leased Machinery and
  Equipment  from  Sterling  Realty Trust and Elizabeth C. Reed trust for use in
  its  Westfield,  Farmville,  and Wrens  location.  The purchase price paid was
  $263,500 and $99,750 respectively.

  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

     All Leases

         Rent  expense  for  operating  leases,  including  those  with  related
parties, was $2,685,000, $2,801,000, and $2,719,000 for the years ended December
31, 1999, 1998 and 1997 respectively.

         Future  minimum lease payments  under all  noncancellable  leases as of
December 31, 1999 are as follows:

                                                                       Operating

             Year Ending December 31,                               Leases

                       2000                                          2,320
                       2001                                          1,973
                       2002                                          1,644
                       2003                                          1,576
                       2004                                          1,474
                 After 2005                                          4,731
                                                                   --------

Total minimum lease payments                                       $13,718
                                                                   ========


10. EMPLOYEE BENEFIT PLANS

       The Company maintains a qualified  non-contributory  profit-sharing  plan
covering  all eligible  employees.  Contributions  to the plan were  $1,183,000,
$1,118,000,  and $ 1,011,000,  for the years ended December 31, 1999,  1998, and
1997, 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
$304,000,  $302,000,  and $269,000, for the years-ended December 31, 1999, 1998,
and 1997, 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 $360,000,  $435,000,
and $392,000 for the years ended December 1999, 1998, and 1997, respectively.

       One  of  the  Company's   subsidiaries   maintains  a  qualified  defined
contribution target benefit pension plan, which covers  substantially all of its
employees.  Pension costs are accrued annually based on contributions  earned by
participants under plan provisions as determined by an independent  actuary. The
total expense  related to this pension plan for the twelve months ended December
31, 1999, 1998, and 1997 was $124,000, $88,000, and $65,000, 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 2000.

11. 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 counsel 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,
1999 was $765,000.

         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). 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 judgement 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, 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.

12. SEGMENT INFORMATION

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

         The Company has four reportable  segments:  the manufacture of heating,
ventilating  and  air-conditioning  equipment  (HVAC),  the manufacture of metal
handling and metal forming  machinery (Metal  Forming),  the production of metal
products (Metal Products),  and computer software development and system design,
(Computer Software).

         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,
Wing, AWV, ABI, Arrow, Anemostat, Koldwave, and SpacePak. Assets acquired in the
Anemostat and ACDC acquisitions on March 26, 1999 and May 7, 1999  respectively,
as more  fully  described  in Note 2,  have  been  added to the  Company's  HVAC
segment.

         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, and
Rowe.  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 custom metal forming systems and other standard  machinery such
as roll  formers,  wing  formers,  destackers,  presses,  feeds,  straighteners,
cradles, stock reels, cut-to-length lines, gasket dies, tools and dies for metal
forming systems and specialty punching and cut-off machinery.

         The Company's  Metal Products  segment  manufactures a variety of metal
products  including  aluminum  extrusions,  flexible  metal  hose and grey  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 Computer Software segment operates under the name MCS and
develops and sells software used principally in the medical  information systems
marketplace.  MCS's  products  include  software  used to manage the  day-to-day
operations of durable medical  equipment  dealers and home health  agencies.  As
explained in Note 2, the Company  distributed the stock of its MCS subsidiary to
its  shareholders  on March 7, 2000.  Results of operations  for MCS in the Year
2000 will be accounted for under Discontinued  Operations in accordance with APB
30.

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.  Intersegment sales and transfers are recorded
at prices substantially  equivalent to the Company's cost; inter-company profits
on such intersegment 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.

<PAGE>

Year ended
December 31, 1999

                                        Metal    Metal   Computer  All
                               HVAC    Products Forming  Software Other  Totals

Revenues from External

Customers                    $254,452   65,614   37,117   18,087   ---  $375,270

Intersegment & Intrasegment
Revenues                       $8,009    8,847    1,848     ---    ---   $18,704

Interest Expense               $1,194      513      190       54   ---    $1,951

Depreciation Expense           $4,263    3,129    1,698      240   ---    $9,330

Amortization Expense             $384      556      361     ---    ---    $1,301

Segment Operating Profit      $20,700    7,870    1,748      937   ---   $31,255

Segment Assets               $148,272   63,641   23,643    6,697   ---  $242,253

Expenditures for
Long-lived Assets (1.)         $5,185    5,090    1,476      686   ---   $12,437


Year ended
December 31, 1998

                                        Metal    Metal   Computer  All
                               HVAC    Products Forming  Software Other   Totals

Revenues from External
Customers                    $229,704   50,745   41,265   16,630   ---  $338,344

Intersegment & Intrasegment
Revenues                       $7,851    2,288      234     ---    ---   $10,373

Interest Expense                 $711      342      169       34   ---    $1,256

Depreciation Expense           $3,870    2,242    1,168      194   ---    $7,474

Amortization Expense             $231      584      373     ---    ---    $1,188

Segment Operating Profit      $15,668    5,194    4,170    2,335   ---   $27,367

Segment Assets               $113,796   55,842   29,916    5,589   ---  $205,143

Expenditures for
Long-lived Assets (1.)         $3,064    8,185    1,025      528   ---   $12,802


Year ended
December 31, 1997

                                         Metal    Metal  Computer  All
                               HVAC     Products Forming Software Other  Totals
                                                                   (2.)

Revenues from External
Customers                    $229,423   42,797   38,529   17,029   ---  $327,778

Intersegment & Intrasegment
Revenues                       $7,809      634      509     ---    ---    $8,952

Interest Expense                 $850      265      215       38     66   $1,434

Depreciation Expense           $2,732    1,791      940      119   ---    $5,582

Amortization Expense             $144      584      246     ---    ---      $974

Segment Operating Profit      $17,846    2,723    1,537    3,289   ---   $25,395

Segment Assets               $113,405   35,312   28,577    5,045  8,778 $191,117

Expenditures for
Long-lived Assets (1.)         $5,802    5,589      183      166   ---  $11,740

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

(2.)  Segments Assets in All Other in 1997 represents the Companyy's investment
in Eafco, Inc. which 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 in 1999 and 1998.

RECONCILIATION WITH CONSOLIDATED DATA:

Revenues                             1999              1998             1997
--------                             ----              ----             ----

Total external revenues for
  reportable segments               $375,270          $338,344        $327,778
Inter & Intrasegment revenues
  for reportable segments             18,704            10,373           8,952
Elimination of Inter &
  Intrasegment revenues              (18,704)          (10,373)         (8,952)
                                   ----------         ---------        ---------
Total consolidated revenues         $375,270          $338,344        $327,778
                                   ==========         =========       ==========


<PAGE>

Profit or Loss

Total profit or loss for
reportable segments                  $31,255           $27,367         $25,395
Interest Expense                      (1,951)           (1,256)         (1,434)
Other income (expense) net              (594)             (460            (668)
                                     --------          --------        ---------
Income before income taxes           $28,710           $25,651         $23,293
                                     ========          ========        =========


Assets:

Total assets for reportable
segments                            $242,253          $205,143        $182,339
Equity Investment in Eafco Inc.        ---               ---             8,778
                                    --------          --------        ---------
Total consolidated assets           $242,253          $205,143        $191,117
                                    ========          ========        ==========


GEOGRAPHIC INFORMATION:

                                      1999              1998            1997
                                      ----              ----            ----
Revenues:

United States                       $355,274          $314,603        $305,728
Canada                                13,443            17,310          14,235
Other Foreign Countries                6,553             6,431           7,815
                                    --------          --------        ----------
Consolidated Total                  $375,270          $338,344        $327,778
                                    ========          ========        ==========


Long Lived Assets:

United States                        $97,187           $78,502         $64,349
Canada                                 2,048             1,904             183
Other Foreign Countries                 ---               ---             ---
                                     -------           -------         ---------
     Consolidated Total              $99,235           $80,406        $ 64,532
                                     =======           =======        ==========


13. SELECTED QUARTERLY INFORMATION (UNAUDITED)

         The table below sets forth selected quarterly information for each full
quarter of 1999 and 1998.

                          (Dollars in thousands except per common share amounts)

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

Total Revenues          $82,026         $89,533         $98,646        $105,065
Gross Profit            $23,035         $26,130         $26,778         $33,429

Net Income               $3,519          $3,605          $4,069          $6,724
Per Common Share:
Basic                     $0.40           $0.41           $0.46           $0.75
Diluted                   $0.40           $0.41           $0.46           $0.75


1998                       1st             2nd             3rd           4th
----
                        Quarter         Quarter         Quarter         Quarter

Total Revenues          $75,649         $77,688         $92,013         $92,994
Gross Profit            $21,172         $21,607         $26,432         $28,925

Net Income               $3,370          $2,832          $4,324          $5,538
Per Common Share:
Basic                     $0.38           $0.32           $0.48           $0.62
Diluted                   $0.38           $0.32           $0.48           $0.62


14. COMMON STOCK BUYBACK PROGRAM

         In 1999  and  1998 the  Company  continued  its  program  of  selective
"open-market"  and odd lot  purchases.  126,302  and 36,000 of such  shares were
acquired in 1999 and 1998,  respectively.  All such shares are  accounted for as
treasury shares.

15. 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, 1999, 1998, and 1997
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

         Options  exercisable  for the years ended December 31, 1999,  1998, and
1997 were  54,000,  36,000,  and  18,000,  respectively.  The  weighted  average
exercise price for all exercisable options was $13.75.

         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
granted during the year ended  December 31, 1999 and for options  outstanding as
of December 31, 1998 and 1997 were $9.44,  $7.27, and $7.27,  respectively.  The
fair value of options at the date of grant was estimated using the Black-Scholes
model with the following weighted average assumptions:

                                                Years Ended

                             December 31,        December 31,       December 31
                                1999                1998                1997

         Expected life (years)   10                    10                10
         Interest               4.81%                 6.56%             6.56%
         Volatility            23.75%                22.50%            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
                                      1999               1998            1997

Net income (loss) - as reported       $17,917            $16,064        $14,405
Net income (loss) - pro forma          17,748             15,985         14,326

Earnings per share - as reported        $2.02              $1.80          $1.61
Earnings per share - pro for            $2.00              $1.79           1.61

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

  16.  NOTES RECEIVABLE

         On September 9, 1999, the Company loaned  $3,000,000 to Simione Central
Holdings,  Inc. as more fully explained in Note 2 to the consolidated  financial
statements.  The loan  matures on the  earlier  of June 30,  2000 or the date of
closing of the  transaction  described in Note 2. The loan bears interest at two
points  above the prime rate of interest as set from time to time by  BankBoston
N.A. The loan was canceled on March 7, 2000, as more fully described in Note 2.

         On November 11, 1999,  the Company loaned  $850,000 to Simione  Central
Holdings,  Inc. as more fully explained in Note 2 to the consolidated  financial
statements. The loan matures on November 11, 2000 and bears interest at the rate
of 11 percent.  The loan is  convertible  on or after the date of closing of the
transactions described in Note 2 into $850,000 of Simione Central Holdings, Inc.
Series C Preferred  Stock, as more fully described in Note 2 to the Consolidated
Financial Statements

  17.  SUBSEQUENT EVENT

         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 complimentary to the Company's existing louver
and damper  businesses.  The  purchases  price paid for the assets  acquired was
approximately   $5,991,000,   including  assumed  liabilities  of  approximately
$991,000. The Company intends to account for this acquisition under the purchase
method of accounting.

         On February 4, 2000, the Company  loaned $1 million to Simione  Central
Holdings,  Inc.  The loan matures on the earlier of June 30, 2000 or the closing
of  the  transactions   described  in  Note  2  to  the  consolidated  financial
statements.  The loan  bears  interest  at two  points  above the prime  rate of
interest as set from time to time by  BankBoston  N.A.  The loan was canceled on
March 7, 2000, as more fully described in Note 2.

         On February 10, 2000,  the Company  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  well-known  and
experience  highly engineered metal processing line. 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 B & K products
will be designed and manufactured at the Formtek  operations located in Chicago,
Illinois and Clinton, Maine. The purchase price paid for the assets acquired was
approximately $2.8 million.  The Company intends to account for this acquisition
under the purchase method of accounting.

         On March 7, 2000, the Company completed the Spin-off and subsequent
merger of its wholly owned subsidiary, MCS, Inc., into Simione Central Holdings,
Inc. as more fully explained in Note 2.

         On March  14,  2000,  the  Company  and  MetCoil  Systems  Corporation,
(MetCoil)  announced that they have entered into a definitive  merger  agreement
under which MetCoil will be merged into a wholly owned subsidiary of the Company
for approximately $32 million.

         The merger is subject to approval by MetCoil's  stockholders and review
under the Hart-Scott-Rodino  Act. All other conditions will be further described
in a proxy  statement  to be  mailed  to  MetCoil's  stockholders.  The board of
directors of MetCoil has unanimously  recommended that stockholders  approve the
merger.

         MetCoil   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, 1999 of $45.8  million.  MetCoil's  products  are
complementary with those of the Company's Metal Forming Segment.

<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 May 12,  2000,  and to the  extent  required,  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 May 12,  2000,  and,  to the extent  required,  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 May 12, 2000, and, to the extent
required, 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 May 12, 2000, and, to the extent required, 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 19

Financial Statements:

(a)(1) Consolidated Balance Sheets as of

December 31, 1998 and 1997                                       Pages 20 and 21

Consolidated Statements of Income for the Years

Ended December 31, 1998, 1997, and 1996                                  Page 22

Consolidated Statements of Shareholders' Equity for

the Years Ended December 31, 1998, 1997, and 1996                        Page 23

Consolidated Statements of Cash Flows for the Years

Ended December 31, 1998, 1997, and 1996                                  Page 24

Notes to the Consolidated Financial Statements

(a)(2) Financial Statement Schedules

II. Valuation and Qualifying Accounts                                    Page 44

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 47

No annual  report to security  holders as of December  31, 1999 had 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 2000.  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, 1999, 1998 and 1997




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

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

1997  Allowance
      for doubtful

      accounts        $1,701       $1,124       $16         ($312)        $2,529



(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

****************

2.1      Plan of Reorganization of Eafco, Inc.                              (H)

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

3.2      By-laws of Mestek, Inc. as amended through April 1, 1993           (D)

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

10.2     Lease dated July 1, 1983 between Sterling Realty Trust (lessor)
         and Mestek, Inc. (lessee)                                          (D)

10.3     Lease dated December 17, 1984 between Mestek (lessee) and
         Sterling Realty Trust (lessor), as amended on November 1, 1991     (D)

10.4     Lease dated January 1, 1994 between Mestek (lessee) and
         Sterling Realty Trust (lessor)                                     (D)

10.5     Amended and restated lease agreement dated as of July 1, 1997
         between Mestek, Inc. (lessee) and Rudbeek Realty Corp. (lessor)

10.6     Amended and restated lease agreement dated as of January 1, 1997
         between Vulcan Radiator Division, Mestek, Inc. (lessee) and
         MacKeeber Associates Limited Partnership (lessor).                 (K)

10.7     Equipment Lease Agreement dated January 1, 1993, between Mestek
         (lessee) and Sterling Realty Trust (lessor)                        (D)

10.8     Loan Agreement dated as of December 1, 1984 among Reed National
         Corp., Rudbeek Realty Corp. and The Pitt County Industrial Facilities
         and Pollution Control Financing Authority and the Promissory Notes
         thereunder two Guaranty Agreements dated as of December 1, 1984
         between Reed National Corp., NCNB National Bank of North Carolina,
         and Rudbeek Realty Corp.                                            (A)

10.9     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)

10.10    Note Agreement dated as of July 1, 1987 between Mestek, Inc. and
         Massachusetts Mutual Life Insurance Company.                       (B)

10.11    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)

10.12    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.                                                        (L)

10.13    Lease Agreement dated July 1, 1998 between Mestek (lessee) and
         Sterling Realty Trust (lessor).                                    (D)

10.14    Loan Agreement and Promissory Note dated June 7, 1993 between
         The First National Bank of Boston and Mestek, Inc.                 (D)

10.15    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)

10.16    Equipment Lease Agreement dated January 1, 1993 between Machinery
         Rental Company (Lessor) and Vulcan Radiator Corporation (Lessee).  (E)

10.17    Equipment Lease Agreement dated January 1, 1993 between Machinery
         Rental Company (Lessor) and Mestek, Inc. (Lessee).                 (E)

10.18    Equipment Lease Agreement dated January 1, 1993 between
         Elizabeth C. Reed Trust (Lessor) and Mestek, Inc. (Lessee).        (E)

10.19    1996 Mestek, Inc. Stock Option Plan.                               (I)

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

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

10.22    Letter Agreement between Mestek, Inc. and the Travelers Insurance
         Company, dated March 1, 1996, regarding five and fifty-three hundredth
         percent (5.53%) Senior Notes due March 1, 1998.                    (K)

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

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

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

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

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

10.28    Bill of Sale dated January 1, 2000 between Mestek (Purchase) and
         Machinery Rental Company (Seller)

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

10.30    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.                              (G)

10.31    Agreement and Plan of Reorganization by and betwwe Formtek Acquisition,
         Inc., Formtek, Inc., and Met-Coil Systems Corporation
         dated March 13, 2000

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

10.33    Bill of Sale dated January 1, 2000 between Mestek (Purchase) and
         Machinery Rental Company (Seller)

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 Annual Report on Form 10-K for the
                 year ended December 31, 1994

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

        (G)      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.

        (H)      Filed as an Exhibit  to the  Annual  Report on Form 10-K for
                 the year ended December 31, 1998.

        (I)      Filed as an Exhibit to the Quarterly Report on Form 10-Q for
                 the quarter ended September 30, 1996.
        (J)      Filed as an Exhibit tot eh Quarterly Report on Form 10-Q for
                 the quarter ended September 30, 1997.

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

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

<PAGE>

                                                                  Exhibit 11.1

                                  MESTEK, INC.

              Schedule of Computation of Earnings Per Common Share

Years Ended December 31,

                                           1999           1998             1997
                                           ----           ----             ----

Net income for earnings per share        $17,917         $16,064         $14,405
                                         =======         =======         =======

Basic weighted average number of
common shares outstanding                  8,857           8,921           8,929
                                         =======         =======         =======

Basic earnings per common share           $2.02           $1.80           $1.61
                                         =======         =======         =======

Diluted weighted average number of
common shares outstanding                  8,887           8,949           8,951
                                         =======         =======         =======

Diluted earnings per common share         $2.02           $1.80           $1.61
                                         =======         =======         =======





<PAGE>

                                                                   Exhibit 22.1

                              LIST OF SUBSIDIARIES

                                                                 Jurisdiction of
                                                                       Formation

Name

Advanced Thermal Hydronics, Inc.                             Delaware
Alapco Holding, Inc.                                         Delaware
Anemostat, Inc                                               Delaware
Boyertown Foundry Company                                    Pennsylvania
Deltex Partners, Inc.                                        Delaware
Formtek, Inc.                                                Delaware
     Formtek Acquistion, Inc.                                Delaware
     Hill Engineering, Inc.                                  Illinois

Gentex Partners, Inc.                                        Texas
     Mestex, Ltd. (Texas limited partnership)                Texas
     Yorktown Properties, Ltd. (Texas limited partnership)   Texas

HBS Aquisition Corporation                                   Delaware
Keyser Properties, Inc.                                      Delaware
Lexington Business Trust (Massachusetts business trust)      Massachusetts
MCS, Inc.                                                    Pennsylvania
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
     Robert G. Dewey                                       1988
     Nicholas Kakavis                                      1987
     Richard J. McKnight                                   1987
     Walter J. Markowski                                   1990
     John F. Melesko, Jr.                                  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, 2000                     By: /S/ John E. Reed
       ------------------------           ----------------
                                          John E. Reed, Chairman of the Board
                                          and Chief Executive Officer

Date:  March 31, 2000                     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, 2000                     By: /S/ A. Warne Boyce
       ------------------------           ------------------
                                          A. Warne Boyce, Director




Date:  March 31, 2000                     By: /S/ E. Herbert Burk
       ------------------------           ------------------
                                          E. Herbert Burk, Director




Date:  March 31, 2000                     By: /S/ William J. Coad
       ------------------------           -------------------
                                          William J. Coad, Director






<PAGE>

Date:  March 31, 2000                     By: /S/ David M. Kelly
       ------------------------           -----------------
                                          David M. Kelly, Director




Date:  March 31, 2000                     By: /S/ Winston R. Hindle, Jr.
       ------------------------           --------------------------
                                          Winston R. Hindle, Jr., Director




Date:  March 31, 2000                     By: /S/ David W. Hunter
       ------------------------           -------------------
                                          David W. Hunter, Director




Date:  March 31, 2000                     By: /S/ David R. Macdonald
       ------------------------           ----------------------
                                          David R. Macdonald, Director


Date:  March 31, 2000                     By: /S/ John E. Reed
       ------------------------           ----------------
                                          John E. Reed, Director




Date:  March 31, 2000                     By: /S/ Stewart B. Reed
       ------------------------           -------------------
                                          Stewart B. Reed, Director