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<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

 [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 (FEE REQUIRED)

                    For the fiscal year ended March 31, 2002

                         Commission file number 0-27618

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

                          COLUMBUS McKINNON CORPORATION
             (Exact name of Registrant as specified in its charter)

       New York                                        16-0547600
 (State of Incorporation)                (I.R.S. Employer Identification Number)


                         140 John James Audubon Parkway
                          Amherst, New York 14228-1197
          (Address of principal executive offices, including zip code)

                                 (716) 689-5400
              (Registrant's telephone number, including area code)

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

                Securities pursuant to section 12(b) of the Act:
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:
           Common Stock, $0.01 Par Value (and rights attached thereto)

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

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) 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 the voting stock held by non-affiliates
of the Registrant as of May 31, 2002 was $115,345,490.

         The number of shares of the Registrant's common stock outstanding as
of May 31, 2002 was: 14,895,172 shares

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's proxy statement for its 2002 Annual
Meeting of Shareholders to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A not later than 120 days after the end of the
Registrant's fiscal year ended March 31, 2002 are incorporated by reference into
Part III of this report.

<PAGE>

                          COLUMBUS McKINNON CORPORATION
                         2002 Annual Report on Form 10-K

      This annual report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks, uncertainties and other factors that could
cause our actual results to differ materially from the results expressed or
implied by such statements, including general economic and business conditions,
conditions affecting the industries served by us and our subsidiaries,
conditions affecting our customers and suppliers, competitor responses to the
our products and services, the overall market acceptance of such products and
services, the integration of acquisitions and other factors set forth herein
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Factors Affecting Our Operating Results." We use words like
"will," "may," "should," "plan," "believe," "expect," "anticipate," "intend,"
"future" and other similar expressions to identify forward looking statements.
These forward looking statements speak only as of their respective dates and we
do not undertake and specifically decline any obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect any future events or circumstances after the date of such statements or
to reflect the occurrence of anticipated or unanticipated. Our actual operating
results could differ materially from those predicted in these forward-looking
statements, and any other events anticipated in the forward looking statements
may not actually occur.

                                     PART I

Item 1.           Business.
-------           ---------

General

      We are a leading manufacturer and marketer of hoists, cranes, chain and
component parts serving a wide variety of commercial and industrial end markets.
Our products are used to efficiently and ergonomically move, lift, position or
secure objects and loads. We are the domestic market leader in hoists, our
principal line of products, which we believe provides us with a strategic
advantage in selling our other products. We have achieved this leadership
position through strategic acquisitions, our extensive and well-established
distribution channels and our commitment to product innovation and quality. We
have one of the most comprehensive product offerings in the industry and we
believe we have more overhead hoists in use in North America than all of our
competitors combined. Our brand names, including CM, Coffing, Duff-Norton,
Shaw-Box and Yale, are among the most recognized and well-respected in our
marketplace.

The Building of Our Business

      Founded in 1875, we have grown to our current size and leadership position
largely as the result of 14 businesses we acquired since February 1994. These
acquisitions have significantly broadened our product lines and services and
expanded our geographic, end-user market and our customer base. Our senior
management has substantial experience in the acquisition and integration of
businesses, aggressive cost management, efficient manufacturing techniques and
global operations, all of which are critical to our long-term growth strategy.
We have a proven track record of acquiring complementary businesses and product
lines, integrating their activities into our organization, and aggressively
managing their cost structures to improve operating efficiencies. The history of
our Products and Solutions acquisitions since 1994 is outlined below (purchase
price in millions):

<TABLE>
<CAPTION>


  Date of
Acquisition         Acquired Company                      Purchase Price  Products/Services
-----------         ----------------                     --------------   -----------------

<S>                <C>                                   <C>              <C>
April 1999          Washington Equipment Company         $     6.4        Overhead cranes
March 1999          GL International (1)                      20.6        Overhead cranes
January 1999        Camlok/Tigrip                             10.6        Plate clamps and crane weighers
December 1998       Gautier                                    2.9        Rotary unions and swivel joints
August 1998         Abell-Howe Crane                           7.0        Overhead cranes
March 1998          ASI (2)                                  155.0        Design and manufacture of custom conveyor
                                                                          systems

January 1998        Univeyor                                  15.0        Design and manufacture of powered roller  conveyor systems
December 1996       Lister                                     7.0        Cement kiln, anchor and buoy chain
October 1996        Yale (3)                                 270.0        Hoists, scissor lift tables, actuators, jacks
                                                                          and rotary unions
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


<S>                    <C>                           <C>             <C>
November 1995            Lift-Tech                      63.0         Hoists
October 1995             Endor                           2.0         Hoists
January 1995             Cady Lifters                    0.8         Below-the-hook lifters
December 1994            Conco                           0.8         Operator controlled manipulators
February 1994            Durbin-Durco                    2.4         Load securing equipment and attachments
</TABLE>

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

(1)  In January 2002, we sold Handling Systems & Conveyors, Inc., a subsidiary
     of GL International.
(2)  In May 2002, we sold substantially all of the assets of Automatic
     Systems, Inc. ("ASI").
(3)  In August 1998, we sold the Mechanical Products division of Yale.


Our Position in the Industry

      The U.S. material handling industry is generally divided into the
following sectors:

               o overhead material handling and lifting devices;
               o continuous materials movement;
               o wheeled handling devices; o pallets, containers and packaging;
               o storage equipment and shop furniture; o automation systems
                 and robots; and
               o services and unbundled software.

      The breadth of our products and services enable us to participate in each
of these sectors, except for pallets, containers and packaging and storage
equipment and shop furniture. This diversification, together with our extensive
and varied distribution channels, minimizes our dependence on any particular
product, market or customer. We believe that none of our competitors offers the
variety of products or services in the markets we serve.

      We believe that the demand for our products and services will increase in
the future as a result of several favorable trends. These trends include:

     o Productivity Enhancement. In recent years employers have responded to
competitive pressures by seeking to maximize productivity and efficiency. Our
hoists and other lifting and positioning products allow loads to be lifted and
placed quickly, precisely, with little effort and fewer people, thereby
increasing productivity and reducing cycle time.

     o Safety Regulations and Concerns. Driven by federal and state workplace
safety regulations such as the Occupational Safety and Health Act and the
Americans with Disabilities Act, and by the general competitive need to reduce
costs such as health insurance premiums and workers' compensation expenses,
employers seek safer ways to lift and position loads. Our lifting and
positioning products enable these tasks to be performed with reduced risk of
personal injury.

     o Consolidation of Suppliers. In an effort to reduce costs and increase
productivity, our customers and end-users are increasingly consolidating their
suppliers. We believe that our competitive strengths will enable us to benefit
from this consolidation and enhance our market share.

     o Outsourcing of Material Handling Project Design and Management. More of
our customers and end-users are outsourcing non-core business functions to
improve productivity and cost efficiency. This has created opportunities for us
to assume the project design, management and implementation responsibilities for
both workstation and facility-wide material handling systems.

     o Workforce Diversity. The percentages of women, disabled and older persons
in the work force and the tasks they perform are continuing to increase. Our
products enable many workplace tasks to be performed safely, efficiently and
with less physical stress. We believe that increasing diversity in the workforce
will continue to increase demand for our products.

Our Competitive Strengths

     o Comprehensive Product Line and Strong Brand Name Recognition. We believe
we offer the most


                                       2

<PAGE>

comprehensive product lines in the markets we serve. The breadth of product
lines enables us to provide a "one-stop shop" to many of our distributors who
are looking to consolidate their suppliers. In addition, our brand names,
including Big Orange, Budgit, Chester, CM, Coffing, Cyclone, Duff-Norton,
Hammerlok, Herc-Alloy, Little Mule, Lodestar, Puller, Shaw-Box, Valustar and
Yale, are among the most recognized and respected in the industry. We believe
that our strong brand name recognition has created customer loyalty and helps us
maintain existing business, as well as capture additional business.

     o Leading Market Position and Reputation. We are the largest manufacturer
of hoists, alloy and high strength carbon steel chain and operator-controlled
manipulators in North America. We have developed our leading market position
over our 125-year history by emphasizing technological innovation, manufacturing
excellence and superior after-sale service. Over 60% of our domestic net sales
in fiscal 2002 were from product categories in which we that we believe we hold
the leading market share. We believe that the strength of our established
products and brands and our leading market position provide us with significant
competitive advantages, including preferred supplier status with a majority of
our largest customers. Our large installed base of products also provides us
with a significant competitive advantage in selling our products to existing
customers as well as providing repair and replacement parts.

     o Low-Cost Manufacturing Capability. We believe we are a low-cost
manufacturer and we will continue to consolidate our manufacturing operations
and reduce our manufacturing costs through the following initiatives:

          -    Rationalization and Consolidation. In fiscal 2002, we closed five
               manufacturing plants and one warehouse, consolidated a number of
               similar product lines and standardized certain component parts.
               We have identified five additional manufacturing facilities for
               consolidation within the next 12 months.

          -    Lean Manufacturing. In fiscal 2002, we instituted Lean
               Manufacturing at 13 of our facilities, resulting in substantial
               inventory reductions, a significant decline in required
               manufacturing floor area, decreased product lead time and
               improved productivity.

          -    Purchasing Council. We continue to leverage our company-wide
               purchasing power through our Purchasing Council to reduce our
               costs.

          -    Vertical Integration. We manufacture many of the parts and
               components used in our manufacture of hoists and cranes,
               resulting in reduced costs.

          -    International Expansion. Our continued expansion of our
               manufacturing facilities in China and Mexico provides us with
               another cost efficient platform to manufacture certain of our
               products.

     o Distribution Channel Diversity and Strength. Our products are sold to
over 20,000 general and specialty distributors and OEMs, as well as to over 100
consumer outlets. We enjoy long-standing relationships with, and are a preferred
provider to, the majority of our largest distributors and industrial buying
groups. Over the past decade, there has been significant consolidation among
distributors of material handling equipment. We have benefited from this
consolidation and have maintained and enhanced our relationships with our
leading distributors, as well as formed new relationships. We believe our
extensive North American distribution channels provide a significant competitive
advantage and allow us to effectively market new product line extensions and
promote cross-selling.

     o Strong After-Market Sales and Support. We believe that we retain
customers and attract new customers due to our ongoing commitment to customer
service and satisfaction. We have a large installed base of hoists and chain
that drives our after-market sales for components and repair parts and is a
stable source of higher margin business. We maintain strong relationships with
our customers and provide prompt aftermarket service to end-users of our
products through our authorized network of 13 chain repair stations and over 350
hoist service and repair stations.

     o Experienced Management Team. Our senior management team provides a depth
and continuity of experience in the material handling industry, with our top six
executives possessing an average of over 19 years of experience with us. Our
management has experience in aggressive cost management, efficient manufacturing


                                       3

<PAGE>


techniques, acquiring and integrating businesses and global operations, all of
which are critical to our long-term growth.

Our Strategy

     o Increase Our Domestic Organic Growth. We intend to use our completive
advantages to increase our domestic and international market share across all of
our product lines through the following initiatives:

       -    Leverage Strong Competitive Position. Our large diversified customer
            base, our extensive distribution channels and our close relationship
            with our distributors provide us with insights into customer
            preferences and product requirements that allow us to anticipate and
            address the future needs of end-users. Additionally, we continue to
            implement our CraneMart(TM)initiative launched in 1999 to build an
            integrated North American network of independent and company-owned
            crane builders. CraneMart(TM)participants purchase our products and
            parts for incorporation in their products as well as for
            distribution and are provided a full range of services, including
            best pricing, parts distribution rights, technical support and
            shared resources.

       -    Introduce New Products. We continue to expand our business by
            developing new material handling products and services and expand
            the breadth of our product lines to address customer needs. Recent
            new product introductions include:

            o global wire rope hoists used in overhead cranes;
            o lifting clamps used for lifting large plates of steel;
            o self-standing or ceiling-mounted, light-rail crane systems used in
              work station material handling applications;
            o top-running and underhung end-trucks used in the crane builder
              industry;
            o hand pallet trucks used in warehouse and factory applications; and
            o high speed, light-weight, mini-load cranes used in warehouse
              applications.

     o Increase Our Penetration of International Markets. Our international
sales comprised 29.4% of our net sales in fiscal 2002 and grew at a compounded
annual rate of 26.5%, from $34.3 million in fiscal 1996 to $140.9 million in
fiscal 2002. We sell to distributors in approximately 50 countries and have
manufacturing facilities in Canada, Mexico, Germany, the United Kingdom,
Denmark, France and China. In addition to new product introductions, we intend
to increase international sales and enhance margins by:

       -    Expanding Our Sales and Service Presence. We are expanding our
            sales and service presence in the major market areas of Europe,
            Asia and South America. We have recently added four new sales
            offices and warehouse facilities in Europe, one in Brazil and one
            in Mexico.

       -    Increasing Sales and Improving Margins. We intend to increase our
            sales and improve our margins by manufacturing and exporting a
            broader array of high quality, low-cost products and components
            from our facilities in Mexico and China. We have recently
            constructed a third manufacturing facility in China and are
            expanding our manufacturing capacity and distribution channels in
            Mexico.

     o Reduce Our Operating Costs. Our objective is to remain a low-cost
producer. We continuously seek ways to reduce our operating costs and increase
our manufacturing productivity. In furtherance of this objective, we have
undertaken the following:

       - Rationalization of Facilities. Consolidating acquired operations is an
         integral part of our acquisition strategy. We closed five manufacturing
         plants and one warehouse in fiscal 2002 and have identified five
         additional facilities for consolidation within the next 12 months. When
         completed, we believe these consolidations will result in annual fixed
         cost reductions of approximately $20 million.

       - Implementation of Lean Manufacturing. Through fiscal 2002, we
         have instituted Lean Manufacturing at 13 of our major
         facilities. In fiscal 2002, largely as a result of our Lean

                                       4

<PAGE>

            Manufacturing initiatives, we recaptured approximately 185,000
            square feet of manufacturing floor area and consolidated an
            additional 345,000 square feet of closed facilities. Additionally,
            we reduced inventories by approximately $19 million, improved
            productivity and achieved significant reductions in product lead
            time. We expect to introduce Lean Manufacturing in five additional
            facilities in fiscal 2003. Our Lean Manufacturing initiative
            complements our strategy of integrating and consolidating our
            manufacturing facilities.

       -    Leverage Purchasing Power. The Columbus McKinnon Purchasing Council
            was formed in fiscal 1998 to centralize and leverage our overall
            purchasing power, which has grown through acquisitions. This has
            resulted in annualized savings of approximately $16.3 million since
            its inception, including approximately $3.8 million in fiscal 2002.

     o Pursue Selective Acquisitions. We are negotiating and have received a
term sheet regarding a new bank credit agreement to replace our existing bank
credit agreement which terminates on March 31, 2003. The closing of our new
credit agreement is one of the first steps in our plan to improve our capital
structure. This, together with our other strategies, will better position us to
seek accretive and complementary acquisitions at some time in the future.

Our Segments

     We currently report our operations in two business segments, Products and
Solutions.

      Our Products segment designs, manufactures and distributes a broad range
of material handling products for various industrial applications and for
consumer use. Products in this segment include a wide variety of electric,
lever, hand and air-powered hoists; hoist trolleys; industrial crane systems
such as bridge, gantry and jib cranes; alloy, carbon steel and kiln chain;
closed-die forged attachments, such as hooks, shackles, logging tools and
loadbinders; industrial components, such as mechanical and electromechanical
actuators, mechanical jacks and rotary unions; and below-the-hook special
purpose lifters. These products are typically manufactured for stock and are
sold through a variety of commercial distributors and to end-users. The
end-users of our products are in manufacturing plants, power utility facilities
and warehouses. Some of our products have farming, mining and logging
applications, and we serve a niche market for large entertainment productions.
We also sell some of our products to the consumer market through a variety of
retailers and wholesalers.

      Our Solutions segment is engaged primarily in the design, fabrication and
installation of integrated workstation and facility-wide material handling
systems and in the design and manufacture of operator-controlled manipulators
and tire shredders. This segment also includes our LICO steel erection
operation. The products and services of this segment are highly engineered, are
typically built to order and are primarily sold directly to end-users for
specific applications in a variety of industries.

      Note 18 to our consolidated financial statements included elsewhere in
this annual report provides information related to our business segments in
accordance with generally accepted accounting principles. Summary information
concerning our business segments for fiscal 2000, 2001 and 2002 is set forth
below.

<TABLE>
<CAPTION>
                                                                    Fiscal Years Ended March 31,
                                          ----------------------------------------------------------------------------------
                                                     2000                       2001                       2002
                                                     ----                       ----                       ----
                                                                        (Dollars in millions)

                                                        % of Total                 % of Total                  % of Total
                                                        ----------                 ----------                  ----------
                                            Amount         Sales         Amount       Sales        Amount         Sales
                                            ------         -----         ------       -----        ------         -----
Net Sales
     <S>                                     <C>          <C>          <C>           <C>           <C>          <C>
     Products.......................          $511.3       83.9          $478.9       81.7          $404.7        84.3
     Solutions......................            97.9       16.1           107.3       18.3            75.3        15.7
                                                ----                      -----                       ----
          Total.....................          $609.2                     $586.2                     $480.0
                                              ======                     ======                     ======
</TABLE>

                                        5


<PAGE>

<TABLE>
<CAPTION>

                                                                                    % of                      % of
                                                                                    ----                      -----
                                            Amount     % of Segment                Segment                   Segment
                                            ------     -------------               -------                   -------
                                                          Sales         Amount      Sales       Amount        Sales
                                                          -----         ------      -----       ------        -----

Income from Operations before
      Restructuring Charges and
      Amortization
    <S>                                    <C>         <C>            <C>         <C>        <C>             <C>
     Products                                $75.4        14.7          $73.1       15.3        $47.0          11.6
     Solutions                                 7.8         8.0            3.8        3.5          1.7           2.2
                                               ---         ---            ---        ---          ---           ---
          Total                              $83.2        13.7          $76.9       13.1        $48.7          10.1
                                             =====        ====          =====       ====        =====          ====
</TABLE>

Products Segment

  Products

     Our Products segment primarily designs, manufactures and distributes a
broad range of material handling, lifting and positioning products for various
applications in industry and for consumer use. These products are typically
manufactured for stock and are sold through a variety of distributors.
Approximately 75% of our Products segment net sales is derived from the sale of
products that we sell at a unit price of less than $5,000. In fiscal 2002, net
sales of the Products segment were approximately $404.7 million or approximately
84.3% of our net sales, from continuing operations, of which approximately
$293.2 million, or 72.4%, were domestic and $111.5 million, or 27.6%, were
international. The following table sets forth certain sales data for the
products of our Products segment, expressed as a percentage of net sales of this
segment for fiscal 2001 and 2002:

                                                      Year Ended March 31,
                                              ----------------------------------
                                                  2001                   2002
                                                  ----                   ----

Hoists                                             53%                    52%
Chain and forged attachments                       25                     25
Industrial cranes                                  14                     15
Industrial components                               8                      8
                                                   --                     --
                                                  100%                   100%
                                                  ====                   ====


o    Hoists. We manufacture a variety of electric chain hoists, electric wire
     rope hoists, hand-operated hoists, lever tools, air-powered balancers and
     hoists. Load capacities for our hoist product lines range from one-eighth
     of a ton to 100 tons. These products are sold under our Budgit, Chester,
     CM, Coffing, Shaw-Box, Yale and other recognized trademarks. Our hoists are
     sold for use in a variety of general industrial applications, as well as
     for use in the entertainment, consumer, rental, health care and other
     markets. We also supply hoist trolleys, driven manually or by electric
     motors, for the industrial, consumer and OEM markets.

          We offer a line of custom-designed, below-the-hook tooling, clamps,
     pallet trucks and textile strappings. Below-the-hook tooling and clamps are
     specialized lifting apparatus used in a variety of lifting activities
     performed in conjunction with hoist and chain applications. Pallet trucks
     are manual devices used for across-the-floor material handling, frequently
     in warehouse settings. Textile strappings are below-the-hook attachments,
     frequently used in conjunction with hoists.

o    Chain and Forged Attachments. We manufacture alloy and carbon steel chain
     for various industrial and consumer applications. Federal regulations
     require the use of alloy chain, which we first developed, for overhead
     lifting applications because of its strength and wear characteristics. A
     line of our alloy chain is sold under the Herc-Alloy brand name for use in
     overhead lifting, pulling and restraining applications. In addition, we
     also sell specialized load chain for use in hoists, as well as three grades
     and multiple sizes of carbon steel welded-link chain for various load
     securing and other non-overhead lifting applications. We also manufacture
     kiln chain sold primarily to the cement manufacturing market and anchor and
     buoy chain sold primarily to the United States and Canadian governments.

          We also produce a complete line of alloy and carbon steel closed-die
     forged attachments, including hooks, shackles, hitch pins, master links and
     loadbinders. These forged attachments are used in all chain and wire rope
     rigging applications in a variety of industries, including transportation,
     mining, railroad, construction, marine, logging, petrochemical and
     agriculture.

          In addition, we manufacture carbon steel forged and stamped products,
     such as loadbinders, logging tools and other securing devices, for sale to
     the industrial, consumer and logging markets through industrial
     distributors, hardware distributors, mass merchandiser outlets and OEMs.

                                        6

<PAGE>



o    Industrial Cranes. We entered the crane manufacturing market through our
     August 1998 acquisition of Abell-Howe, a Chicago-based regional
     manufacturer of jib and overhead bridge cranes. Our March 1999 acquisition
     of GL International, which included the Gaffey and Larco brands, and our
     April 1999 acquisition of Washington Equipment Company established us as a
     significant participant in the crane building and servicing markets. Crane
     builders represent a specialized distribution channel for electric wire
     rope hoists and other crane components. We have also established a presence
     in Monterrey, Mexico to provide that growing geographic market with crane
     systems and service.

o    Industrial Components. Through our Duff-Norton division, we design and
     manufacture industrial components such as mechanical and electromechanical
     actuators, mechanical jacks and rotary unions for sale domestically and
     abroad. Actuators are linear motion devices used in a variety of
     industries, including the paper, steel and aerospace industries. Mechanical
     jacks are heavy duty lifting devices used in the repair and maintenance of
     railroad equipment, locomotives and industrial machinery. Rotary unions are
     devices that transfer a liquid or gas from a fixed pipe or hose to a
     rotating drum, cylinder or other device. These unions are unique in that
     they connect a moving or rotating component of a machine to fixed plumbing
     without major spillage or leakage. Rotary unions are used in a variety of
     industries including pulp and paper, printing, textile and fabric
     manufacturing, rubber and plastic.

Sales and Marketing

     Our sales and marketing efforts in support of our Products segment consist
     of the following programs:

o    Factory-Direct Field Sales and Customer Service. We sell our products
     through our direct sales forces of more than 140 salespersons and through
     independent sales agents worldwide. Our sales are further supported by our
     more than 250 company-trained customer service correspondents and sales
     application engineers. We compensate our sales force through a combination
     of base salary and a commission plan based on top line sales and a
     pre-established sales quota.

o    Product Advertising. We promote our products by regular advertising in
     leading trade journals as well as producing and distributing high quality
     information catalogs. We support our product distribution by running
     cooperative "pull-through" advertising in over 15 vertical trade magazines
     and directories directed at theatrical, international, consumer and crane
     builder markets. We run targeted advertisements for chain, hoists, forged
     attachments, scissor lift tables, actuators, hydraulic jacks, hardware
     programs, cranes and light-rail systems.

o    Trade Show Participation. Trade shows are central to the promotion of our
     products, and we participate in more than 40 regional, national and
     international trade shows each year. Shows in which we participate range
     from global events held in Germany to local "markets" and "open houses"
     organized by individual hardware and industrial distributors. We also
     attend specialty shows for the entertainment, rental and safety markets, as
     well as general purpose industrial and consumer hardware shows. In fiscal
     2002, we participated in trade shows in the U.S., Canada, France, Mexico,
     Germany, England, Brazil, Australia, China and Spain.

o    Industry Association Membership and Participation. As a recognized industry
     leader, we have a long history of work and participation in a variety of
     industry associations. Our management is directly involved at the officer
     and director levels of numerous industry associations including the
     following: ISMA (Industrial Supply Manufacturers Association), AWRF
     (Associated Wire Rope Fabricators), PTDA (Power Transmission and
     Distributors Association), SCRA (Specialty Carriers and Riggers
     Association), WSTDA (Web Sling and Tie Down Association), MHI (Material
     Handling Institute), HMI (Hoist Manufacturers Institute), CMAA (Crane
     Manufacturers Association of America), ESTA (Entertainment Services and
     Technology Association), NACM (National Association of Chain
     Manufacturers), AHMA (American Hardware Manufacturers Association)
     and ARA (American Rental Association).

o    Product Standards and Safety Training Classes. We conduct on-site training
     programs worldwide for distributors and end-users to promote and reinforce
     the attributes of our products and their safe use and operation in various
     material handling applications.

                                       7

<PAGE>



     o    Web Site. Our web site at www.cmworks.com currently includes
          electronic catalogs of Columbus McKinnon hoist and chain products and
          list prices. Current and potential customers can browse through our
          diverse product offering or search for specific products by name or
          classification code and obtain technical product specifications. In
          addition, we currently sponsor an additional 19 brand specific web
          sites and have begun a pilot program to sell hand pallet trucks on one
          of these sites. We continue to add additional product catalogs,
          maintenance manuals, advertisements and customer service information
          on our web sites. Many of the web sites allow distributors to search
          for personalized pricing information, order status and product serial
          number data.

Distribution and Markets

      The distribution channels for the Products segment include a variety of
commercial distributors. In addition, the Products segment sells overhead
bridge, jib and gantry cranes, as well as certain forgings and chain assemblies,
directly to end-users. We also sell to the consumer market through wholesalers.
Our products are sold through the following distribution channels:

     o General Distribution Channels. Our general distribution channels
consist of:

     - Industrial distributors that serve local or regional industrial markets
and sell a variety of products for maintenance, repair, operating and
production, or MROP, applications through their own direct sales force.

     - Rigging shops that are distributors with expertise in rigging, lifting,
positioning and load securing. Most rigging shops assemble and distribute chain,
wire rope and synthetic slings and distribute off-the-shelf hoists and
attachments, chain slings and other off-the-shelf products.

     - Crane builders that design, build, install and service overhead crane and
light-rail systems for general industry and also sell a wide variety of hoists
and lifting attachments. We sell electric wire rope hoists and chain hoists as
well as crane components, such as end trucks, trolleys, drives and
electrification systems to crane builders

     o Crane End-Users. We sell overhead bridge, jib and gantry cranes, parts
and service to end-users through our wholly owned crane builders within the
CraneMart(TM) network. Our wholly owned crane builders (Abell-Howe, Gaffey,
Larco and Washington Equipment) design, manufacture, install and service a
variety of cranes with capacities up to 100 tons.

     o Specialty Distribution Channels. Our specialty distribution channels
consist of:

       -  Catalog houses that market a variety of MROP supplies, including
          material handling products, either exclusively through large,
          nationally distributed catalogs, or through a combination of catalog
          and internet sales and a field sales force. More recently, catalog
          houses, particularly W.W. Grainger, Inc., are pursuing e-commerce
          through their web sites. The customer base served by catalog houses,
          which traditionally included smaller industrial companies and
          consumers, has grown to include large industrial accounts and
          integrated suppliers.

       -  Material handling specialists and integrators that design and assemble
          systems incorporating hoists, overhead rail systems, trolleys, scissor
          lift tables, manipulators, air balancers, jib arms and other material
          handling products to provide end-users with solutions to their
          material handling problems.

       -  Entertainment equipment distributors that design, supply and install a
          variety of material handling and rigging equipment for concerts,
          theaters, ice shows, sports arenas, convention centers and discos.

    o  Service-After-Sale Distribution Channel. Service-after-sale
       distributors include our authorized network of 13 chain repair service
       stations and over 350 hoist service and repair stations. This service
       network is designed for easy parts and service access for our large
       installed base of hoists and related equipment in North America.

    o  OEM/Government Distribution Channels.  This channel consists of:

                                       8

<PAGE>



     -    OEMs that supply various component parts directly to other industrial
          manufacturers as well as private branding and packaging of our
          traditional products for material handling, lifting, positioning and
          special purpose applications.

     -    Government agencies, including the United States and Canadian Navies
          and Coast Guards, that purchase primarily anchor, buoy and mooring
          chain and forged attachments.

  o    Consumer Distribution. Consumer sales, consisting primarily of carbon
       steel chain and assemblies, forged attachments and hand powered
       hoists, are made through five distribution channels: two-step
       wholesale hardware distribution (such as Distribution America and Ace
       Hardware); one-step distribution (such as Canadian Tire); trucking and
       transportation distributors (such as U-Haul and Fruehauf); farm
       hardware distributors (such as John Deere and Tractor Supply Company);
       and rental outlets (such as Hertz).

  o    International Distribution. We distribute virtually all of our products
       in over 50 countries on six continents through a variety of distribution
       channels.

     Customer Service and Training

      We maintain customer service departments staffed by trained personnel for
all of our Products segment sales divisions, and regularly schedule product and
service training schools for all customer service representatives and field
sales personnel. Training programs for distribution and service station
personnel, as well as for end-users, are scheduled on a regular basis at most of
our facilities and in the field. We have more than 350 service stations
worldwide that provide local and regional repair, warranty and general service
work for distributors and end-users. End-user trainees attending our various
programs include representatives of General Motors, DuPont, 3M, GTE, Cummins
Engine, General Electric and many other industrial organizations.

      We also provide, in multiple languages, a variety of collateral material
in video, cassette, CD-ROM, slide and print format addressing relevant material
handling topics such as the care, use and inspection of chains and hoists, and
overhead lifting and positioning safety. In addition, we sponsor advisory boards
made up of representatives of our primary distributors and service-after-sale
network members who are invited to participate in discussions focused on
improving products and service. These boards enable us and our primary
distributors to exchange product and market information relevant to industry
trends.

     Backlog

      Our Products segment backlog of orders at March 31, 2002 was approximately
$41.3 million compared to approximately $44.3 million at March 31, 2001. Our
orders for standard products are generally shipped within one week. Orders for
products that are manufactured to customers' specifications are generally
shipped within four to twelve weeks. We do not believe that the amount of our
Products segment backlog of orders is a reliable indication of our future sales.

     Competition

      Despite recent consolidation, the material handling industry remains
highly fragmented. We face competition from a wide range of regional, national
and international manufacturers in both domestic and international markets. In
addition, we often compete with individual operating units of larger, highly
diversified companies.

      The principal competitive factors affecting our Products segment include
product performance, functionality, price, brand, reputation, reliability and
availability, as well as customer service and support. Other important factors
include distributor relationships, territory coverage and the ability to
service the distributor with on-time delivery and repair services.

      Our Products segment competes in hoists with Siemens Dematic,
Kito-Harrington, Ingersoll-Rand, KCI Konecranes and Morris Material Handling; in
chain with Cooper Industries, Peerless Chain Company and American Chain and
Cable Company; in forged attachments with the Crosby Group and Cooper
Industries; in crane building with Siemens Dematic, KCI Konecranes, Morris
Material Handling and R. Stahl; and in industrial components with Deublin,
Joyce-Dayton and Nook Industries.

                                       9

<PAGE>



Solutions Segment

      The Solutions segment is engaged primarily in the design, fabrication and
installation of integrated work station and facility-wide material handling
systems and in the manufacture and distribution of operator-controlled
manipulators, scissor lift tables and tire shredders. Net sales of the Solutions
segment in fiscal 2002 were approximately $75.3 million, or approximately 15.7%
of our total net sales from continuing operations, of which approximately $46.0
million, or 61.1%, were domestic and approximately $29.3 million, or 38.9% were
international. The following table sets forth certain sales data for the
products and services of our Solutions segment, expressed as a percentage of
this segment's net sales for fiscal 2001 and 2002:

<TABLE>
<CAPTION>


                                                            Fiscal Years Ended March 31,
                                                    ---------------------------------------------
                                                            2001                   2002
                                                            ----                   ----

          <S>                                                <C>                    <C>
          Integrated material handling conveyor systems      33%                    40%
          Steel erection                                     36                     24
          Manipulators and light-rail systems                14                     17
          Scissor lift tables                                11                     11
          Other                                               6                      8
                                                             --                     --
                                                            100%                   100%
                                                            ====                   ====
</TABLE>

    Products and Services

     o    Integrated Material Handling Conveyor Systems. Conveyors are the most
          important component of a material handling system, reflecting their
          high functionality for transporting material throughout manufacturing
          and warehouse facilities. We specialize in designing
          computer-controlled and automated powered roller conveyors for use in
          warehouse operations and distribution systems.

     o    Steel Erection. Through our LICO Steel operation, we erect structural
          steel in commercial buildings. We primarily act as a subcontractor in
          the construction of manufacturing plants and warehouse facilities in
          the Kansas City area.

     o    Manipulators and Light-Rail Systems. We manufacture two lines of
          sophisticated operator-controlled manipulators under the names
          Positech and Conco. These products are articulated mechanical arms
          with specialized end tooling designed to perform lifting, rotating,
          turning, tilting, reaching and positioning tasks in a manufacturing
          process. We can offer custom-designed hydraulic, pneumatic, and
          electric manipulators utilizing various models and size configurations
          for a wide variety of applications where the user requires multi-axial
          movement in a harsh or repetitive environment. In fiscal 2001, we
          introduced light-rail systems that are portable steel overhead beam
          configurations used at workstations, from which hoists are frequently
          suspended.

     o    Scissor Lift Tables. Our American Lifts division manufactures powered
          scissor lift tables. These products enhance workplace ergonomics and
          are sold primarily to customers in the manufacturing, construction,
          general industrial and air cargo industries.

    Sales and Marketing

      The products and services of the Solutions segment are sold primarily to
large sophisticated corporate end-users, including Federal Express, UPS, United
Biscuits, Lego, John Deere, Lowe's and other industrial companies, systems
integrators and distributors. In the sale of our integrated material handling
conveyor systems, we act as a prime contractor with turnkey responsibility or as
a supplier working closely with the customer's general contractor. Sales are
generated by internal sales personnel and rely heavily on engineer-to-engineer
interactions with the customer. The process of generating client contract awards
for integrated conveyor systems generally entails receiving a
request-for-quotation from customers and undergoing a competitive bidding
process. The Solutions segment also sells manipulators, light-rail systems and
scissor lift tables through its internal sales force and through specialized
independent distributors and manufacturers representatives.

    Customer Service and Training


                                       10

<PAGE>



      The Solutions segment offers a wide range of value-added services to
customers including: an engineering review of the customer's processes; an
engineering solution for identified material handling problems; project
management; and custom design, manufacturing and installation services. We also
offer after-sales services including operator training and maintenance. The
typical length of after-sales service varies depending on customer requirements
and supplemental training courses are offered as needed.

      Backlog

      Revenues from our Solutions segment are generally recognized within one to
six months. Our backlog of orders at March 31, 2002 was approximately $15.0
million compared to approximately $13.5 million at March 31, 2001.

      Competition

      The principal competitive factors affecting the market for the products
and services of our Solutions segment include application solutions, performance
and price. The process of generating client contract awards for these businesses
generally entails receiving a request-for-quotation from end-users and
undergoing a competitive bidding process. Our Solutions segment competes
primarily with Crisplant, Diafuku, Swisslog, Gorbel and Southworth.

      Employees

      At March 31, 2002, our continuing operations had 3,074 employees; 2,263 in
the U.S., 224 in Canada, 106 in Mexico and 481 in Europe and Asia. Approximately
800 of our employees are represented under nine separate U.S. or Canadian
collective bargaining agreements which terminate at various times between August
2002 and April 2007. We believe that our relationship with our employees is
good.

Raw Materials and Components

      Our principal raw materials and components are steel, consisting of
structural steel, processed steel bar, forging bar steel, steel rod and wire,
steel pipe and tubing and tool steel; electric motors; bearings; and gear
reducers; castings; and electro-mechanical components. These commodities are all
available from multiple sources. We purchase most of these raw materials and
components from a limited number of strategic and preferred suppliers under
long-term agreements which are negotiated on a company-wide basis through our
Purchasing Council to take advantage of volume discounts and to protect us from
price increases. Although the steel industry is cyclical and steel prices can
fluctuate, we have not been significantly impacted in recent years by increases
in steel prices. We estimate the recently enacted U.S. steel tariffs will result
in a 3% increase in our steel raw materials costs. We generally seek to pass on
materials price increases to our customers, although a lag period often exists.
Our ability to pass on these increases is determined by competitive conditions.

Manufacturing

      We manufacture approximately 90% of the products we sell. Additionally, we
outsource components and finished goods from an established global network of
suppliers. We regularly upgrade our manufacturing facilities and invest in
tooling, equipment and technology. We have implemented Lean Manufacturing in our
plants which has resulted in inventory reductions, reductions in required
manufacturing floor area, shorter product lead time and increased productivity.

      Our manufacturing operations are highly integrated. Although raw materials
and some components such as motors, bearings, gear reducers, castings and
electro-mechanical components, are purchased, our vertical integration enables
us to produce many of the components used in the manufacturing of our products.
We manufacture hoist lifting chain, steelforged gear blanks, lift wheels,
trolley wheels, hooks and other attachments for incorporation into our hoist
products. These products are also sold as spare parts for hoist repair.
Additionally, our hoists are used as components in the manufacture of
crane systems by us and by our end-users. We believe this vertical integration
results in lower production costs, greater manufacturing flexibility and
higher product quality, and reduces our reliance on outside suppliers.

Environmental and Other Governmental Regulation

      Like many manufacturing companies, we are subject to various federal,
state and local laws relating to the protection of the environment. To address
the requirements of such laws, we have adopted a corporate environmental


                                       11

<PAGE>



protection policy which provides that all of our owned or leased facilities
shall, and all of our employees have the duty to, comply with all applicable
environmental regulatory standards, and we have initiated an environmental
auditing program for our facilities to ensure compliance with such regulatory
standards. We have also established managerial responsibilities and internal
communication channels for dealing with environmental compliance issues that may
arise in the course of our business. Because of the complexity and changing
nature of environmental regulatory standards, it is possible that situations
will arise from time to time requiring us to incur expenditures in order to
ensure environmental regulatory compliance. However, we are not aware of any
environmental condition or any operation at any of our facilities, either
individually or in the aggregate, which would cause expenditures having a
material adverse effect on our results of operations or financial condition and,
accordingly, have not budgeted any material capital expenditures for
environmental compliance for fiscal 2002.

      Certain federal and state laws, sometimes referred to as Superfund laws,
require certain companies to remediate sites that are contaminated by hazardous
substances. These laws apply to sites owned or operated by a company, as well as
certain off-site areas for which a company may be jointly and severally liable
with other companies or persons. The required remedial activities are usually
performed in the context of administrative or judicial enforcement proceedings
brought by regulatory authorities. We have been identified by the New York State
Department of Environmental Conservation, or NYSDEC, along with other companies,
as a potentially responsible party, or PRP, at the Frontier Chemical Site in
Pendleton, New York, a site listed on NYSDEC's Registry. From 1958 to 1977, the
Pendleton Site had been operated as a commercial waste treatment and disposal
facility. We sent waste pickling liquor generated at our facility in Tonawanda,
New York, to the Pendleton Site during the period from approximately 1969 to
1977, and we participated with other PRPs in conducting the remediation of the
Pendleton Site under a consent order with NYSDEC. Construction in connection
with the remediation has been completed and this project is currently in its
operations and maintenance phase. As a result of a negotiated cost allocation
among the participating PRPs, we have paid our pro rata share of the remediation
construction costs and accrued our share of the ongoing operations and
maintenance costs. As of March 31, 2002, we have paid approximately $1.0 million
in remediation and ongoing operations and maintenance costs associated with the
Pendleton Site. The participating PRPs have identified and commenced a cost
recovery action against a number of other parties who sent hazardous substances
to the Pendleton Site. If the currently non-participating parties identified by
the participating PRPs pay their pro rata shares of the remediation costs, then
our share of total site remediation costs will decrease. Full settlements have
been reached with 111 of the 113 defendants in the cost recovery action, and
settlements in principle have been reached with the remaining two defendants.
All settlement payments in connection with the Pendleton Site are being held in
a trust account pending a final allocation. We have also entered into a
settlement agreement with one of our insurance carriers in the amount of $0.7
million in connection with the Pendleton Site and have received payment in full
of the settlement amount.

      For all of the currently known environmental matters, we have accrued a
total of approximately $0.7 million as of March 31, 2002, which, in our opinion,
is sufficient to deal with such matters. Further, our management believes that
the environmental matters known to, or anticipated by, us should not,
individually or in the aggregate, have a material adverse effect on our
operating results or financial condition. However, there can be no assurance
that potential liabilities and expenditures associated with unknown
environmental matters, unanticipated events, or future compliance with
environmental laws and regulations will not have a material adverse effect on
us.

      Our operations are also governed by many other laws and regulations,
including those relating to workplace safety and worker health, principally OSHA
and regulations thereunder. We believe that we are in material compliance with
these laws and regulations and do not believe that future compliance with such
laws and regulations will have a material adverse effect on our operating
results or financial condition.

Item 2.   Properties.
-------   -----------

      We maintain our corporate headquarters in Amherst, New York and conduct
our principal manufacturing at the following facilities:

<TABLE>
<CAPTION>

                                                                      Square     Owned or     Business
                                                                      ------     --------     --------
        Location                   Type of Facility                  Footage      Leased       Segment
        --------                   ----------------                  -------      ------       -------

United States:
--------------
<S>                           <C>                                   <C>           <C>         <C>
  Muskegon, MI                Hoists                                 500,000       Owned       Products
  Charlotte, NC               Industrial components                  250,000       Owned       Products
  Tonawanda, NY               Manipulators, light-rail and forged
                              products                               187,600       Owned       Solutions
  Wadesboro, NC               Hoists                                 180,000       Owned       Products
  Lexington, TN               Chain                                  153,200       Owned       Products
  Forest Park, IL             Cranes                                 116,000       Owned       Products
  Cedar Rapids, IA            Forged attachments                     100,000       Owned       Products
  Reform, AL                  Stampings                               99,800       Owned       Products
  Eureka, IL                  Cranes                                  91,300       Owned       Products
  Damascus, VA                Hoists                                  87,400       Owned       Products
  Chattanooga, TN             Forged attachments                      77,000       Owned       Products
  Greensburg, IN              Scissor lifts                           60,000       Owned       Solutions
  Laurens, IA                 Manipulators                            50,400       Owned       Solutions
  Claremore, OK               Cranes                                  42,000       Owned       Products
  Lisbon, OH                  Hoist manufacturing                     37,000       Owned       Products
  Cleveland, TX               Cranes                                  35,000       Owned       Products
  Chattanooga, TN             Forged attachments                      33,000       Owned       Products
  Sarasota, FL                Tire shredders                          25,000       Owned       Solutions
  Blaine, WA                  Chains                                  15,800       Owned       Products
</TABLE>

                                       12

<PAGE>

<TABLE>
<CAPTION>

                                                                                Square     Owned or     Business
                                                                                ------     --------     --------
        Location                   Type of Facility                            Footage      Leased      Segment
        --------                   ----------------                            -------      ------      -------

International:
-------------
<S>                               <C>                                          <C>            <C>      <C>
  Cobourg, Ontario,  Canada        Chain and hoists                              125,000     Owned      Products
  Santiago, Tianguistenco,
     Mexico                        Hoists and chain                               85,000     Owned      Products
  Arden, Denmark                   Project design and conveyors                   70,500     Owned      Solutions
  Velbert, Germany                 Hoists                                         56,000     Leased     Products
  Chester, United Kingdom          Plate clamp manufacturing (Camlok)             47,900     Leased     Products
  Stoney Creek, Ontario, Canada    Crane manufacturing                            42,400     Owned      Products
  Hangzhou, China                  Metal fabrication, textiles and textile        37,000     Leased     Products
                                   strappings
  Chester, United Kingdom          Plate clamps                                   25,400     Owned      Products
  Romeny-sur-Marne, France         Rotary unions                                  21,600     Owned      Products
  Hangzhou, China                  Textile strappings                             20,000     Leased     Products
  Arden, Denmark                   Project construction                           19,500     Leased     Solutions
  Vierzon, France                  Hoists                                         14,000     Leased     Products
  Hangzhou, China                  Hoists and hand pallet trucks                  7,200      Leased     Products
</TABLE>



     In addition, we have a total of 32 sales offices, distribution centers and
warehouses. We believe that our properties have been adequately maintained, are
in generally good condition and are suitable for our business as presently
conducted. We also believe our existing facilities provide sufficient production
capacity for our present needs and for our anticipated needs in the foreseeable
future. Upon the expiration of our current leases, we believe that either we
will be able to secure renewal terms or enter into leases for alternative
locations at market terms.

Item 3.           Legal Proceedings.
-------           ------------------

     From time to time, we are named a defendant in legal actions arising out of
the normal course of business. We are not a party to any pending legal
proceeding other than ordinary, routine litigation incidental to our business.
We do not believe that any of our pending litigation will have a material impact
on our business. We maintain liability insurance against risks arising out of
the normal course of business. This insurance coverage is obtained through our
wholly-owned insurance subsidiary of which we are the sole policy holder. The
limits of this coverage are $2.0 million per occurrence and $5.0 million
aggregate per year. We obtain additional insurance coverage from independent
insurers in excess of these limits.

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


                                       13

<PAGE>



     Not applicable.



                                       14

<PAGE>

                                     PART II

Item 5.           Market for the Company's Common Stock and Related Security
-------           Holder Matters.
                  ----------------------------------------------------------

     Our common stock is traded on the Nasdaq National Market under the symbol
"CMCO." As of May 31, 2002, there were 493 holders of record of our common
stock.

     We paid quarterly cash dividends on our common stock from 1988 through the
second quarter of fiscal 2002. In January 2002, we announced that we were
indefinitely suspending the payment of cash dividends on our common stock in
order to dedicate our cash resources to the repayment of outstanding
indebtedness. We may reconsider or revise this policy from time to time based
upon conditions then existing, including, without limitation, our earnings,
financial condition, capital requirements or other conditions our Board of
Directors may deem relevant.

     The following table sets forth, for the fiscal periods indicated, the high
and low sale prices per share for our common stock as reported on the Nasdaq
National Market and our dividend history.

<TABLE>
<CAPTION>


                                                             Price Range
                                                                 of              Dividend
                                                             Common Stock       Per Share
                                                             ------------       ----------
                                                            High       Low

<S>                                                    <C>          <C>         <C>
      Year Ended March 31, 2000
        First Quarter...............................   $   29.00    $  18.88    $  0.07
        Second Quarter..............................       25.25       17.12       0.07
        Third Quarter...............................       17.44        9.87       0.07
        Fourth Quarter..............................       15.75       10.00       0.07

      Year Ended March 31, 2001
        First Quarter...............................   $   15.06    $  12.87    $  0.07
        Second Quarter..............................       15.25       13.55       0.07
        Third Quarter...............................       13.94        8.75       0.07
        Fourth Quarter..............................        9.67        7.50       0.07

      Year Ended March 31, 2002
        First Quarter...............................   $   11.25    $    6.96   $  0.07
        Second Quarter..............................       10.40         9.36      0.07
        Third Quarter...............................       10.15         7.45      0.00
        Fourth Quarter..............................       12.80         9.31      0.00
</TABLE>

     On June 10, 2002, the last reported sale price of our common stock on the
Nasdaq National Market was $9.29 per share.

Item 6.           Selected Financial Data.
-------           ------------------------

      The following financial data represent our continuing operations and
reflect the May 2002 sale of substantially all of the assets of ASI. The
consolidated balance sheets as of March 31, 2001 and 2002 and the related
statements of operations, cash flows and shareholders' equity for the three
years ended March 31, 2002 and notes thereto appear elsewhere in this annual
report. The selected consolidated financial data presented below should be read
in conjunction with, and are qualified in their entirety by, "Management's
Discussion and Analysis of Results of Operations and Financial Condition," our
consolidated financial statements and the notes thereto and other financial
information included elsewhere in this annual report.

                                       15

<PAGE>

<TABLE>
<CAPTION>

                                                                        Fiscal Years Ended March 31,
                                                                       -----------------------------
                                                         1998         1999          2000         2001          2002
                                                         ----         ----          ----         ----          ----
                                                              (Amounts in millions, except per share data)

Statement of Operations Data:
   <S>                                              <C>           <C>           <C>          <C>           <C>
   Net sales                                          $    561.8   $     594.0   $    609.2   $    586.2    $    480.0
   Cost of products sold                                   401.7         424.5        436.8        426.7         359.6
                                                      -----------  ------------  -----------  -----------   -----------
   Gross profit                                            160.2         169.5        172.4        159.5         120.5
   Selling expenses                                         46.6          47.6         48.7         48.4          43.5
   General and administrative expenses                      33.4          36.6         40.5         34.3          28.2
                                                      -----------  ------------  -----------  -----------   -----------
   Income from operations before restructuring              80.2          85.3         83.2         76.9          48.7
    charges and amortization
   Restructuring charges                                      -             -            -            -            9.6
   Amortization of intangibles                              10.3          10.6         11.4         11.0          11.0
                                                      -----------  ------------  -----------  -----------   -----------
   Income from operations                                   69.9          74.7         71.8         65.9          28.1
   Interest and debt expense                                25.1          34.7         33.5         36.3          29.4
   Other (income) and expense, net (1)                     (1.9)         (1.5)        (1.3)        (2.2)           2.5
                                                      -----------  ------------  -----------  -----------   -----------
   Income (loss) before income taxes                        46.8          41.6         39.7         31.7         (3.7)
   Income tax expense                                       22.8          18.5         17.6         16.8           2.3
                                                      -----------  ------------  -----------  -----------   -----------
   Income (loss) from continuing operations (2)       $     24.0   $      23.1   $     22.1   $     14.9    $    (6.0)
                                                      ===========  ============  ===========  ===========   ===========
   Diluted earnings (loss) per share from                  $1.66         $1.61        $1.55        $1.04    $   (0.42)
    continuing operations
   Basic earnings (loss) per share from continuing
    operations                                             $1.69         $1.63        $1.56        $1.04    $   (0.42)
   Weighted average shares outstanding - assuming
    dilution                                                14.4          14.3         14.2         14.3          14.4
   Weighted average shares outstanding - basic              14.2          14.1         14.1         14.3          14.4

Balance Sheet Data (at end of period):
   Total assets (3)                                   $    762.7   $     741.3   $    731.8   $    722.4    $    524.3
   Total debt                                              458.6         423.6        413.8        407.0         347.9
   Total shareholders' equity                              170.9         188.7        203.5        207.9          71.6

Other Financial Data:
   EBITDA (4)                                         $     91.9   $      97.8   $     96.1    $    90.7    $     62.0
   Cash provided by operating activities                    38.4          52.2         44.3         38.3          49.8
   Capital expenditures                                     11.4          12.8          7.9         10.2           4.8
   Cash dividends per common share                          0.28          0.28         0.28         0.28          0.14
</TABLE>

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

     (1) Other (income) and expense, net includes the following unusual items in
         fiscal 2002: (i) $2.8 for an unrealized, non-cash, mark-to-market loss
         recognized on certain marketable equity securities held by our captive
         insurance subsidiary; (ii) $1.5 loss on the January 2002 sale of a
         small subsidiary; and (iii) $1.9 gain on the sale of assets held for
         sale.

     (2) Income (loss) from continuing operations and earnings per share data
         are presented prior to an extraordinary charge for early debt
         extinguishment of $4.5 in fiscal 1998.

     (3) Total assets includes net assets of discontinued operations of $150.3,
         $149.9, $152.6, $163.5 and $21.5 as of March 31, 1998, 1999, 2000, 2001
         and 2002, respectively.

     (4) EBITDA is defined as the sum of income from continuing operations
         before income taxes, interest and debt expense, depreciation expense,
         amortization of intangible assets (including goodwill), non-recurring
         restructuring charges and certain non-cash charges included in other
         (income) and expense, net as described in clauses (i) and (ii) of note
         1. EBITDA is commonly used as an analytical indicator and also serves
         as a

                                       16

<PAGE>

     measure of leverage capacity and debt servicing ability. EBITDA should not
     be considered as a measure of financial performance under accounting
     principles generally accepted in the United States. The items excluded from
     EBITDA are significant components in understanding and assessing financial
     performance. EBITDA should not be considered in isolation or as an
     alternative to net income, cash flows generated by operating, investing or
     financing activities or other financial statement data presented in our
     consolidated financial statements as an indicator of financial performance
     or liquidity. EBITDA as measured in this annual report is not necessarily
     comparable with similarly titled measures for other companies.

Item 7.    Management's Discussion And Analysis Of Results Of Operations And
           -----------------------------------------------------------------
           Financial Condition
           -------------------

      This section should be read in conjunction with our consolidated financial
statements included elsewhere in this annual report. Comments on the results of
operations and financial condition below refer to our continuing operations,
except in the section entitled "Discontinued Operations."

Overview

      We are a leading manufacturer and marketer of hoists, cranes, chain and
component parts serving a wide variety of commercial and industrial end markets.
Our products are used to efficiently and ergonomically move, lift, position or
secure objects and loads. Our Products segment sells a wide variety of powered
and manually operated wire rope and chain hoists, industrial crane systems,
chain, hooks and attachments. Our Solutions segment designs, manufactures, and
installs application-specific material handling systems and solutions for
end-users to improve work station and facility-wide work flow.

      Founded in 1875, we have grown to our current size and leadership position
largely as the result of the 14 businesses we acquired between February 1994 and
April 1999. These acquisitions have significantly broadened our product lines
and services and expanded our geographic reach, end-user markets and customer
base. As a result of these acquisitions and internal growth, our revenues have
increased from approximately $209.8 million in fiscal 1996, the year of our
initial public offering, to approximately $480.0 million in fiscal 2002.

      The operations of our acquired businesses have been substantially
integrated with our existing businesses. We converted nearly all of our acquired
North American businesses onto our computer system which integrates all of our
applications from order entry to production planning to accounting, facilitating
company-wide information flow. Further acquisition integration activities
included cost reductions resulting from internally supplying chain and forged
attachments to acquired hoist businesses we've acquired, consolidating
purchasing efforts through our Purchasing Council, reducing duplicative sales
and marketing activities, eliminating administrative headcount and consolidating
treasury and accounts receivable functions. Our acquisition integration
activities also included revenue enhancements through cross-selling of products
between existing and acquired businesses. The next phase of the integration of
these businesses includes reducing our excess manufacturing capacity and
improving our productivity. This phase is currently in progress through our
facility rationalization program and Lean Manufacturing efforts.

      The latter phase of these integration activities was delayed for a period
of approximately two years, from early 1999 through early 2001, due to
difficulties encountered with the assimilation of our 1998 ASI acquisition.
Substantially all of the assets of that business, which formerly comprised our
Solutions - Automotive segment, were sold in May 2002. ASI did not prove to be a
good fit for us mainly because of the highly volatile nature of its business,
its significant dependence on the auto industry and its heavy use of working
capital. Despite the fact that the write-off associated with that disposition
increased our financial leverage, the proceeds furthered our efforts to reduce
debt and future interest expense, which has recently been one of our primary
objectives.

      Many of the U.S. industrial sectors that we serve have been impacted by
soft economic conditions since mid-1998. These conditions deteriorated
significantly in our fiscal 2001 fourth quarter and continued to decline
throughout fiscal 2002, impacting our net sales and financial performance. After
reaching a historical high of $609.2 million in fiscal 2000, our net sales
declined 3.8% to $586.2 million in fiscal 2001, and further by 18.1% to $480.0
million in fiscal 2002, primarily due to this downturn in the business cycle.
Despite these economic conditions and their impact on our operating results, we
maintained our leading market share, generated positive cash flow from
operations and repaid $6.4 million and $59.7 million of debt in fiscal 2001 and
2002, respectively. Our positive cash flow was favorably impacted by our Lean
Manufacturing efforts, which began in fiscal 2002. These efforts are
fundamentally changing our manufacturing processes, resulting in significant
inventory reductions.

                                       17

<PAGE>

Results of Operations

      Net sales of the Products and Solutions segments, in millions of dollars
and with percentage changes for each segment, were as follows:

<TABLE>
<CAPTION>


                                                                           Change                Change
                              Fiscal Years Ended March 31,              2002 vs. 2001        2001 vs. 2000
                              ----------------------------              -------------        -------------
                            2002           2001          2000         Amount        %         Amount     %
                            ----           ----          ----         ------        -         ------     -

<S>                            <C>         <C>          <C>          <C>         <C>           <C>       <C>
Products segment.........   $404.7         $478.9       $511.3       $(74.2)     (15.5)      $(32.4)   (6.3)
Solutions segment........     75.3          107.3         97.9        (32.0)     (29.8)         9.4     9.6
                              ----          -----         ----        ------    ------          ---     ---
     Total net sales.....   $480.0         $586.2       $609.2      $(106.2)     (18.1)      $(23.0)    (3.8)
                            ======         ======       ======      ========     ======      =======    =====

</TABLE>

      Sales fluctuations during the periods were primarily due to the downturn
in the general economy and the industrial sectors in particular. Net sales in
fiscal 2002 of $480.0 million decreased by $106.2 million, or 18.1%, from fiscal
2001, and sales in fiscal 2001 of $586.2 million decreased $23.0 million, or
3.8%, from fiscal 2000. Our Products segment net sales declined 15.5% and 6.3%
in fiscal 2002 and 2001, respectively, primarily due to decreased unit sales
resulting from the soft U.S. industrial markets. Our Solutions segment net sales
decreased 29.8% and increased 9.6% in fiscal 2002 and 2001, respectively. The
decline in fiscal 2002 was primarily due to soft U.S. industrial markets and our
decision to exit our domestic general contracting business, which had net sales
of $1.4 million and $____ million in fiscal 2002 and 2001, respectively. The
growth in fiscal 2001 was primarily due to the expansion of our European
operations, partially offset by soft U.S. industrial markets.

      Gross profit of the Products and Solutions segments, in millions of
dollars and as a percentage of total segment net sales, were as follows:

<TABLE>
<CAPTION>


                                                  Fiscal Years Ended March 31,
                             --------------------------------------------------------------
                                     2002                 2001                2000
                                     ----                 ----                ----
                                   Amount     %        Amount      %        Amount    %
                                   ------     -        ------      -        ------    -

<S>                                <C>       <C>       <C>        <C>       <C>      <C>
Products segment................   $109.3    27.0      $145.1     30.3      $153.9   30.1
Solutions segment...............     11.2    14.9        14.4     13.4       18.5    18.9
                                     ----    ----        ----     ----       ----    ----
     Total gross profit.........   $120.5    25.1      $159.5     27.2     $172.4    28.3
                                   ======    ====      ======     ====     ======    ====
</TABLE>


      Our gross profit margins were approximately 25.1%, 27.2% and 28.3% for
fiscal 2002, 2001 and 2000, respectively. The decreases in gross profit margin
for fiscal 2002 and 2001 were primarily the result of the significant decline in
net sales over the years presented and the resulting decrease in absorption of
fixed production costs, partially offset by discretionary cost control measures.
The gross profit margin in our Products segment decreased in fiscal 2002 due to
the 15.5% decrease in net sales and resulting decrease in production cost
absorption, the lack of a general price increase to offset inflationary costs
especially insurance costs, and a $3.8 million reclassification of certain crane
builder expenses to cost of products sold from general and administrative
expenses in fiscal 2002. Despite soft industrial markets, increasing energy
costs and a $3.5 million reclassification of certain crane builder expenses to
cost of products sold from general and administrative expenses in fiscal 2001,
the gross profit margin in the Products segment increased in fiscal 2001. This
increase primarily resulted from our cost control efforts and the integration of
acquisitions. The gross profit margin in our Solutions segment increased in
fiscal 2002 despite the 29.8% decrease in net sales and the resulting decrease
in production cost absorption. This decrease was primarily attributable to weak
margins in fiscal 2001. The Solutions segment's gross profit margin decreased in
fiscal 2001 primarily as a result of relatively low sales volumes in soft U.S.
industrial markets and increasing energy costs. Additionally, our margins were
adversely impacted by unprofitable operations in our general contracting
business, a service we no longer provide, and operational inefficiencies at one
of our European facilities that was consolidated.

      Selling expenses were $43.5 million, $48.4 million and $48.7 million in
fiscal 2002, 2001 and 2000, respectively. As a percentage of net sales, selling
expenses were 9.1%, 8.3% and 8.0% in fiscal 2002, 2001 and 2000, respectively.
The fiscal 2002 and 2001 reductions reflect cost control efforts due to soft
economic conditions as well as the variable nature of some expenses,
particularly commissions, travel expenses and sales office costs.

                                       18

<PAGE>


      General and administrative expenses were $28.2 million, $34.3 million and
$40.5 million in fiscal 2002, 2001 and 2000, respectively. As a percentage of
net sales, general and administrative expenses were 5.9%, 5.8% and 6.6% in
fiscal 2002, 2001 and 2000, respectively. The expense reductions resulted from
cost control measures and the reclassification of $3.8 million and $3.5 million
of crane builder expenses into cost of products sold in fiscal 2002 and 2001,
respectively, partially offset by sales office expansions into new geographic
regions and the expenses associated with our strategic alternatives evaluation
in fiscal 2001.

      Restructuring charges of $9.6 million, or 2.0% of net sales, in fiscal
2002 were attributable to the closure of manufacturing facilities in fiscal
2002. We anticipate that our restructuring charges for fiscal 2003 in connection
with our ongoing facility rationalization initiative will be between $8.5
million to $9.5 million.

      Amortization of intangibles was $11.0 million, $11.0 million and $11.4
million in fiscal 2002, 2001 and 2000, respectively, relating primarily to
non-tax deductible goodwill amortization.

      Interest and debt expense was $29.4 million, $36.3 million and $33.5
million in fiscal 2002, 2001 and 2000, respectively. As a percentage of net
sales, interest and debt expense was 6.1%, 6.2% and 5.5% in fiscal 2002, 2001
and 2000, respectively. The fiscal 2002 decrease was the result of a paydown of
senior bank debt of $59.7 million and a reduction in interest rates. The fiscal
2001 increase was primarily the result of increased interest rates.

      Other (income) and expense, net was $2.5 million, $2.2 million and $1.3
million in fiscal 2002, 2001 and 2000, respectively. The expense in fiscal 2002
included an unrealized, non-cash, mark-to-market loss recognized on certain
marketable equity securities held by our captive insurance subsidiary; a loss on
the January 2002 sale of a small subsidiary; and a gain on the sale of assets
held for sale. The remaining fluctuations were due to the sale of marketable
securities by our captive insurance subsidiary for settlement of a portion of
our general and products liability claims.

      Income taxes as a percentage of income before income taxes were not
meaningful in fiscal 2002 and were 52.9% and 44.3% in fiscal 2001 and 2000,
respectively. The percentages reflected the effect of non-deductible goodwill
amortization resulting from business acquisitions, offset by the impact of tax
credits and other tax items.

      As a result of the above, income (loss) from continuing operations was
(1.3%), 2.5% and 3.6% as a percentage of net sales in fiscal 2002, 2001 and
2000, respectively.

Liquidity and Capital Resources

      Our existing bank credit agreement, as recently amended, provides
availability up to $150 million and matures on March 31, 2003. Since the
expiration date is within one year from the balance sheet date in our current
financial statements, outstanding balances are classified as current liabilities
in our March 31, 2002 consolidated balance sheet. At March 31, 2002, $145.8
million was outstanding under our bank credit agreement. Subsequently, $17.6
million of proceeds resulting from the May 10, 2002 sale of substantially all of
the assets of ASI were applied to further reduce the outstanding balance. The
recent amendment also waived and modified certain financial covenants. Interest
is payable at varying Eurodollar rates based on LIBOR plus a spread determined
by our leverage ratio, amounting to 375 basis points at May 20, 2002. Our
obligations under the bank credit agreement are secured by all equipment,
inventory, receivables, subsidiary stock (limited to 65% for foreign
subsidiaries) and intellectual property.

      Our senior subordinated 8 1/2% Notes issued on March 31, 1998 amounted to
$199.5 million, net of original issue discount of $0.5 million, and are due
March 31, 2008. Interest is payable semi-annually based on an effective rate of
8.45%, considering $1.9 million of proceeds from rate hedging in advance of the
placement. Provisions of the 8 1/2% Notes include, without limitation,
restrictions on liens, indebtedness, asset sales and dividends and other
restricted payments. Prior to April 1, 2003, the 8 1/2% Notes are redeemable at
our option, in whole or in part, at the Make-Whole Price (as defined in the
Indenture for the Notes). On or after April 1, 2003, they are redeemable at
prices declining annually from 104.25% to 100% on and after April 1, 2006. In
the event of a Change of Control (as defined), each holder of the 8 1/2% Notes
may require us to repurchase all or a portion of such holder's 8 1/2% Notes at a
purchase price equal to 101% of the principal amount thereof. The 8 1/2% Notes
are not subject to any sinking fund requirements.

     On April 1, 2001, we adopted Statement of Financial Accounting Standards
(SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
as amended, which requires companies to carry all derivatives on


                                       19

<PAGE>

the balance sheet at fair value. Our use of derivative instruments is limited to
cash flow hedges, as defined in SFAS No. 133, of certain interest rate risks. In
order to provide interest rate risk protection we entered into an interest rate
swap agreement in June 2001, to effectively convert $40 million of variable rate
debt to fixed rate debt. The $40 million interest rate swap agreement matures in
June 2003.

      Net cash provided by operating activities was $49.8 million, $38.3 million
and $44.3 million in fiscal 2002, 2001 and 2000, respectively. The $11.5 million
increase in fiscal 2002 was the result of a reduction in working capital
components, especially inventory, despite decreased income from continuing
operations. The $6.0 million decrease in fiscal 2001 compared to fiscal 2000 was
the result of an increase in net working capital components and deferred income
taxes. Operating assets net of liabilities provided cash of $28.3 million in
fiscal 2002, used cash of $0.6 million in fiscal 2001 and used cash of $5.0
million in fiscal 2000.

      Net cash used in investing activities was $1.6 million $7.2 million and
$18.7 million in fiscal 2002, 2001 and 2000, respectively. The fiscal 2002 and
2001 amounts included $2.3 million and $5.0 million, respectively, of proceeds
from the sale of a portion of land included in net assets held for sale. The
fiscal 2000 amount included the acquisition of WECO for $6.4 million.

      Net cash used in financing activities was $48.5 million, $19.5 million and
$24.2 million in fiscal 2002, 2001 and 2000, respectively. Those amounts
included $46.7 million, $16.0 million and $20.5 million of debt repayment as
well as $2.0 million, $4.0 million and $4.0 million of dividends paid in fiscal
2002, 2001 and 2000, respectively.

      Our existing bank credit agreement terminates on March 31, 2003 and if we
are unable to enter into a new bank credit agreement prior to such termination,
our ability to fund our operations will be significantly impaired. We have
received a term sheet for a new bank credit agreement that provides for
borrowings up to $95 million and will mature in 2006. However, the term sheet is
not binding on the lenders, and we may not be able to negotiate this agreement
on commercially reasonable terms, or at all. We anticipate the closing of the
new bank credit agreement will occur prior to the termination of our existing
bank credit agreement. We believe that the reduced availability of $95 million
contemplated under the term sheet, will be, together with cash on hand, cash
provided by operations and cash provided by the future sales of securities,
sufficient to fund our ongoing operations and budgeted capital expenditures for
the next twelve months. We believe our history of positive cash flow and the
assets we have available as collateral will help us finalize a new bank credit
agreement. As proposed in the term sheet, our new bank credit agreement would
result in a decrease in the interest rate of our bank debt. Borrowings under our
new bank credit agreement will be secured by a first priority security interest
in all of our personal property, mortgages on certain of our real property and a
pledge of the capital stock of our subsidiaries (limited to 65% for our foreign
subsidiaries), and will contain covenants restricting our ability to incur
additional indebtedness, to sell a substantial portion of our assets, to merge
or to make acquisitions or investments. It will also obligate us to meet certain
financial requirements and will restrict our ability to pay dividends.

      We were in default of certain financial covenants under our existing bank
credit agreement as of March 31, 2002. We have obtained a waiver of the defaults
along with an amendment that modifies certain covenants prospectively.

Capital Expenditures

      In addition to keeping our current equipment and plants properly
maintained, we are committed to replacing, enhancing and upgrading our property,
plant and equipment to reduce production costs, increase flexibility to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety and promote ergonomically correct work stations. Further, our
facility rationalization program currently in progress reduces our annual
capital expenditure requirements and also provides for transfers of equipment
from the rationalized facilities to other operating facilities. Our capital
expenditures for fiscal 2002, 2001 and 2000 were $4.8 million, $10.2 million and
$7.9 million, respectively. The decreased spending in fiscal 2002 reflects a
deferral of certain projects due to soft market conditions as well as reduced
needs resulting from our facility rationalization program. The increased
spending in fiscal 2001 was the result of our decision to purchase real estate
that was previously leased.

Inflation and Other Market Conditions

     Our costs are affected by inflation in the U.S. economy and, to a lesser
extent, in foreign economies including those of Europe, Canada, Mexico and the
Pacific Rim. We do not believe that inflation has had a material effect on


                                       20

<PAGE>

our results of operations over the periods presented primarily due to low
inflation levels over such periods and our ability to generally pass on rising
costs through price increases. We did not implement a general price increase in
fiscal 2002 due to the soft economic conditions. In the future, there can be no
assurance that our business will not be further affected by inflation or that we
will be able to pass on cost increases.

Seasonality and Quarterly Results

      Our quarterly results may be materially affected by the timing of large
customer orders, periods of high vacation and holiday concentrations,
restructuring charges attributable to our facility rationalization program,
acquisitions and the magnitude of acquisition integration costs. Therefore, the
operating results for any particular fiscal quarter are not necessarily
indicative of results for any subsequent fiscal quarter or for the full fiscal
year.

Discontinued Operations

      In May 2002, we completed the divestiture of substantially all of the
assets of ASI which comprised the principal business unit in our former
Solutions - Automotive segment. Proceeds from this sale included cash of $20.6
million and an 8% subordinated note in the principal amount of $6.8 million
payable over 10 years. We may also receive additional payments of up to $2.0
million from the proceeds of certain designated receivables and up to $10.0
million over the next two years based on the financial performance of the ASI
business.

      Accordingly, the ASI operation was reflected as discontinued operations in
our financial statements and prior periods have been restated. The income (loss)
from discontinued operations was ($7.9) million, $0.3 million and ($5.0) million
in fiscal 2002, 2001 and 2000, respectively. The fluctuations were primarily due
to the volatility of the automobile industry and the ASI operation's dependence
on certain significant customers. The loss on the sale of the discontinued
operations was $121.5 million and was reflected in our fiscal 2002 statement of
operations.

      Cash used by discontinued operations was $0.3 million and $1.1 million in
fiscal 2002 and 2001, respectively, and provided by discontinued operations was
$0.9 million in fiscal 2000.

      The net current assets of discontinued operations of $21.5 million were
reflected on the March 31, 2002 balance sheet.

Critical Accounting Policies and Estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles requires us to make estimates and assumptions
that affect the amounts reported in our consolidated financial statements and
accompanying notes. We continually evaluate the estimates and their underlying
assumptions, which form the basis for making judgments about the carrying value
of our assets and liabilities. Actual results inevitably will differ from those
estimates. We have identified below the accounting policies involving estimates
that are critical to our financial statements. Other accounting policies are
more fully described in note 2 of notes to our consolidated financial
statements.

      Pension and Other Postretirement Benefits.The determination of the
obligations and expense for pension and postretirement benefits is dependent on
our selection of certain assumptions that are used by actuaries in calculating
such amounts. Those assumptions are disclosed in Notes 9 and 11, respectively,
to our consolidated financial statements and include the discount rates,
expected long-term rate of return on plan assets and rates of future increases
in compensation and healthcare costs.

      Insurance Reserves. Our accrued general and product liability reserves as
described in Note 13 to our consolidated financial statements involve actuarial
techniques including the methods selected to estimate ultimate claims, and
assumptions including emergence patterns, payment patterns, initial expected
losses and increased limit factors. Other insurance reserves such as workers
compensation and group health insurance are based on actual historical and
current claim data provided by third party administrators or internally
maintained.

      Inventory and Accounts Receivable Reserves. Slow-moving and obsolete
inventory reserves are judgmentally determined based on historical and expected
future usage within a reasonable timeframe. Allowances for doubtful accounts and
credit memo reserves are also judgmentally determined based on historical bad
debt write-offs and credit memos issued, assessing potentially uncollectible
customer accounts and analyzing the accounts receivable agings.

                                       21

<PAGE>

      Long-Lived Assets. Property, plants and equipment and goodwill and other
intangibles are depreciated or amortized over their assigned lives. These assets
are also periodically measured for impairment. The assigned lives and the
projected cash flows used to test impairment are subjective. If actual lives are
shorter than anticipated or if future cash flows are less than anticipated, we
could incur a future impairment charge or a loss on disposal relating to these
assets.

Effects of New Accounting Pronouncements

      The Financial Accounting Standards Board ("FASB") issued Statement on
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" in June
2001. SFAS No. 141 eliminates the pooling-of-interests method of accounting for
business combinations and modifies the application of the purchase accounting
method. The elimination of the pooling-of-interests method is effective for
transactions initiated after June 30, 2001. The adoption of this statement did
not have an impact on our consolidated financial statements.

      The FASB also issued SFAS No. 142, "Goodwill and Other Intangible Assets"
in June of 2001. SFAS No. 142 eliminates the current requirement to amortize
goodwill and indefinite-lived intangible assets, addresses the amortization of
intangible assets with a defined life and the impairment testing and recognition
for goodwill and intangible assets. SFAS No. 142 will apply to goodwill and
intangible assets arising from transactions completed before and after the
effective date. This statement, which will be effective for our fiscal year
beginning on April 1, 2002, must be adopted at the beginning of the fiscal year.
We are currently assessing the statement and the impact that adoption will have
on our fiscal 2003 consolidated financial statements. Upon adoption, we will
stop amortizing goodwill which, based upon current levels of goodwill for
continuing operations, would reduce amortization expense by approximately $11
million on an annual basis.

      The FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" in June 2001. SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. This statement, which is
effective for our fiscal year beginning April 1, 2003, may be adopted as of
April 1, 2002. We are currently assessing the statement and the impact, if any,
that adoption will have on our fiscal 2003 consolidated financial statements.

     The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" in August 2001. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." The statement, while retaining many of the fundamental
recognition and measurement provisions of SFAS No. 121, changes the criteria to
be met to classify an asset as held-for-sale as well as the grouping of
long-lived assets and liabilities that represent the unit of accounting for a
long-lived asset to be held and used. SFAS No. 144 is effective for our fiscal
year beginning April 1, 2002. We are currently assessing the statement and the
impact, if any, that adoption will have on our fiscal 2003 consolidated
financial statements.

Factors Affecting Our Operating Results

The success of our business is affected by industrial economic conditions.

     Periods of industrial economic slowdown or recession in the United States
or other countries, or the public perception that one may occur, could decrease
the demand for our products, affect the availability and cost of our products
and adversely impact our business. In fiscal 2001, for example, we were
negatively impacted by the general slowing in the economy. That impact has
continued, and in fiscal 2002 we experienced a loss.

Our significant indebtedness could limit our operational and financial
flexibility.

     We have incurred indebtedness that is substantial in relation to our
shareholders' equity. As of March 31, 2002, we had total funded debt of
approximately $347.9 million. This represents approximately 83% of our total
capitalization at that date. We may need to incur additional debt to fund our
continued growth. We may not be able to service or refinance our debt at
maturity on terms that are acceptable to us. Our debt service, consisting of
interest expense and required principal payments, was $32.4 million in fiscal
2002. The degree to which we are leveraged could have other important
consequences to holders of our common stock, including the following:

                                       22

<PAGE>

o        we must dedicate a substantial portion of our cash flow from operations
         to the payment of principal and interest on our debt, which reduces the
         funds available for our operations;

o        a portion of our debt is at variable rates of interest, which makes us
         vulnerable to increases in interest rates; for example, interest
         expense in fiscal 2002 would have increased $1.4 million for every
         percentage point increase in interest rates, based upon average
         variable rate debt outstanding; and

o        our debt instruments contain numerous financial and other restrictive
         covenants, such as restrictions on paying dividends, incurring
         additional debt, selling assets and making capital expenditures.

     Our existing bank credit agreement, which had outstanding borrowings of
$145.8 million at March 31, 2002, terminates on March 31, 2003. We have received
a term sheet for a new bank credit agreement providing for aggregate borrowings
up to $95 million that we anticipate the closing of the new bank credit
agreement will occur prior to the termination of our existing bank credit
agreement. However, the term sheet is not binding on the lenders, and we cannot
assure you that we will be able to negotiate this agreement on commercially
reasonable terms, or at all. For instance, a new bank credit agreement could
result in an increase in the interest rate of our bank debt over the rate we
currently pay or more restrictive covenants than our existing bank credit
agreement currently contains. If we are unable to enter into a new bank credit
agreement by March 31, 2003, our ability to fund our operations will be
significantly impaired.

A write-off of all or part of our goodwill could adversely affect our operating
results and net worth and cause us to violate covenants in our bank credit
agreement.

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 Business Combinations and Statement of
Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets. FAS
141 requires that all business combinations be accounted for under the purchase
method only and that certain acquired intangible assets in a business
combination be recognized as assets apart from goodwill. FAS 142 requires that
ratable amortization of goodwill be replaced with periodic tests of the
goodwill's impairment and that intangible assets other than goodwill should be
amortized over their useful lives. As a result of our prior acquisitions, we
have a material amount of goodwill recorded on our financial statements. At
March 31, 2002 our recorded goodwill was approximately $200.8 million, or
approximately 38% of our total assets. We may have to write-off all or a portion
of our goodwill if its value becomes impaired. Although any such write-off would
be a non-cash charge, it could reduce our earnings and net worth significantly.
A write-off of goodwill could also cause us to violate covenants contained in
our bank credit agreement that require a minimum level of net worth. Any such
violation could disqualify us from making additional borrowings under our bank
credit agreement and could require us to refinance or renegotiate the terms of
our bank indebtedness.

We may not be able to successfully integrate our acquired companies.

     Historically, a significant portion of our growth has been attributable to
acquisitions. Our acquired companies have and will continue to place significant
demands on our management, operational and financial resources. Realization of
the benefits of acquisitions often requires integration of some or all of the
acquired companies' sales and marketing, distribution, manufacturing,
engineering, finance and administrative organizations. The integration of our
acquired companies will continue to demand substantial attention from our senior
management and the management of the acquired companies. We cannot assure you
that we will be able to successfully integrate our acquired companies, that
these companies will operate profitably or that we will realize the potential
benefits from these acquisitions.

We may be adversely impacted by our inability to identify and finance future
acquisitions.

     Although we have not made any acquisitions since April 1999, we intend to
pursue strategic acquisitions again in the future. We cannot provide any
assurance that we will be able to identify appropriate future acquisition
candidates or, if we do, that we will be able to successfully negotiate the
terms of an acquisition, finance the acquisition or integrate the acquired
business effectively and profitably into our existing operations. Consummating
an acquisition could require us to raise additional funds through additional
equity or debt financing. Additional equity financing could depress the market
price of our common stock. Additional debt financing could require us to accept
covenants that would, among other things, limit our ability to pay dividends.

Our international operations pose certain risks that may adversely impact sales
and earnings.

                                       23

<PAGE>


     We have operations and assets located outside of the United States,
primarily in Canada, Mexico, Germany, Denmark, France and China. In addition, we
import a portion of our hoist product line from China and Japan, and sell our
products to distributors located in approximately 50 countries. Our
international operations are subject to a number of special risks, including
currency exchange rate fluctuations, trade barriers, exchange controls, risk of
governmental expropriation, political risks and risks of increases in taxes.
Also, in some foreign jurisdictions we may be subject to laws limiting the right
and ability of entities organized or operating therein to pay dividends or remit
earnings to affiliated companies unless specified conditions are met. These
factors may adversely affect our future profits.

Our business is highly competitive and increased competition could reduce our
income and profitability.

     The principal markets that we serve are highly competitive. Competition is
based primarily on performance, functionality, price, brand recognition,
customer service and support, and product availability. Our competition in the
markets in which we participate comes from companies of various sizes, some of
which have greater financial and other resources than we do. Increased
competition could force us to lower our prices or to offer additional services
at a higher cost to us, which could reduce our gross margins and net income.

Our certificate of incorporation, by-laws and Rights Agreement, as well as the
New York Business Corporation Law, contain provisions that could have the effect
of deterring takeovers or delaying or preventing changes in control or
management of our company.

     Provisions of our certificate of incorporation and by-laws, our Rights
Agreement and applicable New York law may discourage, delay or prevent a change
in control that shareholders may consider favorable or may impede the ability of
the holders of our common stock to change our management. The provisions of our
certificate of incorporation and by-laws will:

o    authorize our Board of Directors to issue preferred stock in one or more
     series, without shareholder approval;

o    regulate how shareholders may present proposals or nominate directors for
     election at annual meetings of shareholders; and

o    limit the right of shareholders to remove a director.

     Our Rights Agreement and applicable provisions of New York law impose
limitations on persons proposing to acquire us in a transaction not approved by
our Board of Directors.

Our future operating results may be affected by fluctuations in steel prices. We
may not be able to pass on increases in raw material costs to our customers.

     The principal raw material used in our specialty chain and forging
operations is steel. The steel industry as a whole is very cyclical, and at
times pricing can be volatile due to a number of factors beyond our control,
including general economic conditions, labor costs, competition, import duties,
tariffs and currency exchange rates. This volatility can significantly affect
our raw material costs.

     Through our Purchasing Council, we purchase steel on a regular basis in an
effort to maintain our inventory at levels that we believe are sufficient to
satisfy the anticipated needs of our customers based upon historic buying
practices and market conditions. In an environment of increasing raw material
prices, competitive conditions will determine how much of the steel price
increases we can pass on to our customers. To the extent we are unable to pass
on any price increases to our customers, our profitability could be adversely
affected.

We depend on our senior management team and the loss of any member could
adversely affect our operations.

     Our success is dependent on the management and leadership skills of our
senior management team. The loss of any of these individuals or an inability to
attract, retain and maintain additional personnel could prevent us from
implementing our business strategy. We cannot assure you that we will be able to
retain our existing senior management personnel or to attract additional
qualified personnel when needed. We have not entered into employment agreements
with any of our senior management personnel.

                                       24

<PAGE>


We are subject to various environmental laws which may require us to expend
significant capital and incur substantial cost.

     Our facilities are subject to many federal, state and local requirements
relating to the protection of the environment and we have made, and will
continue to make, expenditures to comply with such provisions. Failure to comply
with environmental laws, regulations and permits, or changes in such laws,
including the imposition of more stringent standards for discharges into the
environment, could result in substantial operating costs and capital
expenditures in order to maintain compliance and could also include fines and
civil and criminal sanctions, third party claims for property damage or personal
injury, clean-up costs or temporary or permanent discontinuance of operations.
Certain of our facilities have been in operation for many years and, over time,
we and other predecessor operators of such facilities have generated, used,
handled and disposed of hazardous and other regulated wastes. Environmental
liabilities could exist, including clean-up obligations at these or other
locations where materials from our operations were disposed of, which could
result in substantial future expenditures that cannot be currently quantified
and which could reduce our profits.

Item 7A.          Quantitative and Qualitative Disclosures About Market Risk
--------          ----------------------------------------------------------

      Market risk is the potential loss arising from adverse changes in market
rates and prices, such as interest rates. We are exposed to various market
risks, including commodity prices for raw materials, foreign currency exchange
rates and changes in interest rates. We may enter into financial instrument
transactions, which attempt to manage and reduce the impact of such changes. We
do not enter into derivatives or other financial instruments for trading or
speculative purposes.

      Our primary commodity risk is related to changes in the price of steel. We
control this risk through negotiating purchase contracts on a consolidated basis
and by attempting to build changes in raw material costs into the selling prices
of our products. We have not entered into financial instrument transactions
related to raw material costs.

      In fiscal 2002, approximately 22.5% of our net sales were from
manufacturing plants and sales offices in foreign jurisdictions. We manufacture
our products in the United States, Canada, Germany, Denmark, the United Kingdom,
Mexico, France and China and sell our products and solutions in over 50
countries. Our results of operations could be affected by factors such as
changes in foreign currency rates or weak economic conditions in foreign
markets. Our operating results are exposed to fluctuations between the U.S.
dollar and the Canadian dollar, European currencies, the Mexican peso and the
Chinese renminbi. For example, when the U.S. dollar strengthens against the
Canadian dollar, the value of our net sales and net income denominated in
Canadian dollars decreases when translated into U.S. dollars for inclusion in
our consolidated results. We are also exposed to foreign currency fluctuations
in relation to purchases denominated in foreign currencies. Our foreign currency
risk is mitigated since the majority of our foreign operations' net sales and
the related expense transactions are denominated in the same currency. In
addition, the majority of our export sale transactions are denominated in U.S.
dollars. Accordingly, we currently have not invested in derivative instruments,
such as foreign exchange contracts, to hedge foreign currency transactions.

      We control risk related to changes in interest rates by structuring our
debt instruments with a combination of fixed and variable interest rates and by
periodically entering into financial instrument transactions. At March 31, 2002,
we had one interest rate swap agreement in effect which converts $40 million of
variable rate debt to fixed rate debt. This swap agreement matures in June 2003.
We do not have any other swap agreements or similar financial instruments in
place. Including the effect of our existing swap agreement, at March 31, 2002,
approximately 68% of our outstanding debt had fixed interest rates. At that
date, we had approximately $110.7 million of outstanding variable rate debt. A
1% fluctuation in interest rates in fiscal 2002 would have changed interest
expense on that outstanding variable rate debt by approximately $1.4 million.

                                       25

<PAGE>

Item 8.           Financial Statements and Supplementary Data.
-------           --------------------------------------------

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


Columbus McKinnon Corporation

 Audited Consolidated Financial Statements as of March 31, 2002:
<S>                                                                                        <C>
      Report of Independent Auditors..................................................   F-2
      Consolidated Balance Sheets.....................................................   F-3
      Consolidated Statements of Operations...........................................   F-4
      Consolidated Statements of Shareholders' Equity.................................   F-5
      Consolidated Statements of Cash Flows...........................................   F-6
      Notes to Consolidated Financial Statements......................................   F-7
</TABLE>


                                      F-1

<PAGE>

                         Report of Independent Auditors

Board of Directors
Columbus McKinnon Corporation

     We have audited the accompanying consolidated balance sheets of Columbus
McKinnon Corporation as of March 31, 2002 and 2001, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended March 31, 2002. Our audits also include the
financial statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

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

     In our opinion, based on our audits, the financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Columbus McKinnon Corporation at March 31, 2002 and 2001, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended March 31, 2002, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

                                                           /S/ ERNST & YOUNG LLP

Buffalo, New York
June 6, 2002

                                      F-2

<PAGE>

                         COLUMBUS McKINNON CORPORATION

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     March 31,
                                                                                --------------------
                                                                                  2002       2001
                                                                                --------   --------
<S>                                                                             <C>        <C>
                                                                                (In thousands, except
                                                                                    share data)
                                    ASSETS
Current assets:
   Cash and cash equivalents................................................... $ 13,068   $ 14,015
   Trade accounts receivable, less allowance for doubtful accounts ($2,337 and
     $2,305, respectively).....................................................   82,266     99,873
   Inventories.................................................................   89,656    108,913
   Net assets held for sale....................................................    4,290      4,270
   Net current assets of discontinued operations...............................   21,497     46,874
   Prepaid expenses............................................................    8,543      5,637
                                                                                --------   --------
Total current assets...........................................................  219,320    279,582
Net property, plant, and equipment.............................................   70,742     77,762
Goodwill and other intangibles, net............................................  200,801    213,301
Marketable securities..........................................................   24,634     22,326
Deferred taxes on income.......................................................    3,133      5,441
Net non-current assets of discontinued operations..............................       --    116,658
Other assets...................................................................    5,665      7,318
                                                                                --------   --------
Total assets................................................................... $524,295   $722,388
                                                                                ========   ========
                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Notes payable to banks...................................................... $  2,518   $  3,012
   Trade accounts payable......................................................   31,617     28,525
   Accrued liabilities.........................................................   39,533     41,876
   Restructuring reserve.......................................................      949         --
   Current portion of debt.....................................................  146,663      3,092
                                                                                --------   --------
Total current liabilities......................................................  221,280     76,505
Senior debt, less current portion..............................................    1,509    204,324
Subordinated debt..............................................................  199,681    199,628
Other non-current liabilities..................................................   30,214     34,067
                                                                                --------   --------
Total liabilities..............................................................  452,684    514,524
Shareholders' equity:
   Voting common stock; 50,000,000 shares authorized; 14,895,172 shares issued.      149        149
   Additional paid-in capital..................................................  104,920    105,418
   (Accumulated deficit) retained earnings.....................................  (12,536)   124,806
   ESOP debt guarantee; 417,854 and 504,794 shares.............................   (6,514)    (7,527)
   Unearned restricted stock; 47,318 and 82,670 shares.........................     (414)      (955)
   Accumulated other comprehensive loss........................................  (13,994)   (14,027)
                                                                                --------   --------
Total shareholders' equity.....................................................   71,611    207,864
                                                                                --------   --------
Total liabilities and shareholders' equity..................................... $524,295   $722,388
                                                                                ========   ========
</TABLE>

                            See accompanying notes.

                                      F-3

<PAGE>

                         COLUMBUS McKINNON CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          Year Ended March 31,
                                                     ------------------------------------
                                                        2002         2001        2000
                                                      ---------     --------    --------
                                                     (In thousands, except per share data)
<S>                                                  <C>           <C>         <C>
Net sales........................................... $ 480,028     $586,168    $609,178
Cost of products sold...............................   359,551      426,659     436,814
                                                      ---------     --------    --------
Gross profit........................................   120,477      159,509     172,364
Selling expenses....................................    43,522       48,393      48,699
General and administrative expenses.................    28,245       34,251      40,468
                                                      ---------     --------    --------
Income from operations before restructuring
  charges and amortization..........................    48,710       76,865      83,197
Restructuring charges...............................     9,569           --          --
Amortization of intangibles.........................    11,013       10,975      11,384
                                                      ---------     --------    --------
Income from operations..............................    28,128       65,890      71,813
Interest and debt expense...........................    29,381       36,329      33,451
Other (income) and expense, net.....................     2,464       (2,160)     (1,320)
                                                      ---------     --------    --------
(Loss) income from continuing operations before
  income tax expense................................    (3,717)      31,721      39,682
Income tax expense..................................     2,301       16,794      17,583
                                                      ---------     --------    --------
(Loss) income from continuing operations............    (6,018)      14,927      22,099
(Loss) income from discontinued operations..........    (7,873)         292      (5,019)
Loss on disposition of discontinued operations......  (121,475)          --          --
                                                      ---------     --------    --------
Total (loss) income from discontinued operations....  (129,348)         292      (5,019)
                                                      ---------     --------    --------
Net (loss) income................................... $(135,366)    $ 15,219    $ 17,080
                                                      =========     ========    ========
Average basic shares outstanding....................    14,414       14,316      14,138

Basic (loss) income per share:
    (Loss) income from continuing operations........ $   (0.41)    $   1.04    $   1.57
    (Loss) income from discontinued operations......     (0.55)        0.02       (0.36)
    Loss on disposition of discontinued operations..     (8.43)          --          --
                                                      ---------     --------    --------
    Basic (loss) income per share................... $   (9.39)    $   1.06    $   1.21
                                                      =========     ========    ========
Average diluted shares outstanding..................    14,414       14,316      14,221

Diluted (loss) income per share:
    (Loss) income from continuing operations........ $   (0.41)    $   1.04    $   1.55
    (Loss) income from discontinued operations......     (0.55)        0.02       (0.35)
    Loss on disposition of discontinued operations..     (8.43)          --          --
                                                      ---------     --------    --------
    Diluted (loss) income per share................. $   (9.39)    $   1.06    $   1.20
                                                      =========     ========    ========
</TABLE>


                            See accompanying notes.

                                      F-4

<PAGE>

                         COLUMBUS McKINNON CORPORATION

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                          Common     Addi-     Retained                         Accumulated
                                          Stock     tional     Earnings     ESOP     Unearned      Other         Total
                                          ($.01     Paid-in  (Accumulated   Debt    Restricted Comprehensive Shareholders'
                                        par value)  Capital    Deficit)   Guarantee   Stock    Income (Loss)    Equity
                                        ---------- --------  ------------ --------- ---------- ------------- -------------
<S>                                     <C>        <C>       <C>          <C>       <C>        <C>           <C>
Balance at March 31, 1999..............    $146    $102,313   $ 100,455    $(9,865)  $(1,009)    $ (3,366)     $ 188,674
Comprehensive income:
Net income 2000........................      --          --      17,080         --        --           --         17,080
Change in foreign currency
 translation adjustment................      --          --          --         --        --       (3,129)        (3,129)
Net unrealized gain on investments, net
 of tax expense of $347................      --          --          --         --        --          520            520
Change in minimum pension
 liability adjustment, net of
 tax expense of $239...................      --          --          --         --        --          359            359
                                           ----    --------   ---------    -------   -------     --------      ---------
Total comprehensive income.............      --          --          --         --        --           --         14,830
Earned 101,822 ESOP shares.............      --         590          --      1,162        --           --          1,752
Restricted common stock granted,
 60,700 shares.........................       1       2,871          --         --    (2,872)          --             --
Earned portion of restricted stock.....      --          --          --         --     1,038           --          1,038
Stock options exercised,
 153,008 shares........................       2       1,110          --         --        --           --          1,112
Common dividends declared
 $0.28 per share.......................      --          --      (3,953)        --        --           --         (3,953)
                                           ----    --------   ---------    -------   -------     --------      ---------
Balance at March 31, 2000..............    $149    $106,884   $ 113,582    $(8,703)  $(2,843)    $ (5,616)     $ 203,453
Comprehensive income:
Net income 2001........................      --          --      15,219         --        --           --         15,219
Change in foreign currency
 translation adjustment................      --          --          --         --        --       (5,039)        (5,039)
Net unrealized loss on investments,
 net of tax benefit of $1,954..........      --          --          --         --        --       (2,931)        (2,931)
Change in minimum pension
 liability adjustment, net of
 tax benefit of $294...................      --          --          --         --        --         (441)          (441)
                                           ----    --------   ---------    -------   -------     --------      ---------
Total comprehensive income.............      --          --          --         --        --           --          6,808
Earned 101,765 ESOP shares.............      --         (56)         --      1,176        --           --          1,120
Earned portion and adjustment of
 restricted shares.....................      --      (1,501)         --         --     1,888           --            387
Stock options exercised,
 19,340 shares.........................      --          91          --         --        --           --             91
Common dividends declared
 $0.28 per share.......................      --          --      (3,995)        --        --           --         (3,995)
                                           ----    --------   ---------    -------   -------     --------      ---------
Balance at March 31, 2001..............    $149    $105,418   $ 124,806    $(7,527)  $  (955)    $(14,027)     $ 207,864
Comprehensive income:
Net loss 2002..........................      --          --    (135,366)        --        --           --       (135,366)
Change in foreign currency
 translation adjustment................      --          --          --         --        --          216            216
Net unrealized gain on investments,
 net of tax expense of $1,445..........      --          --          --         --        --        2,168          2,168
Unrealized loss on derivatives
 qualifying as hedges, net of
 tax benefit of $282...................      --          --          --         --        --         (424)          (424)
Change in minimum pension
 liability adjustment, net of
 tax benefit of $1,285.................      --          --          --         --        --       (1,927)        (1,927)
                                           ----    --------   ---------    -------   -------     --------      ---------
Total comprehensive loss...............                                                                         (135,333)
Earned 86,939 ESOP shares..............      --        (169)         --      1,013        --           --            844
Earned portion and adjustment of
 restricted shares.....................      --        (329)         --         --       541           --            212
Common dividends declared
 $0.14 per share.......................      --          --      (1,976)        --        --           --         (1,976)
                                           ----    --------   ---------    -------   -------     --------      ---------
Balance at March 31, 2002..............    $149    $104,920   $ (12,536)   $(6,514)  $  (414)    $(13,994)     $  71,611
                                           ====    ========   =========    =======   =======     ========      =========
</TABLE>

                            See accompanying notes.

                                      F-5

<PAGE>

                         COLUMBUS McKINNON CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   Year ended March 31,
                                                                               ----------------------------
                                                                                 2002      2001      2000
                                                                               --------  --------  --------
                                                                                      (In thousands)
<S>                                                                            <C>       <C>       <C>
Operating activities:
Net (loss) income from continuing operations.................................. $ (6,018) $ 14,927  $ 22,099
Adjustments to reconcile net (loss) income from continuing operations to net
  cash provided by operating activities:
   Depreciation and amortization..............................................   22,462    22,675    22,935
   Deferred income taxes......................................................      166        84     3,586
   Unrealized loss on investments.............................................    2,757        --        --
   Other......................................................................    2,177     1,148       687
   Changes in operating assets and liabilities net of effects from businesses
     purchased:
       Trade accounts receivable..............................................   14,644    12,449   (10,520)
       Inventories............................................................   18,876    (4,433)    9,127
       Prepaid expenses.......................................................   (1,276)      622      (221)
       Other assets...........................................................    1,328      (985)    1,284
       Trade accounts payable.................................................    3,677    (1,152)   (9,240)
       Accrued and non-current liabilities....................................   (8,996)   (7,065)    4,527
                                                                               --------  --------  --------
Net cash provided by operating activities of continuing operations............   49,797    38,270    44,264
                                                                               --------  --------  --------
Investing activities:
Purchase of marketable securities, net........................................   (1,794)   (2,064)   (3,318)
Capital expenditures..........................................................   (4,753)  (10,179)   (7,923)
Proceeds from sale of business................................................      890        --        --
Proceeds from sale of property, plant, and equipment..........................    1,750        --        --
Purchase of businesses, net of cash acquired..................................       --        --    (6,430)
Net assets held for sale......................................................    2,280     5,002    (1,058)
                                                                               --------  --------  --------
Net cash used in investing activities of continuing operations................   (1,627)   (7,241)  (18,729)
                                                                               --------  --------  --------
Financing activities:
Proceeds from issuance of common stock, net...................................       --        --         3
Net payments under revolving line-of-credit agreements........................  (43,678)  (12,262)  (17,922)
Repayment of debt.............................................................   (3,047)   (3,737)   (2,538)
Payment of deferred financing costs...........................................     (794)     (687)     (997)
Dividends paid................................................................   (1,976)   (3,995)   (3,953)
Change in ESOP debt guarantee.................................................    1,013     1,176     1,162
                                                                               --------  --------  --------
Net cash used in financing activities of continuing operations................  (48,482)  (19,505)  (24,245)
Effect of exchange rate changes on cash.......................................     (306)   (4,026)   (1,486)
                                                                               --------  --------  --------
Net cash (used in) provided by continuing operations..........................     (618)    7,498      (196)
Net cash (used in) provided by discontinued operations........................     (329)   (1,065)      911
                                                                               --------  --------  --------
Net change in cash and cash equivalents.......................................     (947)    6,433       715
Cash and cash equivalents at beginning of year................................   14,015     7,582     6,867
                                                                               --------  --------  --------
Cash and cash equivalents at end of year...................................... $ 13,068  $ 14,015  $  7,582
                                                                               ========  ========  ========
Supplementary cash flows data:
   Interest paid.............................................................. $ 29,887  $ 36,764  $ 33,929
   Income taxes paid.......................................................... $  3,262  $ 20,381  $ 16,818
</TABLE>

                            See accompanying notes.

                                      F-6

<PAGE>

                         COLUMBUS McKINNON CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Description of Business and Business Acquisitions

   Columbus McKinnon Corporation (the Company) is a leading U.S. designer and
manufacturer of material handling products, systems and services which
efficiently and ergonomically move, lift, position or secure material. Key
products include hoists, cranes, chain and forged attachments. The Company is
focused on commercial and industrial applications that require the safety and
quality provided by its superior design and engineering know-how. The Company's
material handling products are sold, domestically and internationally,
principally to third party distributors through diverse distribution channels,
and to a lesser extent directly to manufacturers and other end-users.
Distribution channels include general distributors, specialty distributors,
crane end users, service-after-sale distributors, original equipment
manufacturers (OEMs), government, consumer and international. The general
distributors are comprised of industrial distributors, rigging shops and crane
builders. Specialty distributors include catalog houses, material handling
specialists and entertainment equipment riggers. The service-after-sale network
includes repair parts distribution centers, chain service centers and hoist
repair centers. Consumer distribution channels include mass merchandisers,
hardware distributors, trucking and transportation distributors, farm hardware
distributors and rental outlets. The Company's integrated material handling
solutions businesses deal primarily with end-users and sales are concentrated,
domestically and internationally (primarily Europe), in the consumer products,
manufacturing, warehousing, and, to a lesser extent, the steel, construction,
automotive, and other industrial markets. During fiscal 2002, approximately 71%
of sales were to customers in the United States. The operations of Automatic
Systems, Inc. (ASI) have been reflected as a discontinued operation and as more
fully described in Note 3, the consolidated financial statements for all
periods presented have been restated to reflect this change.

   On April 29, 1999, the Company acquired all of the outstanding stock of
Washington Equipment Company (WECO), a regional manufacturer and servicer of
overhead cranes. The total cost of the acquisition, which was accounted for as
a purchase, was approximately $6.4 million and was financed by proceeds from
the Company's revolving debt facility. The consolidated statement of operations
and the consolidated statement of cash flows for the year ended March 31, 2000
include WECO activity since its April 29, 1999 acquisition by the Company.

2.  Accounting Principles and Practices

  Cash and Cash Equivalents

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

  Concentrations of Labor

   Approximately 26% of the Company's employees are represented by nine
separate domestic and Canadian collective bargaining agreements which terminate
at various times between August 2002 and April 2007. Approximately 6% of the
labor force is covered by collective bargaining agreements that will expire
within one year. In addition, the Company hires union production workers for
field installation under its material handling systems contracts.

                                      F-7

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Consolidation

   These consolidated financial statements include the accounts of the Company
and its domestic and foreign subsidiaries; all significant intercompany
accounts and transactions have been eliminated.

  Derivative Financial Instruments

   Derivative instruments held by the Company are designated as hedges, have
high correlation with the underlying exposure and are highly effective in
offsetting underlying price movements. Accordingly, gains and losses from
changes in derivatives fair values are deferred until the underlying
transaction occurs at which point they are then recognized in the statement of
operations. All derivates are carried at fair value in the balance sheet. The
fair value of derivatives are determined by reference to quoted market prices.
The Company's use of derivative instruments is limited to cash flow hedges of
certain interest rate risks.

  Foreign Currency Translations

   The Company translates foreign currency financial statements as described in
Financial Accounting Standards (FAS) No. 52. Under this method, all items of
income and expense are translated to U.S. dollars at average exchange rates for
the year. All assets and liabilities are translated to U.S. dollars at the
year-end exchange rate. Gains or losses on translations are recorded in
accumulated other comprehensive income (loss) in the shareholders' equity
section of the balance sheet.

  Goodwill

   It is the Company's policy to account for goodwill and other intangible
assets at the lower of amortized cost or fair value based on discounted cash
flows, if indicators of impairment exist. The Company evaluates the existence
of goodwill impairment on the basis of whether the goodwill is fully
recoverable from projected, undiscounted net cash flows of the related
businesses. Goodwill is amortized on a straight-line basis over twenty-five
years. At March 31, 2002 and 2001 accumulated amortization was $58,343,000 and
$47,330,000, respectively. As more fully disclosed in Note 21, effective April
1, 2003 the Company will account for goodwill in accordance with Statement of
Financial Accounting Standards No. 142.

  Inventories

   Inventories are valued at the lower of cost or market. Costs of
approximately 56% of inventories at March 31, 2002 (48% in 2001) have been
determined using the LIFO (last-in, first-out) method. Costs of other
inventories have been determined using the FIFO (first-in, first-out) or
average cost method. FIFO cost approximates replacement cost.

  Marketable Securities

   All of the Company's marketable securities, which consist of equity
securities and corporate and governmental obligations, have been classified as
available-for-sale securities and are therefore

                                      F-8

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

recorded at their fair values with the unrealized gains and losses, net of tax,
reported in accumulated other comprehensive income (loss) within shareholders'
equity unless unrealized losses are deemed to be other than temporary. In such
instance, the unrealized losses are reported in the statement of operations
within other income and expense, net. Estimated fair value is based on
published trading values at the balance sheet dates. The amortized cost of debt
securities is adjusted for amortization of premiums and accretion of discounts
to maturity. The cost of securities sold is based on the specific
identification method. Interest and dividend income are included in other
income and expense, net on the consolidated statements of operations.

   The marketable securities are carried as long-term assets since they are
held for the settlement of a portion of the Company's general liability and
products liability insurance claims filed through CM Insurance Company, Inc., a
wholly owned captive insurance subsidiary.

  Net Assets Held for Sale

   Certain non-operating real estate properties and equipment were acquired as
part of the 1996 acquisition of Yale Industrial Products, Inc. Certain of these
properties were sold during fiscal 1998 through fiscal 2002 and additional
monies were advanced to further the development of the properties with the
remaining assets held for sale expected to be sold in fiscal 2003. They have
been recorded at the lower of cost or their estimated realizable values net of
disposal costs on the consolidated balance sheet and amount to $1,990,000 and
$4,270,000 as of March 31, 2002 and 2001, respectively.

   In addition at March 31, 2002, net assets held for sale includes $2,300,000
as the carrying value of a recently closed and vacated facility which is
currently for sale.

  Property, Plant, and Equipment

   Property, plant, and equipment are stated at cost and depreciated
principally using the straight-line method over their respective estimated
useful lives (buildings and building equipment--15 to 40 years; machinery and
equipment--3 to 18 years). When depreciable 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 operating results.

  Related Party Transactions

   The Company entered into a consulting agreement with the Chairman of the
Board of Directors on October 1, 2001. The agreement provides compensation at a
monthly rate of $23,750 and continues through December 31, 2003.

  Research and Development

   Research and development costs as defined in FAS No. 2, for the years ended
March 31, 2002, 2001 and 2000 were $1,328,000, $975,000 and $1,156,000,
respectively.

                                      F-9

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Revenue Recognition and Concentration of Credit Risk

   Sales are recorded when title passes to the customer which is generally at
time of shipment to the customer, except for long-term construction contracts
as described below. The Company performs ongoing credit evaluations of its
customers' financial condition, but generally does not require collateral to
support customer receivables. The credit risk is controlled through credit
approvals, limits and monitoring procedures. The Company established an
allowance for doubtful accounts based upon factors surrounding the credit risk
of specific customers, historical trends and other factors.

   The Company recognizes contract revenues on construction contracts under the
percentage of completion method, measured by comparing direct costs incurred to
total estimated direct costs. Changes in job performance, job conditions and
estimated profitability, including those arising from final contract
settlements, may result in revisions to costs and income and are recognized in
the period in which the revisions are determined. In the event that a loss is
anticipated on an uncompleted contract, a provision for the estimated loss is
made at the time it is determined.

  Shipping and Handling Costs

   Shipping and handling costs are a component of cost of goods sold.

  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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3.  Discontinued Operations

   In May 2002, the Company sold substantially all of the assets of ASI. The
ASI business was the principal business unit in the Company's former Solutions
- Automotive segment. The Company received $20,600,000 in cash and an 8%
subordinated note in the principal amount of $6,800,000 which is payable over
10 years. The Company may also receive additional payments of up to $1,960,000
from proceeds of certain ASI accounts receivable and up to an aggregate of
$10,000,000 over the next two years based on the financial performance of the
ASI business. The measurement date for this discontinued operation was April
10, 2002, prior to the issuance of the fiscal 2002 consolidated financial
statements. Accordingly, the impact of the prospective transaction has been
recorded in fiscal 2002. The Company recorded an after-tax loss of $121,475,000
or $8.43 per diluted share and reflected ASI as a discontinued operation in the
fourth quarter of fiscal 2002. The impairment loss included closing costs from
the transaction and estimated operating losses of the discontinued operation
from April 1, 2002 through May 10, 2002, the date of the sale. The impairment
loss was due primarily to the write-off of $104,000,000 of goodwill and a
$17,475,000 loss related to the write-off of the remaining net assets in excess
of the selling price. The net current assets of discontinued operations at
March 31, 2002 represent the net cash proceeds received upon disposal as well
as the realized tax benefit. The consolidated financial statements and related
notes for all periods presented have been restated, where applicable, to
reflect the ASI business as a discontinued operation.

                                     F-10

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In accordance with Emerging Issues Task Force (EITF) 87-24, "Allocation of
Interest to Discontinued Operations," the Company allocated interest to the
discontinued operations based upon the net principal amount of debt that was
paid down with the proceeds from the sale of such operation. This resulted in
an interest allocation of approximately $905,000, $1,280,000 and $1,325,000 for
the years ended March 31, 2002, 2001, and 2000, respectively.

   Operating results of discontinued operations were as follows:

<TABLE>
<CAPTION>
                                                                 Year Ended March 31,
                                                             ------------------------------------
                                                                2002         2001        2000
                                                              ---------     --------    --------
                                                             (In thousands, except per share data)
<S>                                                          <C>           <C>         <C>
Net revenue................................................. $ 137,070     $141,804    $127,076
                                                              ---------     --------    --------
(Loss) income before income taxes...........................    (9,350)       3,023      (5,024)
Income tax (benefit) expense................................    (1,477)       2,731          (5)
                                                              ---------     --------    --------
(Loss) income from operations of discontinued business......    (7,873)         292      (5,019)
Loss on disposal of business (net of tax benefit of $9,464).  (121,475)          --          --
                                                              ---------     --------    --------
(Loss) income from discontinued operations.................. $(129,348)    $    292    $ (5,019)
                                                              =========     ========    ========
Diluted (loss) income per share from discontinued operations $   (8.98)    $    .02    $   (.35)
                                                              =========     ========    ========
</TABLE>

4.  Inventories

   Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                  March 31,
                                              -----------------
                                                2002     2001
                                              -------  --------
                                                (In thousands)
                <S>                           <C>      <C>
                At cost--FIFO basis:
                    Raw materials............ $48,477  $ 56,603
                    Work-in-process..........  13,735    17,110
                    Finished goods...........  34,417    41,850
                                              -------  --------
                                               96,629   115,563
                LIFO cost less than FIFO cost  (6,973)   (6,650)
                                              -------  --------
                Net inventories.............. $89,656  $108,913
                                              =======  ========
</TABLE>

5.  Marketable Securities

   Marketable securities are held for the settlement of a portion of the
Company's general liability and products liability insurance claims filed
through the Company's subsidiary, CM Insurance Company, Inc. (see Notes 2 and
13).

   The following is a summary of available-for-sale securities at March 31,
2002:

<TABLE>
<CAPTION>
                                         Gross      Gross    Estimated
                                       Unrealized Unrealized   Fair
                                Cost     Gains      Losses     Value
                               ------- ---------- ---------- ---------
                                           (In thousands)
         <S>                   <C>     <C>        <C>        <C>
         Government securities $ 6,353   $  258      $  6     $ 6,605
         Equity securities....  14,833    3,447       251      18,029
                               -------   ------      ----     -------
                               $21,186   $3,705      $257     $24,634
                               =======   ======      ====     =======
</TABLE>

                                     F-11

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   At March 31, 2002, in accordance with FAS No. 115, the Company reduced the
cost bases of certain equity securities since it was determined that the
unrealized losses on those securities were other than temporary in nature. This
determination resulted in the recognition of a pre-tax charge to earnings of
$2,757,000 for the year ended March 31, 2002, classified within other (income)
and expense, net. The above schedule reflects the reduced cost base.

   In April 2002, all securities in the portfolio were sold and reinvested in
short-term cash equivalents.

   The following is a summary of available-for-sale securities at March 31,
2001:

<TABLE>
<CAPTION>
                                         Gross      Gross    Estimated
                                       Unrealized Unrealized   Fair
                                Cost     Gains      Losses     Value
                               ------- ---------- ---------- ---------
                                           (In thousands)
         <S>                   <C>     <C>        <C>        <C>
         Government securities $ 6,265   $  305     $   --    $ 6,570
         Equity securities....  16,226    3,043      3,513     15,756
                               -------   ------     ------    -------
                               $22,491   $3,348     $3,513    $22,326
                               =======   ======     ======    =======
</TABLE>

   Net unrealized gain or loss included in the balance sheet amounted to a
$3,448,000 gain at March 31, 2002 and a $165,000 loss at March 31, 2001. The
amounts, net of related income taxes of $1,379,000 and $(66,000) at March 31,
2002 and 2001, respectively, are reflected as a component of accumulated other
comprehensive income (loss) within shareholders' equity.

6.  Property, Plant, and Equipment

   Consolidated property, plant, and equipment of the Company consisted of the
following:

<TABLE>
<CAPTION>
                                                            March 31,
                                                        -----------------
                                                          2002     2001
                                                        -------- --------
                                                         (In thousands)
       <S>                                              <C>      <C>
       Land and land improvements...................... $  5,812 $  5,845
       Buildings.......................................   31,472   30,613
       Machinery, equipment, and leasehold improvements   99,198   99,243
       Construction in progress........................    3,677    2,812
                                                        -------- --------
                                                         140,159  138,513
       Less accumulated depreciation...................   69,417   60,751
                                                        -------- --------
       Net property, plant, and equipment.............. $ 70,742 $ 77,762
                                                        ======== ========
</TABLE>

   Depreciation expense from continuing operations was $11,449,000,
$11,700,000, and $11,551,000 for the years ended March 31, 2002, 2001, and
2000, respectively.

                                     F-12

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


7.  Accrued Liabilities and Other Non-current Liabilities

   Consolidated accrued liabilities of the Company consisted the following:

<TABLE>
<CAPTION>
                                                  March 31,
                                               ---------------
                                                2002    2001
                                               ------- -------
                                               (In thousands)
                  <S>                          <C>     <C>
                  Accrued payroll............. $10,915 $13,361
                  Accrued pension cost........   5,434   2,579
                  Interest payable............   8,975   9,481
                  Accrued workers compensation   4,070   3,068
                  Income taxes payable........      --   2,362
                  Other accrued liabilities...  10,139  11,025
                                               ------- -------
                                               $39,533 $41,876
                                               ======= =======
</TABLE>

   Consolidated other non-current liabilities of the Company consisted the
following:

<TABLE>
<CAPTION>
                                                          March 31,
                                                       ---------------
                                                        2002    2001
                                                       ------- -------
                                                       (In thousands)
         <S>                                           <C>     <C>
         Accumulated postretirement benefit obligation $10,181 $12,640
         Accrued general and product liability costs..  16,274  15,388
         Other non-current liabilities................   3,759   6,039
                                                       ------- -------
                                                       $30,214 $34,067
                                                       ======= =======
</TABLE>

8.  Debt

   Consolidated debt of the Company consisted of the following:

<TABLE>
<CAPTION>
                                                                        March 31,
                                                                    -----------------
                                                                      2002     2001
                                                                    -------- --------
                                                                     (In thousands)
<S>                                                                 <C>      <C>
Revolving Credit Facility with availability up to $150,000,000, due
  March 31, 2003, with interest payable at varying Eurodollar rates
  based on LIBOR plus a spread determined by the Company's
  leverage ratio, amounting to 325 basis points at March 31, 2002
  (5.49% and 7.76% at March 31, 2002 and 2001)..................... $145,800 $202,000
Other senior debt..................................................    2,372    5,416
                                                                    -------- --------
Total senior debt..................................................  148,172  207,416
8 1/2% Senior Subordinated Notes due March 31, 2008
  with interest payable in semi-annual installments at 8.45%
  effective rate, recorded net of unamortized discount of $319
  ($372 at March 31, 2001)                                           199,681  199,628
                                                                    -------- --------
Total..............................................................  347,853  407,044
Less current portion...............................................  146,663    3,092
                                                                    -------- --------
                                                                    $201,190 $403,952
                                                                    ======== ========
</TABLE>

                                     F-13

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Revolving Credit Facility is secured by all equipment, inventory,
receivables, subsidiary stock (limited to 65% for foreign subsidiaries) and
intellectual property. The corresponding credit agreement places certain debt
covenant restrictions on the Company including, but not limited to, maximum
annual cash dividends of $10 million.

   The Company did not comply with certain of the financial covenants as of
March 31, 2002. Effective June 6, 2002, the senior lenders agreed to waive the
non-compliance as of March 31, 2002 and amended the financial covenants for the
quarters ended June 30, September 30, and December 31, 2002. The Company
believes that they will be able to comply with the amended covenants.

   The Company manages its debt portfolio by using interest rate swaps to
achieve an overall desired position of fixed and floating rates. The Company
entered into an interest rate swap agreement to effectively convert $40 million
of variable-rate debt to fixed-rate debt which matures in June 2003. The cash
flow hedge is considered effective and the gain or loss on the change in fair
value is reported in other comprehensive (loss) income, net of tax. The fair
value of the derivative at March 31, 2002 was a $706,000 liability.

   The carrying amount of the Company's senior debt instruments approximates
the fair value. The Company's subordinated debt has an approximate fair market
value of $183,000,000 which is less than the carrying cost of $199,681,000.

   Provisions of the 8 1/2% Notes include, without limitation, restrictions on
liens, indebtedness, asset sales, and dividends and other restricted payments.
Prior to April 1, 2003, the 8 1/2% Notes are redeemable at the option of the
Company, in whole or in part, at the Make-Whole Price (as defined in the 8 1/2%
Notes agreement). On or after April 1, 2003, they are redeemable at prices
declining annually to 100% on and after April 1, 2006. In the event of a Change
of Control (as defined in the indenture for such notes), each holder of the
8 1/2% Notes may require the Company to repurchase all or a portion of such
holder's 8 1/2% Notes at a purchase price equal to 101% of the principal amount
thereof. The 8 1/2% Notes are guaranteed by certain existing and future
domestic subsidiaries and are not subject to any sinking fund requirements.

   The principal payments scheduled to be made as of March 31, 2002 on the
above debt, for the next five annual periods subsequent thereto, are as follows
(in thousands):

<TABLE>
               <S>                                      <C>
               2003.................................... $146,663
               2004....................................      224
               2005....................................      162
               2006....................................      123
               2007....................................      122
</TABLE>

   It is management's intent to refinance the Revolving Credit Facility prior
to its expiration on March 31, 2003.

   As of March 31, 2002, the Company had letters of credit outstanding of $6.8
million.

                                     F-14

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


9.  Retirement Plans

   The Company provides defined benefit pension plans to certain employees. The
following provides a reconciliation of benefit obligation, plan assets, and
funded status of plans:

<TABLE>
<CAPTION>
                                                             March 31,
                                                         -----------------
                                                           2002      2001
                                                         --------  -------
                                                           (In thousands)
    <S>                                                  <C>       <C>
    Change in benefit obligation:
        Benefit obligation at beginning of year......... $ 75,008  $71,320
        Service cost....................................    3,961    3,772
        Interest cost...................................    5,580    5,099
        Actuarial loss (gain)...........................    3,373   (1,821)
        Benefits paid...................................   (4,905)  (3,362)
                                                         --------  -------
        Benefit obligation at end of year............... $ 83,017  $75,008
                                                         ========  =======
    Change in plan assets:
        Fair value of plan assets at beginning of year.. $ 76,182  $73,464
        Actual (loss) return on plan assets.............   (4,349)   1,079
        Employer contribution...........................    3,578    5,001
        Benefits paid...................................   (4,905)  (3,362)
                                                         --------  -------
        Fair value of plan assets at end of year........ $ 70,506  $76,182
                                                         ========  =======
        Funded Status................................... $(12,511) $ 1,174
        Unrecognized transition amount..................       --      (28)
        Unrecognized actuarial loss (gain)..............   12,373   (1,872)
        Unrecognized prior service cost.................    1,191    1,607
                                                         --------  -------
        Net amount recognized........................... $  1,053  $   881
                                                         ========  =======
</TABLE>

   Amounts recognized in the consolidated balance sheets are as follows:

<TABLE>
             <S>                                  <C>      <C>
             Intangible asset.................... $   903  $ 1,029
             Accrued liabilities.................  (4,933)  (2,020)
             Accumulated other comprehensive loss   5,083    1,872
                                                  -------  -------
             Net amount recognized............... $ 1,053  $   881
                                                  =======  =======
</TABLE>

                                     F-15

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Net periodic pension cost included the following components:

<TABLE>
<CAPTION>
                                                      Year Ended March 31,
                                                   -------------------------
                                                     2002     2001     2000
                                                   -------  -------  -------
                                                         (In thousands)
  <S>                                              <C>      <C>      <C>
  Service costs--benefits earned during the period $ 3,961  $ 3,772  $ 4,329
  Interest cost on projected benefit obligation...   5,580    5,099    4,805
  Expected return on plan assets..................  (6,526)  (6,303)  (5,732)
  Net amortization................................     213      136      251
                                                   -------  -------  -------
  Net periodic pension cost....................... $ 3,228  $ 2,704  $ 3,653
                                                   =======  =======  =======
</TABLE>

   The aggregate projected benefit obligation and aggregate fair value of plan
assets for the pension plans with projected benefit obligations in excess of
plan assets were $76,652,000 and $62,507,000, respectively, as of March 31,
2002 and $57,644,000 and $55,546,000, respectively, as of March 31, 2001.

   The aggregate accumulated benefit obligation and aggregate fair value of
plan assets for the pension plans with accumulated benefit obligations in
excess of plan assets were $69,363,000 and $61,734,000 respectively as of March
31, 2002 and $10,973,000 and $9,363,000, respectively as of March 31, 2001.

   The unrecognized transition obligation is being amortized on a straight-line
basis over 20 years. Unrecognized gains and losses are amortized on a
straight-line basis over the average remaining service period of active
participants.

   The weighted-average discount rate used in determining the actuarial present
value of the projected benefit obligation of all of the defined benefit plans
was 7.25% and 7.5% as of March 31, 2002 and 2001, respectively. Future average
compensation increases are assumed to be 4.0% and 4.5% per year as of March 31,
2002 and 2001, respectively. The weighted-average expected long-term rate of
return on plan assets used in determining the expected return on plan assets
included in net periodic pension cost was 8 5/8% for the year ended March 31,
2002 and 8 7/8% for both of the years ended March 31, 2001 and 2000. Plan
assets consist of equities, corporate and government securities, and fixed
income annuity contracts.

   The Company's funding policy with respect to the defined benefit pension
plans is to contribute annually at least the minimum amount required by the
Employee Retirement Income Security Act of 1974 (ERISA).

   The Company also sponsors defined contribution plans covering substantially
all domestic employees. Participants may elect to contribute basic
contributions. These plans provide for employer contributions based primarily
on employee participation. The Company recorded a charge for such contributions
of approximately $1,790,000, $2,190,000 and $1,660,000 for the years ended
March 31, 2002, 2001 and 2000, respectively.

                                     F-16

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


10.  Employee Stock Ownership Plan (ESOP)

   The AICPA Statement of Position 93-6, "Employers' Accounting for Employee
Stock Ownership Plans" requires that compensation expense for ESOP shares be
measured based on the fair value of those shares when committed to be released
to employees, rather than based on their original cost. Also, dividends on
those ESOP shares that have not been allocated or committed to be released to
ESOP participants are not reflected as a reduction of retained earnings.
Rather, since those dividends are used for debt service, a charge to
compensation expense is recorded. Furthermore, ESOP shares that have not been
allocated or committed to be released are not considered outstanding for
purposes of calculating earnings per share.

   The obligation of the ESOP to repay borrowings incurred to purchase shares
of the Company's common stock is guaranteed by the Company; the unpaid balance
of such borrowings, therefore, has been reflected in the accompanying
consolidated balance sheet as a liability. An amount equivalent to the cost of
the collateralized common stock and representing deferred employee benefits has
been recorded as a deduction from shareholders' equity.

   Substantially all of the Company's domestic non-union employees are
participants in the ESOP. Contributions to the plan result from the release of
collateralized shares as debt service payments are made. Compensation expense
amounting to $845,000, $1,120,000 and $1,752,000 in fiscal 2002, 2001 and 2000,
respectively, is recorded based on the guaranteed release of the ESOP shares at
their fair market value. Dividends on allocated ESOP shares are recorded as a
reduction of retained earnings and are applied toward debt service.

   At March 31, 2002 and 2001, 966,769 and 953,851 of ESOP shares,
respectively, were allocated or available to be allocated to participants'
accounts. At March 31, 2002 and 2001, 417,854 and 504,794 of ESOP shares were
pledged as collateral to guarantee the ESOP term loans.

   The fair market value of unearned ESOP shares at March 31, 2002 amounted to
$5,349,000.

11.  Postretirement Benefit Obligation

   The Company sponsors defined benefit postretirement health care plans that
provide medical and life insurance coverage to Yale domestic retirees and their
dependents. Prior to the acquisition of Yale, the Company did not sponsor any
postretirement benefit plans. The Company pays the majority of the medical
costs for Yale retirees and their spouses who are under age 65. For retirees
and dependents of retirees who retired prior to January 1, 1989, and are age 65
or over, the Company contributes 100% toward the American Association of
Retired Persons ("AARP") premium frozen at the 1992 level. For retirees and
dependents of retirees who retired after January 1, 1989, the Company
contributes $35 per month toward the AARP premium. The life insurance plan is
noncontributory.

                                     F-17

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Company's postretirement health benefit plans are not funded. In
accordance with FAS No. 132 "Employers' Disclosures about Pensions and Other
Postretirement Benefits," the following sets forth a reconciliation of benefit
obligations and the funded status of the plan:

<TABLE>
<CAPTION>
                                                                  March 31,
                                                             ------------------
                                                               2002      2001
                                                             --------  --------
                                                               (In thousands)
<S>                                                          <C>       <C>
Change in benefit obligation:
    Benefit obligation at beginning of year................. $ 12,626  $ 11,640
    Service cost............................................       82        80
    Interest cost...........................................      891       820
    Actuarial loss..........................................    1,255     1,509
    Benefits paid...........................................   (1,480)   (1,423)
    Impact of curtailment...................................     (836)       --
                                                             --------  --------
    Benefit obligation at end of year....................... $ 12,538  $ 12,626
                                                             ========  ========
    Funded status........................................... $(12,538) $(12,626)
    Unrecognized actuarial loss.............................    2,664     2,407
    Unrecognized prior service gain.........................     (307)   (2,421)
                                                             --------  --------
    Net amount recognized in other non-current liabilities.. $(10,181) $(12,640)
                                                             ========  ========
</TABLE>

   Net periodic postretirement benefit cost included the following:

<TABLE>
<CAPTION>
                                                                Year Ended March 31,
                                                               ---------------------
                                                                 2002    2001   2000
                                                               -------  -----  -----
                                                                   (In thousands)
<S>                                                            <C>      <C>    <C>
Service cost--benefits attributed to service during the period $    82  $  80  $  84
Interest cost.................................................     891    820    816
Amortization of prior service gain............................    (807)  (807)  (807)
Amortization of plan net losses...............................     162     --     --
Curtailment gain..............................................  (1,307)    --     --
                                                               -------  -----  -----
    Net periodic postretirement benefit cost.................. $  (979) $  93  $  93
                                                               =======  =====  =====
</TABLE>

   For measurement purposes, a 9.0% annual rate of increase in the per capita
cost of postretirement medical benefits was assumed at the beginning of the
period; the rate was assumed to decrease 1.0% per year to 5.0% by 2006. The
discount rate used in determining the accumulated postretirement benefit
obligation was 7.25% and 7.5% as of March 31, 2002 and 2001, respectively.

   Assumed medical claims cost trend rates have an effect on the amounts
reported for the health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
                                                        One Percentage One Percentage
                                                        Point Increase Point Decrease
                                                        -------------- --------------
                                                               (In thousands)
<S>                                                     <C>            <C>
Effect on total of service and interest cost components      $ 54          $ (49)
Effect on postretirement obligation....................       532           (486)
</TABLE>

                                     F-18

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


12.  Earnings per Share and Stock Plans

  Earnings per Share

   The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (FAS No. 128).
Basic earnings per share excludes any dilutive effects of options, warrants,
and convertible securities. Diluted earnings per share includes any dilutive
effects of stock options. The effect of dilutive employee stock options has not
been included for the year ended March 31, 2002 since this would be
antidilutive as a result of the Company's net loss.

   The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                                                     Year Ended March 31,
                                                                  --------------------------
                                                                     2002     2001     2000
                                                                  ---------  ------- -------
                                                                        (In thousands)
<S>                                                               <C>        <C>     <C>
Numerator for basic and diluted earnings per share:
    (Loss) income from continuing operations..................... $  (6,018) $14,927 $22,099
    Total (loss) income from discontinued operations.............  (129,348)     292  (5,019)
                                                                  ---------  ------- -------
    Net (loss) income............................................ $(135,366) $15,219 $17,080
                                                                  =========  ======= =======
Denominators:
    Weighted-average common stock outstanding - denominator for
      basic EPS..................................................    14,414   14,316  14,138
    Effect of dilutive employee stock options....................        --       --      83
                                                                  ---------  ------- -------
    Adjusted weighted-average common stock outstanding and
      assumed conversions - denominator for diluted EPS..........    14,414   14,316  14,221
                                                                  =========  ======= =======
</TABLE>

   The weighted-average common stock outstanding shown above is net of
unallocated ESOP shares (see Note 10).

  Stock Plans

   The Company maintains two stock option plans, a Non-Qualified Stock Option
Plan (Non-Qualified Plan) and an Incentive Stock Option Plan (Incentive Plan).
Under the Non-Qualified Plan, options may be granted to officers and other key
employees of the Company as well as to non-employee directors and advisors.
Options granted under the Non-Qualified and Incentive Plans become exercisable
over a four-year period at the rate of 25% per year commencing one year from
the date of grant at an exercise price of not less than 100% of the fair market
value of the common stock on the date of grant. Any option granted under the
Non-Qualified plan may be exercised not earlier than one year from the date
such option is granted. Any option granted under the Incentive Plan may be
exercised not earlier than one year and not later than 10 years from the date
such option is granted.

                                     F-19

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   A summary of option transactions during each of the three fiscal years in
the period ended March 31, 2002 is as follows:

<TABLE>
<CAPTION>
                                               Year Ended March 31,
                                           ----------------------------
        Number of Shares                      2002      2001     2000
        ----------------                   ---------  -------  --------
        <S>                                <C>        <C>      <C>
        Outstanding at beginning of year..   671,535  674,750   353,348
        Granted...........................   762,000   32,700   481,410
        Canceled..........................   (27,375) (16,575)   (7,000)
        Exercised.........................        --  (19,340) (153,008)
                                           ---------  -------  --------
        Outstanding at end of year........ 1,406,160  671,535   674,750
                                           =========  =======  ========
        Exercisable at end of year........   394,153  241,285   137,840
        Available for grant at end of year    76,340  810,965   827,090
</TABLE>

   Exercise prices for options outstanding as of March 31, 2002, ranged from
$9.00 to $29.00. The following table provides certain information with respect
to stock options outstanding at March 31, 2002:

<TABLE>
<CAPTION>
                                                            Weighted-average
                             Stock Options Weighted-average    Remaining
    Range of Exercise Prices  Outstanding   Exercise Price  Contractual Life
    ------------------------ ------------- ---------------- ----------------
    <S>                      <C>           <C>              <C>
        Up to $10.00........     748,950        $ 9.97            9.4
        $10.01 to $20.00....     194,100         14.63            5.9
        $20.01 to $30.00....     463,110         21.27            7.0
                               ---------        ------            ---
                               1,406,160        $14.34            8.1
                               =========        ======            ===
</TABLE>

   The following table provides certain information with respect to stock
options exercisable at March 31, 2002:

<TABLE>
<CAPTION>
                                     Stock Options Weighted-average
            Range of Exercise Prices  Outstanding   Exercise Price
            ------------------------ ------------- ----------------
            <S>                      <C>           <C>
                Up to $10.00........      5,737         $ 9.13
                $10.01 to $20.00....    152,361          15.47
                $20.01 to $30.00....    236,055          21.44
                                        -------         ------
                                        394,153         $18.95
                                        =======         ======
</TABLE>

   The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) in accounting for its
employee stock options because, as discussed below, the alternative fair value
accounting provided for under FAS No. 123, "Accounting for Stock-Based
Compensation," requires use of option valuation models that were not developed
for use in valuing employee stock options. Under APB 25, because the exercise
price of the Company's employee stock options equals the market price of the
underlying stock on the grant date and the number of options granted is fixed,
no compensation expense is recognized.

   Pro forma information regarding net income and earnings per share is
required by FAS No. 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The Black-Scholes option valuation model was developed for use in

                                     F-20

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.

   For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The fair
value for issued options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions and yielding the following pro forma results:

<TABLE>
<CAPTION>
                                                  Year Ended March 31,
                                             ------------------------------------
                                                2002         2001        2000
                                              ---------     --------    --------
                                             (In thousands, except for assumptions
                                              and earnings per share data)
    <S>                                      <C>           <C>         <C>
    Assumptions:
        Risk-free interest rate.............       4.5%         5.2%        6.1%
        Dividend yield--Incentive Plan......       0.0%         2.9%       1.35%
        Volatility factor...................       444        0.435       0.352
        Expected life--Incentive Plan.......   5 years      5 years     5 years
    Pro forma results:
        Net (loss) income................... $(136,697)    $ 14,809    $ 16,099
        (Loss) earnings per share, basic....     (9.48)        1.03        1.14
        (Loss) earnings per share, diluted..     (9.48)        1.03        1.13
</TABLE>

   The weighted-average fair value of options granted in 2002, 2001, and 2000
was $4.66, $4.42 and $7.56 per share, respectively.

   The Company maintains a Restricted Stock Plan, under which the Company had
no shares reserved for issuance at March 31, 2002 and 2001. The Company charges
unearned compensation, a component of shareholders' equity, for the market
value of shares, as they are issued. It is then ratably amortized over the
restricted period. Grantees who remain continuously employed with the Company
become vested in their shares five years after the date of the grant. There
were 60,700 shares issued during the year ended March 31, 2000.

13.  Loss Contingencies

   General and Product Liability--$15,603,000 of the accrued general and
product liability costs which are included in other non-current liabilities at
March 31, 2002 ($14,663,000 at March 31, 2001) are the actuarial present value
of estimated reserves based on an amount determined from loss reports and
individual cases filed with the Company and an amount, based on experience, for
losses incurred but not reported. The accrual in these consolidated financial
statements was determined by applying a discount factor based on interest rates
customarily used in the insurance industry, between 6.09% and

                                     F-21

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8.42%, to the undiscounted reserves of $19,510,000 and $18,620,000 at March 31,
2002 and 2001, respectively. This liability is funded by investments in
marketable securities (see Notes 2 and 5).

14.  Restructuring Charges

   In June 2001, the Company recorded an $8.8 million pre-tax charge to cover
costs associated with the closure of its hoist manufacturing facility in
Forrest City, Arkansas. The charges consisted mainly of plant closing charges
($6.0 million), accrued compensation and employee benefits ($2.0 million), and
other restructuring costs ($0.8 million).

   In August 2001, the Company recorded a $0.7 million pre-tax charge to cover
costs associated with the closure of its chain manufacturing facility in
Richmond, British Columbia, Canada. The charges consisted mainly of accrued
compensation and employee benefits ($0.4 million), plant closing charges ($0.2
million), and other restructuring costs ($0.1 million).

   Restructuring reserves at March 31, 2002 consist mainly of severance and
employee benefits. The net carrying value of the recently closed and vacated
Forrest City facility is included in assets held for sale (see Note 2) at March
31, 2002.

   The manufacturing facilities in Forrest City, Arkansas and Richmond, British
Columbia, Canada were both included in the Products segment.

15.  Income Taxes

   The following is a reconciliation of the difference between the effective
tax rate and the statutory federal tax rate:

<TABLE>
<CAPTION>
                                                     Year Ended March 31,
                                                  -------------------------
                                                    2002     2001     2000
                                                  -------  -------  -------
                                                        (In thousands)
   <S>                                            <C>      <C>      <C>
   Computed statutory provision.................. $(1,301) $11,102  $13,889
   State income taxes net of federal benefit.....     501    1,075    1,909
   Nondeductible goodwill amortization...........   2,752    2,753    2,753
   Foreign taxes greater than statutory provision     922      923      878
   Research and development credit...............  (1,031)    (400)    (400)
   Other.........................................     458    1,341   (1,446)
                                                  -------  -------  -------
   Actual tax provision.......................... $ 2,301  $16,794  $17,583
                                                  =======  =======  =======
</TABLE>

                                     F-22

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The provision for income tax expense consisted of the following:

<TABLE>
<CAPTION>
                                                 Year Ended March 31,
                                               ------------------------
                                                2002     2001    2000
                                               ------  -------  -------
                                                    (In thousands)
        <S>                                    <C>     <C>      <C>
        Current income tax expense:
            Federal taxes..................... $ (198) $11,893  $ 8,249
            State taxes.......................  1,012    1,345    2,136
            Foreign...........................  1,483    3,599    3,319
        Deferred income tax (benefit) expense:
            Domestic..........................   (317)     395    3,658
            Foreign...........................    321     (438)     221
                                               ------  -------  -------
                                               $2,301  $16,794  $17,583
                                               ======  =======  =======
</TABLE>

   The Company applies the liability method of accounting for income taxes as
required by FAS Statement No. 109, "Accounting for Income Taxes." The tax
effects of temporary differences that give rise to significant portions of the
deferred tax assets and deferred tax liabilities are as follows:

<TABLE>
<CAPTION>
                                                           March 31,
       -                                              ------------------
                                                        2002      2001
                                                      --------  --------
                                                        (In thousands)
       <S>                                            <C>       <C>
       Deferred tax assets:
         Insurance reserves.......................... $  8,589  $  9,560
         Accrued vacation and incentive costs........    1,387     1,867
         Other.......................................    6,435     6,015
                                                      --------  --------
             Total gross deferred tax assets.........   16,411    17,442
                                                      --------  --------
       Deferred tax liabilities:
         Insurance reserves..........................   (4,661)   (5,935)
         Property, plant, and equipment..............   (6,349)   (6,757)
                                                      --------  --------
             Total gross deferred tax liabilities....  (11,010)  (12,692)
                                                      --------  --------
               Net deferred tax asset................ $  5,401  $  4,750
                                                      ========  ========
</TABLE>

   Deferred income taxes are presented within the consolidated balance sheet as
follows:

<TABLE>
<CAPTION>
                                                      March 31,
                                                   ---------------
                                                    2002     2001
                                                   ------- -------
                                                    (In thousands)
            <S>                                    <C>     <C>
            Current deferred tax asset (liability) $ 2,268 $  (691)
            Net non-current deferred tax asset....   3,133   5,441
                                                   ------- -------
                  Net deferred tax asset.......... $ 5,401 $ 4,750
                                                   ======= =======
</TABLE>

   The current deferred tax asset (liability) is included in prepaid expense
(accrued liabilities).

                                     F-23

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Income before income tax expense includes foreign subsidiary income of
$2,436,000, $6,394,000, and $7,602,000 for the years ended March 31, 2002,
2001, and 2000, respectively. United States income taxes have not been provided
on certain unremitted earnings of approximately $25,000,000 at March 31, 2002
of the Company's foreign subsidiaries as such earnings are considered to be
permanently reinvested.

16.   Rental Expense and Lease Commitments

   Rental expense for the years ended March 31, 2002, 2001 and 2000 was
$3,225,000, $5,103,000, and $3,763,000, respectively. The following amounts
represent future minimum payment commitments as of March 31, 2002 under
non-cancelable operating leases extending beyond one year (in thousands):

<TABLE>
<CAPTION>
                                      Real   Vehicles and
               Year Ended March 31, Property  Equipment   Total
               -------------------- -------- ------------ ------
               <S>                  <C>      <C>          <C>
                       2003........   $724      $1,877    $2,601
                       2004........    729       1,596     2,325
                       2005........    700       1,271     1,971
                       2006........    474         592     1,066
                       2007........    135         238       373
</TABLE>

17.  Summary Financial Information

   The following information sets forth the condensed consolidating summary
financial information of the parent and domestic subsidiaries (guarantors),
which guarantee the 81/2% senior subordinated notes, and the foreign
subsidiaries (nonguarantors). The domestic subsidiaries are wholly owned and
the guarantees are full, unconditional, joint and several.

   As of and for the year ended March 31, 2002:

<TABLE>
<CAPTION>
                                                                 Domestic     Foreign
                                                       Parent  Subsidiaries Subsidiaries Eliminations Consolidated
                                                      -------- ------------ ------------ ------------ ------------
                                                                             (In thousands)
<S>                                                   <C>      <C>          <C>          <C>          <C>
As of March 31, 2002:
Current assets:
   Cash.............................................. $  8,024  $  (1,701)    $  6,745    $      --     $ 13,068
   Trade accounts receivable.........................   53,724      6,895       21,647           --       82,266
   Inventories.......................................   43,357     23,525       23,723         (949)      89,656
   Net assets held for sale..........................    2,300      1,990           --           --        4,290
   Net current assets of discontinued operations.....       --     21,497           --           --       21,497
   Other current assets..............................    6,647     (1,682)       3,578           --        8,543
                                                      --------  ---------     --------    ---------     --------
      Total current assets...........................  114,052     50,524       55,693         (949)     219,320
Net property, plant, and equipment...................   35,893     18,385       16,464           --       70,742
Goodwill and other intangibles, net..................   36,370    121,051       43,380           --      200,801
Intercompany balances................................  277,846   (292,844)     (59,486)      74,484           --
Other non-current assets.............................   76,893    159,710       (1,408)    (201,763)      33,432
                                                      --------  ---------     --------    ---------     --------
      Total assets................................... $541,054  $  56,826     $ 54,643    $(128,228)    $524,295
                                                      ========  =========     ========    =========     ========
Current liabilities.................................. $190,014  $  11,335     $ 20,353    $    (422)    $221,280
Debt, less current portion...........................  199,536         --        1,654           --      201,190
Other non-current liabilities........................   16,196     11,203        2,815           --       30,214
                                                      --------  ---------     --------    ---------     --------
      Total liabilities..............................  405,746     22,538       24,822         (422)     452,684
Shareholders' equity.................................  135,308     34,288       29,821     (127,806)      71,611
                                                      --------  ---------     --------    ---------     --------
      Total liabilities and shareholders' equity..... $541,054  $  56,826     $ 54,643    $(128,228)    $524,295
                                                      ========  =========     ========    =========     ========
</TABLE>

                                     F-24

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
                                                                       Domestic     Foreign
                                                            Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                                           --------  ------------ ------------ ------------ ------------
                                                                                  (In thousands)
<S>                                                        <C>       <C>          <C>          <C>          <C>

For the Year Ended March 31, 2002:
Net sales................................................. $222,957   $ 170,265     $107,944     $(21,138)   $ 480,028
Cost of products sold.....................................  164,150     134,031       82,533      (21,163)     359,551
                                                           --------   ---------     --------     --------    ---------
Gross profit..............................................   58,807      36,234       25,411           25      120,477
                                                           --------   ---------     --------     --------    ---------
Selling, general and administrative expenses..............   34,539      17,163       20,065           --       71,767
Restructuring charges.....................................    9,416          --          153           --        9,569
Amortization of intangibles...............................    2,140       6,461        2,412           --       11,013
                                                           --------   ---------     --------     --------    ---------
                                                             46,095      23,624       22,630           --       92,349
                                                           --------   ---------     --------     --------    ---------
Income from operations....................................   12,712      12,610        2,781           25       28,128
Interest and debt expense.................................   28,869          --          512           --       29,381
Other (income) and expense, net...........................    4,773      (2,076)        (233)          --        2,464
                                                           --------   ---------     --------     --------    ---------
(Loss) income from continuing operations before income tax
 expense..................................................  (20,930)     14,686        2,502           25       (3,717)
Income tax expense........................................   (6,838)      7,419        1,710           10        2,301
                                                           --------   ---------     --------     --------    ---------
(Loss) income from continuing operations..................  (14,092)      7,267          792           15       (6,018)
(Loss) on discontinued operations.........................       --      (7,873)          --           --       (7,873)
(Loss) on disposal of discontinued operations.............       --    (121,475)          --           --     (121,475)
                                                           --------   ---------     --------     --------    ---------
Net (loss) income......................................... $(14,092)  $(122,081)    $    792     $     15    $(135,366)
                                                           ========   =========     ========     ========    =========

For the Year Ended March 31, 2002:
Operating activities:
Cash provided by (used in) operating activities........... $ 63,500   $ (17,965)    $  5,914     $ (1,652)   $  49,797
Investing activities:
Purchase of marketable securities, net....................   (1,794)         --           --           --       (1,794)
Capital expenditures......................................   (6,923)      3,162         (992)          --       (4,753)
Proceeds from sale of business............................      890          --           --           --          890
Proceeds from sale of property, plant and equipment.......       --          --        1,750           --        1,750
Net assets held for sale..................................       --       2,280           --           --        2,280
                                                           --------   ---------     --------     --------    ---------
Net cash (used in) provided by investing activities.......   (7,827)      5,442          758           --       (1,627)
Financing activities:
Net (payments) borrowings under revolving
 line-of-credit agreements................................  (56,200)     13,016         (494)          --      (43,678)
Repayment of debt.........................................     (851)         --       (2,196)          --       (3,047)
Dividends paid............................................   (1,808)         --       (1,820)       1,652       (1,976)
Other.....................................................      219          --           --           --          219
                                                           --------   ---------     --------     --------    ---------
Net cash (used in) provided by financing activities.......  (58,640)     13,016       (4,510)       1,652      (48,482)
Effect of exchange rate changes on cash...................      (26)         --         (280)          --         (306)
                                                           --------   ---------     --------     --------    ---------
Net cash (used in) provided by continuing operations......   (2,993)        493        1,882           --         (618)
Net cash used in discontinued operations..................       --        (329)          --           --         (329)
                                                           --------   ---------     --------     --------    ---------
Net change in cash and cash equivalents...................   (2,993)        164        1,882           --         (947)
Cash and cash equivalents at beginning of year............   11,017      (1,865)       4,863           --       14,015
                                                           --------   ---------     --------     --------    ---------
Cash and cash equivalents at end of year.................. $  8,024   $  (1,701)    $  6,745     $     --    $  13,068
                                                           ========   =========     ========     ========    =========
</TABLE>

                                     F-25

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<S>                                                        <C>       <C>          <C>          <C>          <C>
   As of and for the year ended March 31, 2001:
                                                                       Domestic     Foreign
                                                            Parent   Subsidiaries Subsidiaries Eliminations Consolidated
                                                           --------  ------------ ------------ ------------ ------------
                                                                                  (In thousands)
As of March 31, 2001:
Current assets:
   Cash................................................... $ 11,017   $  (1,865)    $  4,863    $             $ 14,015
   Trade accounts receivable and unbilled revenues........   65,932      12,268       21,673           --       99,873
   Inventories............................................   47,012      33,820       29,055         (974)     108,913
   Net assets held for sale...............................       --       4,270           --           --        4,270
   Net current assets of discontinued operations..........       --      46,874           --           --       46,874
   Other current assets...................................    5,368      (2,919)       3,188           --        5,637
                                                           --------   ---------     --------    ---------     --------
      Total current assets................................  129,329      92,448       58,779         (974)     279,582
Net property, plant, and equipment........................   34,599      25,212       17,951           --       77,762
Goodwill and other intangibles, net.......................   38,992     127,688       46,621           --      213,301
Intercompany balances.....................................  168,763    (334,599)     (63,864)     229,700           --
Net non-current assets of discontinued operations.........       --     116,658           --           --      116,658
Other non-current assets..................................  226,711     161,070       (2,017)    (350,679)      35,085
                                                           --------   ---------     --------    ---------     --------
      Total assets........................................ $598,394   $ 188,477     $ 57,470    $(121,953)    $722,388
                                                           ========   =========     ========    =========     ========
Current liabilities....................................... $ 39,673   $  15,228     $ 21,966    $    (362)    $ 76,505
Debt, less current portion................................  400,137          --        3,815           --      403,952
Other non-current liabilities.............................   15,529      15,804        2,734           --       34,067
                                                           --------   ---------     --------    ---------     --------
      Total liabilities...................................  455,339      31,032       28,515         (362)     514,524
Shareholders' equity......................................  143,055     157,445       28,955     (121,591)     207,864
                                                           --------   ---------     --------    ---------     --------
      Total liabilities and shareholders' equity.......... $598,394   $ 188,477     $ 57,470    $(121,953)    $722,388
                                                           ========   =========     ========    =========     ========

For the Year Ended March 31, 2001:
Net sales................................................. $252,128   $ 237,673     $119,475    $ (23,108)    $586,168
Cost of products sold.....................................  175,181     184,235       90,260      (23,017)     426,659
                                                           --------   ---------     --------    ---------     --------
Gross profit..............................................   76,947      53,438       29,215          (91)     159,509
                                                           --------   ---------     --------    ---------     --------
Selling, general and administrative expenses..............   39,196      23,331       20,117           --       82,644
Amortization of intangibles...............................    2,011       6,535        2,429           --       10,975
                                                           --------   ---------     --------    ---------     --------
                                                             41,207      29,866       22,546           --       93,619
                                                           --------   ---------     --------    ---------     --------
Income (loss) from operations.............................   35,740      23,572        6,669          (91)      65,890
Interest and debt expense.................................   35,783         (32)         578           --       36,329
Other (income) and expense, net...........................   (1,621)       (236)        (303)          --       (2,160)
                                                           --------   ---------     --------    ---------     --------
Income (loss) from continuing operations before income tax
 expense..................................................    1,578      23,840        6,394          (91)      31,721
Income tax expense........................................    2,326      11,344        3,161          (37)      16,794
                                                           --------   ---------     --------    ---------     --------
(Loss) income from continuing operations..................     (748)     12,496        3,233          (54)      14,927
Income from discontinued operations.......................       --         292           --           --          292
                                                           --------   ---------     --------    ---------     --------
Net (loss) income......................................... $   (748)  $  12,788     $  3,233    $     (54)    $ 15,219
                                                           ========   =========     ========    =========     ========
</TABLE>

                                     F-26

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
                                                                    Domestic     Foreign
                                                          Parent  Subsidiaries Subsidiaries Eliminations Consolidated
                                                         -------  ------------ ------------ ------------ ------------
                                                                                (In thousands)
<S>                                                      <C>      <C>          <C>          <C>          <C>

For the Year Ended March 31, 2001:
Operating activities:
Cash provided by (used in) operating activities......... $19,831    $10,457      $ 9,054      $(1,072)     $ 38,270
Investing activities:
Purchase of marketable securities, net..................  (2,064)        --           --           --        (2,064)
Capital expenditures....................................  (4,419)    (4,961)        (799)          --       (10,179)
Net assets held for sale................................      --      5,002           --           --         5,002
                                                         -------    -------      -------      -------      --------
Net cash (used in) provided by investing activities.....  (6,483)        41         (799)          --        (7,241)
Financing activities:
Net (payments) borrowings under revolving line-of-credit
 agreements.............................................  (3,000)    (9,597)         335           --       (12,262)
Repayment of debt.......................................  (1,579)        --       (2,158)          --        (3,737)
Dividends paid..........................................  (3,995)        --       (1,072)       1,072        (3,995)
Other...................................................     489         --           --           --           489
                                                         -------    -------      -------      -------      --------
Net cash (used in) provided by financing activities.....  (8,085)    (9,597)      (2,895)       1,072       (19,505)
Effect of exchange rate changes on cash.................      --         --       (4,026)          --        (4,026)
                                                         -------    -------      -------      -------      --------
Net cash provided by continuing operations..............   5,263        901        1,334           --         7,498
Net cash used in discontinued operations................      --     (1,065)          --           --        (1,065)
                                                         -------    -------      -------      -------      --------
Net change in cash and cash equivalents.................   5,263       (164)       1,334           --         6,433
Cash and cash equivalents at beginning of year..........   5,754     (1,701)       3,529           --         7,582
                                                         -------    -------      -------      -------      --------
Cash and cash equivalents at end of year................ $11,017    $(1,865)     $ 4,863      $    --      $ 14,015
                                                         =======    =======      =======      =======      ========
</TABLE>

18.  Business Segment Information

    As a result of the way the Company manages the business, its reportable
segments are strategic business units that offer products with different
characteristics. The most defining characteristic is the extent of customized
engineering required on a per-order basis. In addition, the segments serve
different customer bases through differing methods of distribution. The Company
has two reportable segments: Products and Solutions. The Company's Products
segment sells hoists, industrial cranes, chain, attachments, and other material
handling products principally to third party distributors through diverse
distribution channels, and to a lesser extent directly to manufacturers and
other end-users. The Solutions segment sells engineered material handling
systems such as conveyors, manipulators, and lift tables primarily to end-users
in the consumer products, manufacturing, warehousing, and, to a lesser extent,
the steel, construction, automotive, and other industrial markets. The
accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Intersegment sales are not
significant. The Company evaluates performance based on operating earnings of
the respective business units prior to the effects of amortization.

    Segment information as of and for the years ended March 31, 2002, 2001, and
2000 is as follows:

<TABLE>
<CAPTION>
                                                    Year Ended March 31, 2002
                                                   ---------------------------
                                                   Products Solutions  Total
                                                   -------- --------- --------
                                                         (In thousands)
 <S>                                               <C>      <C>       <C>
 Sales to external customers...................... $404,731  $75,297  $480,028
 Operating income before restructuring charges and
   amortization...................................   47,045    1,665    48,710
 Depreciation and amortization....................   19,515    2,947    22,462
 Total assets.....................................  438,294   64,504   502,798
 Capital expenditures.............................    3,904      849     4,753
</TABLE>

                                     F-27

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
                                                  Year Ended March 31, 2001
                                                 ---------------------------
                                                 Products Solutions  Total
                                                 -------- --------- --------
                                                       (In thousands)
   <S>                                           <C>      <C>       <C>
   Sales to external customers.................. $478,898 $107,270  $586,168
   Operating income before restructuring charges
     and amortization...........................   73,096    3,769    76,865
   Depreciation and amortization................   19,859    2,816    22,675
   Total assets.................................  487,551   71,305   558,856
   Capital expenditures.........................    9,889      290    10,179
</TABLE>

<TABLE>
<CAPTION>
                                                  Year Ended March 31, 2000
                                                 ---------------------------
                                                 Products Solutions  Total
                                                 -------- --------- --------
                                                       (In thousands)
   <S>                                           <C>      <C>       <C>
   Sales to external customers.................. $511,287  $97,891  $609,178
   Operating income before restructuring charges
     and amortization...........................   75,371    7,826    83,197
   Depreciation and amortization................   19,843    3,092    22,935
   Total assets.................................  505,461   73,801   579,262
   Capital expenditures.........................    7,805      118     7,923
</TABLE>

   The following provides a reconciliation of operating income before
restructuring charges and amortization to consolidated income before income tax
expense:

<TABLE>
<CAPTION>
                                                     Year Ended March 31,
                                                 ----------------------------
                                                   2002      2001      2000
                                                 --------  --------  --------
                                                        (In thousands)
 <S>                                             <C>       <C>       <C>
 Operating income before restructuring charges
   and amortization............................. $ 48,710  $ 76,865  $ 83,197
 Restructuring charges of Products segment......   (9,569)       --        --
 Amortization of intangibles....................  (11,013)  (10,975)  (11,384)
 Interest and debt expense......................  (29,381)  (36,329)  (33,451)
 Other income and (expense).....................   (2,464)    2,160     1,320
                                                 --------  --------  --------
 (Loss) income from continuing operations before
   income tax expense........................... $ (3,717) $ 31,721  $ 39,682
                                                 ========  ========  ========
</TABLE>

   Financial information relating to the Company's operations by geographic
area is as follows:

<TABLE>
<CAPTION>
                                     Year Ended March 31,
                                  --------------------------
                                    2002     2001     2000
                                  -------- -------- --------
                                        (In thousands)
                    <S>           <C>      <C>      <C>
                    Net sales:
                    United States $374,070 $470,195 $482,658
                    Europe.......   70,097   71,967   71,076
                    Canada.......   29,340   36,635   49,716
                    Other........    6,521    7,371    5,728
                                  -------- -------- --------
                        Total.... $480,028 $586,168 $609,178
                                  ======== ======== ========
</TABLE>

                                     F-28

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                               Year Ended March 31,
                                            --------------------------
                                              2002     2001     2000
                                            -------- -------- --------
                                                  (In thousands)
          <S>                               <C>      <C>      <C>
          Assets:
          United States.................... $388,669 $437,522 $452,234
          Europe...........................   92,541   94,908   95,601
          Canada...........................   17,071   21,936   27,130
          Other............................    4,517    4,490    4,297
                                            -------- -------- --------
          Assets of continuing operations..  502,798  558,856  579,262
          Assets of discontinued operations   21,497  163,532  152,575
                                            -------- -------- --------
              Total........................ $524,295 $722,388 $731,837
                                            ======== ======== ========
</TABLE>

19.   Selected Quarterly Financial Data (Unaudited)

   As a result of the restatement related to the discontinued operations as
discussed in Note 3, the quarterly information set forth below for net sales,
gross profit, income from operations, and income (loss) from continuing
operations does not agree to the amounts previously reported in the quarterly
Form 10-Qs filed during fiscal year 2002.

   As previously reported:

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                               -----------------------------------
                                                July 1,   September 30, December 30,
                                                 2001         2001          2001
                                               --------   ------------- ------------
                                               (In thousands, except per share data)
<S>                                            <C>        <C>           <C>
Net sales..................................... $175,905     $171,577      $137,747
Gross profit..................................   34,958       32,974        31,988
Income from operations........................    3,084        8,371         9,228
Net (loss) income............................. $ (4,661)    $ (1,332)     $    (92)
                                               ========     ========      ========
Net (loss) income per share--basic and diluted $  (0.32)    $  (0.09)     $  (0.01)
                                               ========     ========      ========
</TABLE>

   Restated to reflect discontinued operations presentation:

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                    ----------------------------------------------
                                                     July 1,  September 30, December 30, March 31,
                                                      2001        2001          2001       2002
                                                    --------  ------------- ------------ ---------
                                                         (In thousands, except per share data)
<S>                                                 <C>       <C>           <C>          <C>
   Net sales....................................... $129,086    $122,542      $113,922   $ 114,478
   Gross profit....................................   33,473      31,194        29,924      25,886
   Income from operations..........................    4,922       9,840        10,293       3,073
   (Loss) income from continuing operations........   (2,819)        268         1,244      (4,711)
   Loss from discontinued operations...............   (1,842)     (1,600)       (1,336)     (3,095)
   Loss on disposal of discontinued operations.....       --          --            --    (121,475)
   Net (loss) income............................... $ (4,661)   $ (1,332)     $    (92)  $(129,281)
                                                    ========    ========      ========   =========
   Net (loss) income per share--basic and diluted:
   Continuing operations........................... $  (0.19)   $   0.02      $   0.09   $   (0.34)
   Discontinued operations.........................    (0.13)      (0.11)        (0.10)      (0.21)
   Loss on disposal of discontinued operations.....       --          --            --       (8.41)
                                                    --------    --------      --------   ---------
   Net loss (income)............................... $  (0.32)   $  (0.09)     $  (0.01)  $   (8.96)
                                                    ========    ========      ========   =========
</TABLE>


                                     F-29

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


    As previously reported:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                        ------------------------------------------
                                        July 2,  October 1, December 31, March 31,
                                         2000       2000        2000       2001
                                        -------- ---------- ------------ ---------
                                          (In thousands, except per share data)
<S>                                     <C>      <C>        <C>          <C>
Net sales.............................. $188,378  $188,994    $175,078   $143,141
Gross profit...........................   47,214    44,990      39,534     40,919
Income from operations.................   20,378    18,680      13,672     16,949
Net income............................. $  5,946  $  4,388    $  1,296   $  3,879
                                        ========  ========    ========   ========
Net income per share--basic and diluted $   0.42  $   0.31    $   0.09   $   0.25
                                        ========  ========    ========   ========
</TABLE>

    Restated to reflect discontinued operations presentation:

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                -----------------------------------------
                                                July 2,  October 1, December 31, March 31,
                                                 2000       2000        2000       2001
                                                -------- ---------- ------------ ---------
                                                  (In thousands, except per share data)
<S>                                             <C>      <C>        <C>          <C>
Net sales...................................... $152,499  $150,738    $139,790   $143,141
Gross profit...................................   42,897    40,255      35,438     40,919
Income from operations.........................   19,024    17,149      12,768     16,949
Income from continuing operation...............    5,682     4,037       1,329      3,879
Income (loss) from discontinued operations.....      264       351         (33)      (290)
Net income..................................... $  5,946  $  4,388    $  1,296   $  3,589
                                                ========  ========    ========   ========
Net income (loss) per share--basic and diluted:
Continuing operations.......................... $   0.40  $   0.29    $   0.09   $   0.27
Discontinued operations........................     0.02      0.02       (0.00)     (0.02)
                                                --------  --------    --------   --------
Net income..................................... $   0.42  $   0.31    $   0.09   $   0.25
                                                ========  ========    ========   ========
</TABLE>

20.  Accumulated Other Comprehensive Loss

    The components of accumulated other comprehensive loss are as follows:

<TABLE>
<CAPTION>
                                                              March 31,
                                                         ------------------
                                                           2002      2001
                                                         --------  --------
                                                           (In thousands)
    <S>                                                  <C>       <C>
    Net unrealized investment (losses) gains--net of tax $  2,069  $    (99)
    Derivatives qualifying as hedges--net of tax........     (424)       --
    Minimum pension liability adjustment--net of tax....   (3,050)   (1,123)
    Foreign currency translation adjustment.............  (12,589)  (12,805)
                                                         --------  --------
    Accumulated other comprehensive loss................ $(13,994) $(14,027)
                                                         ========  ========
</TABLE>

21.   Effects of New Accounting Pronouncements

    The Financial Accounting Standards Board (FASB) issued Statement on
Financial Accounting Standards (SFAS) No. 141, "Business Combinations" in June
2001. SFAS No. 141 eliminates the pooling-of-interests method of accounting for
business combinations and modifies the application of

                                     F-30

<PAGE>

                         COLUMBUS McKINNON CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

the purchase accounting method. The elimination of the pooling-of-interests
method is effective for transactions initiated after June 30, 2001. The
adoption of this Statement did not have an impact on the consolidated financial
statements.

   The FASB also issued SFAS No. 142, "Goodwill and Other Intangible Assets" in
June of 2001. SFAS No. 142 eliminates the current requirement to amortize
goodwill and indefinite-lived intangible assets, addresses the amortization of
intangible assets with a defined life and the impairment testing and
recognition for goodwill and intangible assets. SFAS No. 142 will apply to
goodwill and intangible assets arising from transactions completed before and
after the effective date. This statement, which will be effective for the
Company's fiscal year beginning on April 1, 2002, must be adopted at the
beginning of the fiscal year. The Company is currently assessing the Statement
and the impact that the requirement to assess impairment upon adoption will
have on the fiscal 2003 consolidated financial statements. Upon adoption, the
Company will stop amortizing goodwill which, based upon current levels of
goodwill for continuing operations, would reduce amortization expense by
approximately $11 million on an annual basis.

   The FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations"
in June 2001. SFAS No. 143 requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is
incurred. The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. This Statement, which is effective for
the Company's fiscal year beginning April 1, 2003, may be adopted as of April
1, 2002. We are currently assessing the Statement and the impact, if any, that
adoption will have on our fiscal 2003 consolidated financial statements.

   The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" in August 2001. SFAS No. 144 supersedes SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of," and the accounting and reporting provisions of APB Opinion
No. 30, "Reporting the Results of Operations--Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." The statement, while retaining many of the
fundamental recognition and measurement provisions of SFAS No. 121, changes the
criteria to be met to classify an asset as held-for-sale as well as the
grouping of long-lived assets and liabilities that represent the unit of
accounting for a long-lived asset to be held and used. SFAS No. 144 is
effective for the Company's fiscal year beginning April 1, 2002. We are
currently assessing the Statement and the impact, if any, that adoption will
have on our fiscal 2003 consolidated financial statements.

                                     F-31

<PAGE>

Item 9.           Changes in and Disagreements with Accountants on Accounting
                  -----------------------------------------------------------
                  and Financial Disclosures
                  -------------------------

     None.

                                    PART III
                                    --------

Item 10.          Directors and Executive Officers of the Registrant.
--------          ---------------------------------------------------

     The information regarding Directors and Executive Officers of the
Registrant will be included in a Proxy Statement to be filed with the Commission
prior to July 29, 2002 and upon the filing of such Proxy Statement, is
incorporated by reference herein.

Item 11.          Executive Compensation
--------          ----------------------

     The information regarding Executive Compensation will be included in a
Proxy Statement to be filed with the Commission prior to July 29, 2002 and upon
the filing of such Proxy Statement, is incorporated by reference herein.

Item 12.          Security Ownership of Certain Beneficial Owners and Management
--------          --------------------------------------------------------------

     The information regarding Security Ownership of Certain Beneficial Owners
and Management will be included in a Proxy Statement to be filed with the
Commission prior to July 29, 2002 and upon the filing of such Proxy Statement,
is incorporated by reference herein.

Item 13.          Certain Relationships and Related Transactions
--------          ----------------------------------------------

     The information regarding Certain Relationships and Related Transactions
will be included in a Proxy Statement to be filed with the Commission prior to
July 29, 2002 and upon the filing of such Proxy Statement, is incorporated by
reference herein.

                                     PART IV
                                     -------

Item 14.          Exhibits, Financial Statement Schedules, and Reports on
-------           Form 8-K.
                  -------------------------------------------------------
(a)(1)   Financial Statements:
         ---------------------
         The following consolidated financial statements of Columbus McKinnon
         Corporation are included in Item 8:

<TABLE>
<CAPTION>


         Reference                                                                                Page No.
         ---------                                                                                --------

<S>                                                                                                 <C>
         Report of Independent Auditors                                                           F-2

         Consolidated balance sheets - March 31, 2002 and 2001                                    F-3

         Consolidated statements of operations - Years ended March 31, 2002 and 2001              F-4

         Consolidated statements of shareholders' equity - Years ended March 31, 2002,            F-5
            2001 and 2000

         Consolidated statements of cash flows - Years ended March 31, 2002, 2001 and             F-6
            2000

         Notes to consolidated financial statements                                               F-7 to F-33

(a)(2)   Financial Statement Schedule:
         -----------------------------

  Schedule II - Valuation and qualifying accounts                                                 F-34
</TABLE>

                                       33

<PAGE>




         All other schedules for which provision is made in the applicable
         accounting regulation of the Securities and Exchange Commission are not
         required under the related instructions or are inapplicable and
         therefore have been omitted.

(a)(3)   Exhibits:

   Exhibit
   Number
   -------

     3.1       Restated Certificate of Incorporation of the Registrant
               (incorporated by reference to Exhibit 3.1 to the
               Company's Registration Statement No. 33-80687 on Form S-1
               dated December 21, 1995).

     3.2       Amended By-Laws of the Registrant (incorporated by reference
               to Exhibit 3 to the Company's Current Report on Form 8-K dated
               May 17, 1999).

     4.1       Specimen Common Share Certificate (incorporated by reference to
               Exhibit 4.1 to the Company's Registration Statement No. 33-80687
               on Form S-1 dated December 21, 1995).

     4.2       First Amendment and Restatement of Rights Agreement, dated as of
               October 1, 1998, between Columbus McKinnon Corporation and
               American Stock Transfer & Trust Company, as Rights Agent
               (incorporated by reference to Exhibit 4 to the Company's Current
               Report on Form 8-K dated October 29, 1998).

    4.3        Indenture among Columbus McKinnon Corporation, the guarantors
               named on the signature pages thereto and State Street Bank and
               Trust Company, N.A., as trustee (incorporated by reference to
               Exhibit 4.1 to the Company's Current Report on Form 8-K dated
               April 9, 1998).

    4.4        Supplemental Indenture among LICO, Inc., Automatic Systems, Inc.,
               LICO Steel, Inc., Columbus McKinnon Corporation, Yale Industrial
               Products, Inc., Mechanical Products, Inc., Minitec Corporation
               and State Street Bank and Trust Company, N.A., as trustee,
               dated March 31, 1998 (incorporated by reference to Exhibit 4.3 to
               the Company's Current Report on form 8-K dated April 9, 1998).

    4.5        Second Supplemental Indenture among Abell-Howe Crane, Inc.,
               LICO, Inc., Automatic Systems, Inc. LICO Steel, Inc., Columbus
               McKinnon Corporation, Yale Industrial Products Inc. and State
               Street Bank and Trust Company, N.A., as trustee, dated as of
               February 12, 1999 (incorporated by reference to Exhibit 4.6 to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1999).

    4.6        Third Supplemental Indenture among G.L. International, Inc.,
               Gaffey, Inc., Handling Systems and Conveyors,
               Inc., Larco Material Handling Inc., Abell-Howe Crane, Inc.,
               LICO, Inc., Automatic Systems, Inc., LICO Steel,
               Inc., Columbus McKinnon Corporation, Yale Industrial Products,
               Inc. and State Street Bank and Trust Company,
               N.A., as trustee, dated as of March 1, 1999 (incorporated by
               reference to Exhibit 4.7 to the Company's Annual Report on
               Form 10-K for the fiscal year ended March 31, 1999).

    4.7        Fourth Supplemental Indenture among Washington Equipment
               Company, G.L. International, Inc., Gaffey, Inc., Handling
               Systems and Conveyors, Inc., Larco Material Handling Inc.,
               Abell-Howe Crane, Inc., Automatic Systems, Inc., LICO Steel,
               Inc., Columbus McKinnon Corporation, Yale Industrial Products,
               Inc. and State Street Bank and Trust Company, N.A., as trustee,
               dated as of November 1, 1999 (incorporated by reference to
               Exhibit 10.2 to the Company's quarterly report on form 10-Q
               for the quarterly period ended October 3, 1999).

  # 4.8        Fifth Supplemental Indenture among Columbus McKinnon
               Corporation, Crane Equipment & Service, Inc., Automatic
               Systems, Inc., LICO Steel, Inc., Yale Industrial Products, Inc.
               and State Street Bank and Trust Company, N.A., as trustee,
               dated as of April 4, 2002.

  10.1         Amended and Restated Term Loan Agreement by and among Fleet
               Bank of New York, Columbus McKinnon Corporation and Kenneth G.
               McCreadie, Peter A. Grant and Robert L. Montgomery, Jr., as
               Trustees under the Columbus McKinnon Corporation Employee Stock
               Ownership Trust Agreement, dated March 31, 1993 (incorporated by
               reference to Exhibit 10.2 to the Company's Registration
                Statement No. 33-80687 on Form S-1

                                       34


<PAGE>


               dated December 21, 1995).

    10.2       Amendment No. 1 to Amended and Restated Term Loan Agreement,
               dated March 31, 1993, by and among Fleet Bank of
               New York, Columbus McKinnon Corporation and Kenneth G. McCreadie,
               Peter A. Grant and Robert L. Montgomery, Jr. as trustees under
               the Columbus McKinnon Corporation Employee Stock Ownership Trust
               Agreement, dated October 27, 1994 (incorporated by reference to
               Exhibit 10.3 to the Company's Registration Statement No.
               33-80687 on Form S-1 dated December 21, 1995).

    10.3       Amendment No. 2 to Amended and Restated Term Loan Agreement by
               and among Fleet Bank, Columbus McKinnon Corporation and
               Kenneth G. McCreadie, Peter A. Grant and Robert L. Montgomery,
               Jr. under the Columbus McKinnon Corporation Employee Stock
               Ownership Trust Agreement, dated November 2, 1995 (incorporated
               by reference to Exhibit 10.4 to the Company's Registration
               Statement No. 33-80687 on Form S-1 dated December 21, 1995).

    10.4       Amendment No. 3 to Amended and Restated Term Loan Agreement
               by and among Fleet Bank, Columbus McKinnon Corporation and Karen
               L. Howard, Timothy R. Harvey, and Robert L. Montgomery, Jr. as
               trustees under the Columbus McKinnon Corporation Employee Stock
               Ownership Trust Agreement (incorporated by reference to Exhibit
               10.4 to the Company's Annual Report on Form 10-K for the fiscal
               year ended March 31, 1999).

    10.5       Amended and Restated Term Loan Agreement by and among Columbus
               McKinnon Corporation Employee Stock Ownership Trust, Columbus
               McKinnon Corporation and Marine Midland Bank, dated August 5,
               1996 (incorporated by reference to Exhibit 10.6 to the Company's
               Annual Report on Form 10-K for the fiscal year ended March 31,
               1999).

    10.6       First Amendment to Amended and Restated Term Loan Agreement by
               and among Columbus McKinnon Corporation Employee Stock Ownership
               Trust, Columbus McKinnon Corporation and Marine Midland Bank,
               dated October 16, 1996 (incorporated by reference to Exhibit 10.7
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1999).

    10.7       Second Amendment to Amended and Restated Term Loan Agreement by
               and among Columbus McKinnon Corporation Employee Stock Ownership
               Trust, Columbus McKinnon Corporation and Marine Midland Bank,
               dated March 31, 1998 (incorporated by reference to Exhibit 10.8
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1999).

    10.8       Third Amendment to Amended and Restated Term Loan Agreement by
               and among Columbus McKinnon Corporation Employee Stock Ownership
               Trust, Columbus McKinnon Corporation and Marine Midland Bank,
               dated November 30, 1998 (incorporated by reference to Exhibit
               10.9 to the Company's Annual Report on Form 10-K for the fiscal
               year ended March 31, 1999).

    10.9       Agreement by and among Columbus McKinnon Corporation Employee
               Stock Ownership Trust, Columbus McKinnon Corporation and Marine
               Midland Bank, dated November 2, 1995 (incorporated by reference
               to Exhibit 10.6 to the Company's Registration Statement No.
               33-80687 on Form S-1 dated December 21, 1995).

    10.10      Credit Agreement, dated as of March 31, 1998, among Columbus
               McKinnon Corporation, as Borrower, the banks, financial
               institutions and other institutional lenders named therein, as
               Initial Lenders, Fleet National Bank, as the Initial Issuing
               Bank, Fleet National Bank, as the Swing Line Bank, and Fleet
               National Bank, as the Administrative Agent (incorporated by
               reference to Exhibit 10.2 to the Company's Current Report on Form
               8-K dated April 9, 1998).

    10.11      First Amendment, dated as of September 23, 1998, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as Borrower, the banks, financial institutions and
               other institutional lenders named therein, as Initial Lenders,
               Fleet National Bank, as the Initial Issuing Bank, Fleet National
               Bank, as the Swing Line Bank and Fleet National Bank, as the
               Administrative Agent (incorporated by reference to Exhibit 10.1
               to the Company's Quarterly Report on Form 10-Q for the quarterly
               period ended September 27, 1998).

    10.12      Second Amendment, dated as of February 12, 1999, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as Borrower, the banks, financial institutions and
               other institutional

                                       35

<PAGE>


               leaders named therein, as Initial Lenders,
               Fleet National Bank, as the Initial Issuing Bank, Fleet National
               Bank, as the Swing Line Bank and Fleet National Bank, as the
               Administrative Agent (incorporated by reference to Exhibit 10.13
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1999).

    10.13      Third Amendment dated as of November 16, 1999, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent (incorporated by reference to Exhibit
               10.1 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended October 3, 1999).

    10.14      Fourth Amendment and Waiver, dated as of February 15, 2000, to
               the Credit Agreement, dated as of March 31, 1998, among Columbus
               McKinnon Corporation, as the Borrower, the banks, financial
               institutions and other institutional lenders named therein, as
               Initial Lenders, Fleet National Bank, as the Initial Issuing
               Bank, Fleet National Bank, as the Swing Line Bank and Fleet
               National Bank, as the Administrative Agent (incorporated by
               reference to Exhibit 10.1 to the Company's Quarterly Report on
               Form 10-Q for the quarterly period ended January 2, 2000).

    10.15      Fifth Amendment, dated as of September 28, 2000, to the Credit
               Agreement, dated as of March 31,1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent (incorporated by reference to Exhibit
               10.1 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended October 1, 2000).

    10.16      Sixth Amendment, dated as of February 5, 2001, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent (incorporated by reference to Exhibit
               10.1 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended December 31, 2000).

    10.17      Seventh Amendment, dated as of June 26, 2001, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent (incorporated by reference to Exhibit
               10.18 to the Company's Annual Report on Form 10-K for the fiscal
               year ended March 31, 2001).

    10.18      Eighth Amendment, dated as of November 21, 2001, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent (incorporated by reference to Exhibit
               10.1 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended December 30, 2001).

    10.19      Ninth Amendment, dated as of February 12, 2002, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent (incorporated by reference to Exhibit
               10.2 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended December 30, 2001).

  #10.20       Tenth Amendment, dated as of April 16, 2002, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent.

  #10.21       Eleventh Amendment, dated as of June 6, 2002, to the Credit
               Agreement, dated as of March 31, 1998, among Columbus McKinnon
               Corporation, as the Borrower, the banks, financial institutions
               and other institutional lenders named therein, as Initial
               Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet
               National Bank, as the Swing Line Bank and Fleet National Bank, as
               the Administrative Agent.

                                       36

<PAGE>

<TABLE>
<CAPTION>


<S>             <C>
  *10.22       Columbus McKinnon Corporation Employee Stock Ownership Plan
               Restatement Effective April 1, 1989 (incorporated
               by reference to Exhibit 10.23 to the Company's Registration
               Statement No. 33-80687 on Form S-1 dated December 21, 1995).

  *10.23       Amendment No. 1 to the Columbus McKinnon Corporation Employee
               Stock Ownership Plan as Amended and Restated as
               of April 1, 1989, dated March 2, 1995 (incorporated by reference
               to Exhibit 10.24 to the Company's
               Registration Statement No. 33-80687 on Form S-1 dated
               December 21, 1995).

  *10.24       Amendment No. 2 to the Columbus McKinnon Corporation Employee
               Stock Ownership Plan, dated October 17, 1995 (incorporated by
               reference to Exhibit 10.38 to the Company's Annual Report on Form
               10-K for the fiscal year ended March 31, 1997).

  *10.25       Amendment No. 3 to the Columbus McKinnon Corporation Employee
               Stock Ownership Plan, dated March 27, 1996 (incorporated by
               reference to Exhibit 10.39 to the Company's Annual Report on Form
               10-K for the fiscal year ended March 31, 1997).

  *10.26       Amendment No. 4 of the Columbus McKinnon Corporation Employee
               Stock Ownership Plan as Amended and Restated as of April 1, 1989,
               dated September 30, 1996 (incorporated by reference to Exhibit
               10.1 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended September 30, 1996).

  *10.27       Amendment No. 5 to the Columbus McKinnon Corporation Employee
               Stock Ownership Plan as Amended and Restated as of April 1, 1989,
               dated August 28, 1997 (incorporated by reference to Exhibit 10.37
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1998).

  *10.28       Amendment No. 6 to the Columbus McKinnon Corporation Employee
               Stock Ownership Plan as Amended and Restated as of April 1, 1989,
               dated June 24, 1998 (incorporated by reference to Exhibit 10.38
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1998).

  *10.29       Amendment No. 7 to the Columbus McKinnon Corporation Employee
               Stock Ownership Plan as Amended and Restated as of April 1, 1989,
               dated April 30, 2000 (incorporated by reference to Exhibit 10.24
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 2000).

 #*10.30       Amendment No. 8 to the Columbus McKinnon Corporation Employee
               Stock Ownership Plan as Amended and Restated as
               of April 1, 1989, dated March 26, 2002.

  *10.31       Columbus McKinnon Corporation Personal Retirement Account Plan
               Trust Agreement, dated April 1, 1987 (incorporated by reference
               to Exhibit 10.25 to the Company's Registration Statement No.
               33-80687 on Form S-1 dated December 21, 1995).

  *10.32       Amendment No. 1 to the Columbus McKinnon Corporation Employee
               Stock Ownership Trust Agreement (formerly known as the Columbus
               McKinnon Corporation Personal Retirement Account Plan Trust
               Agreement) effective November 1, 1988 (incorporated by
               reference to Exhibit 10.26 to the Company's Registration
               Statement No. 33-80687 on Form S-1 dated December 21, 1995).

  *10.33       Amendment and Restatement of Columbus McKinnon Corporation 1995
               Incentive Stock Option Plan (incorporated by reference to Exhibit
               10.25 to the Company's Annual Report on Form 10-K for the fiscal
               year ended March 31, 1999).

  *10.34       Columbus McKinnon Corporation Restricted Stock Plan
               (incorporated by reference to Exhibit 10.28 to the Company's
               Registration Statement No. 33-80687 on Form S-1 dated
               December 21, 1995).

  *10.35       Amendment and Restatement of Columbus McKinnon Corporation
               Non-Qualified Stock Option Plan (incorporated by reference to
               Exhibit 10.27 to the Company's Annual Report on Form 10-K for the
               fiscal year ended March 31, 1999).

  *10.36       Columbus McKinnon Corporation Thrift [401(k) Plan] 1989
               Restatement Effective January 1, 1998 (incorporated by reference
               to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
               for the quarterly period ended December 27, 1998).
</TABLE>

                                       37

<PAGE>


  *10.37       Amendment No. 1 to the 1998 Plan Restatement of the Columbus
               McKinnon Corporation Thrift 401(k) Plan, dated December 10, 1998
               (incorporated by reference to Exhibit 10.29 to the Company's
               Annual Report on Form 10-K for the fiscal year ended March 31,
               1999).

  *10.38       Amendment No. 2 to the 1998 Plan Restatement of the Columbus
               McKinnon Corporation Thrift 401(k) Plan, dated June 1, 2000
               (incorporated by reference to Exhibit 10.33 to the Company's
               Annual Report on Form 10-K for the fiscal year ended March 31,
               2000).

#*10.39        Amendment No. 3 to the 1998 Plan Restatement of the Columbus
               McKinnon Corporation Thrift 401(k) Plan, dated
               March 26, 2002.

  *10.40       Columbus McKinnon Corporation Thrift 401(k) Plan Trust Agreement
               Restatement Effective August 9, 1994 (incorporated by reference
               to Exhibit 10.32 to the Company's Registration Statement No.
               33-80687 on Form S-1 dated December 21, 1995).

  *10.41       Columbus McKinnon Corporation Monthly Retirement Benefit Plan
               Restatement Effective April 1, 1998 (incorporated by reference to
               Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
               the quarterly period ended December 27, 1998).

  *10.42       Amendment No. 1 to the 1998 Plan Restatement of the Columbus
               McKinnon Corporation Monthly Retirement Benefit Plan, dated
               December 10, 1998 (incorporated by reference to Exhibit 10.32 to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1999).

  *10.43       Amendment No. 2 to the 1998 Plan Restatement of the Columbus
               McKinnon Corporation Monthly Retirement Benefit Plan, dated May
               26, 1999 (incorporated by reference to Exhibit 10.33 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               March 31, 1999).

#*10.44        Amendment No. 3 to the 1998 Plan Restatement of the Columbus
               McKinnon Corporation Monthly Retirement Benefit
               Plan, dated March 26, 2002.

  *10.45       Columbus McKinnon Corporation Monthly Retirement Benefit Plan
               Trust Agreement effective as of April 1, 1987 (incorporated by
               reference to Exhibit 10.34 to the Company's Registration
               Statement No. 33-80687 on Form S-1 dated December 21, 1995).

  *10.46       Form of Change in Control Agreement as entered into between
               Columbus McKinnon Corporation and each of Timothy
               T. Tevens, Robert L. Montgomery, Jr., Ned T. Librock,
               Karen L. Howard, Lois H. Demler, Timothy R. Harvey,
               John Hansen and Neal Wixson (incorporated by reference to
               Exhibit 10.33 to the Company's Annual Report on
               Form 10-K for the fiscal year ended March, 31, 1998).

  *10.47       Columbus McKinnon Corporation Corporate Incentive Plan
               (incorporated by reference to Exhibit 10.1 to the Company's
               Quarterly Report on Form 10-Q for the quarterly period ended July
               1, 2001).

  *10.48       Consulting Agreement dated as of October 1, 2001 between
               Columbus McKinnon Corporation and Herbert P. Ladds,
               Jr. (incorporated by reference to Exhibit 10.3 to the Company's
               Quarterly Report on Form 10-Q for the quarterly period ended
               December 30, 2001).

   10.49       Asset Purchase Agreement dated as of May 10, 2002 by and
               among Automatic Systems, Inc., Columbus McKinnon
               Corporation and ASI Acquisition Corp. (incorporated by reference
               to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
               May 29, 2002).

  #21.1        Subsidiaries of the Registrant.

  #23.1        Consent of Ernst & Young LLP.


*  Indicates a management contract or compensation plan or arrangement.
#  Filed herewith


                                       38

<PAGE>

(b)      Reports on Form 8-K:

              On March 8, 2002, the Company filed a Current Report on Form 8-K
         with respect to a press release issued to announce the solicitation of
         consents from the holders of its outstanding 8 1/2% Senior Subordinated
         Notes due 2008 to amend certain provisions of the Indenture pursuant to
         which such notes were issued.

                                       39

<PAGE>

                                   SIGNATURES

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

Date:  June 11, 2002

                             COLUMBUS McKINNON CORPORATION

                             By:  /s/  Timothy T. Tevens
                                  ----------------------
                                       Timothy T. Tevens
                                       President and Chief Executive 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.

<TABLE>
<CAPTION>


                 Signature                                        Title                                     Date
                 ---------                                        -----                                     ----
<S>                                              <C>                                                  <C>
     S/    TIMOTHY T. TEVENS                   President and Chief Executive Officer                   June 11, 2002
------------------------------------                 (Principal Executive Officer)
     Timothy T. Tevens

    S/   ROBERT L. MONTGOMERY, JR.             Executive Vice President, Chief Financial
------------------------------------               Officer and Director                                June 11, 2002
    Robert L. Montgomery, Jr.                      (Principal Financial Officer and
                                                   Principal Accounting Officer)

     S/   HERBERT P. LADDS, JR.                Chairman of the Board of Directors                      June 11, 2002
------------------------------------
     Herbert P. Ladds, Jr.

     S/   L. DAVID BLACK                       Director                                                June 11, 2002
------------------------------------
     L. David Black

    S/   CARLOS PASCUAL                        Director                                                June 11, 2002
------------------------------------
    Carlos Pascual

    S/   RICHARD H. FLEMING                    Director                                                June 11, 2002
------------------------------------
    Richard H. Fleming
</TABLE>

                                       40


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>3
<FILENAME>dex48.txt
<DESCRIPTION>FIFTH SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>

                                                                     Exhibit 4.8

                          FIFTH SUPPLEMENTAL INDENTURE

         FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of April 4, 2002, among Columbus McKinnon Corporation, a New York corporation,
the Guarantors (as defined in the Indenture referred to herein) and State Street
Bank and Trust Company, N.A., as trustee under the indenture referred to herein
(the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Original Indenture"), dated as of March 31, 1998
providing for the issuance of an aggregate principal amount of up to $300.0
million of 8 1/2% Senior Subordinated Notes due 2008 (the "Notes");

         WHEREAS, the Company, the Guarantors and the Trustee amended the
Original Indenture by entering into a Supplemental Indenture dated as of March
31, 1998, a Second Supplemental Indenture dated as of February 12, 1999, a Third
Supplemental Indenture dated as of March 1, 1999 and a Fourth Supplemental
Indenture dated as of November 1, 1999 in order to add certain entities as
guarantors and to reflect the merger or disposition of certain Guarantors (the
Original Indenture, as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth
Supplemental Indenture, the "Indenture"); and

         WHEREAS, Section 9.02 of the Indenture provides that the Company, the
Guarantors and the Trustee may amend or supplement the Indenture with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding; and

         WHEREAS, the Company, the Guarantors and the Trustee desire to amend
the Indenture as set forth in Section 2 hereof; and

         WHEREAS, the Company has received consents to the amendments effected
by this Fifth Supplemental Indenture from the Holders of at least a majority in
principal amount of the Notes outstanding; and

         WHEREAS, this Fifth Supplemental Indenture has been duly authorized by
all necessary corporate action on the part of the Company and the Guarantors;
and

         WHEREAS, all conditions precedent provided for in the Indenture
relating to this Fifth Supplemental Indenture have been complied with;

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Guarantors and the Trustee mutually covenant and agree for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes as follows:

<PAGE>

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AMENDMENT TO INDENTURE. Section 5.01 of the Indenture is amended and
restated in its entirety to read as follows:

         "SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS

            (a) Neither the Company nor any Guarantor shall consolidate or merge
with or into (whether or not the Company or such Guarantor is the surviving
corporation), nor shall the Company sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions, to another corporation, Person or entity unless
(i) the Company or such Guarantor is the surviving corporation or the entity or
the Person formed by or surviving any such consolidation or merger (if other
than the Company or such Guarantor) or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made is a corporation
organized or existing under the laws of the United States, any state thereof or
the District of Columbia; (ii) the entity or Person formed by or surviving any
such consolidation or merger (if other than the Company or such Guarantor) or
the entity or Person to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to a supplemental indenture
in a form reasonably satisfactory to the Trustee and under the Registration
Rights Agreement; (iii) immediately after such transaction no Default or Event
of Default exists; and (iv) except in the case of a merger of the Company with
or into a Wholly Owned Subsidiary of the Company, the Company or the entity or
Person formed by or surviving any such consolidation or merger (if other than
the Company or such Guarantor), or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made (a) shall have
Consolidated Net Worth immediately after the transaction equal to or greater
than the consolidated net worth of the Company immediately preceding the
transaction and (b) shall, at the time of such transaction and after giving pro
forma effect thereto as if such transaction had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof.

            (b) No Guarantor shall sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to another corporation, Person or entity
unless immediately after such transaction no Default or Event of Default
exists."

         3. EFFECTIVENESS AND EFFECT.

            (a) This Fifth Supplemental Indenture shall take effect on the date
hereof (the "Effective Date").

            (b) As of the Effective Date, the Indenture shall be modified and
amended in accordance with the provisions of this Fifth Supplemental Indenture,
and all the terms and



<PAGE>

conditions of the Indenture and this Fifth Supplemental Indenture shall
be read together as though they constitute one instrument, except that, in the
case of conflict, the provisions of this Fifth Supplemental Indenture will
control. All references to the Indenture in the Indenture or in any other
agreement, document or instrument delivered in connection therewith or pursuant
thereto shall be deemed to refer to the Indenture as amended by this Fifth
Supplemental Indenture. The Indenture, as modified and amended by this Fifth
Supplemental Indenture, is hereby ratified and confirmed in all respects and
shall be binding upon all Holders.

         4. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Fifth
Supplemental Indenture limits, qualifies or conflicts with any provision of the
TIA that is required under the TIA to be part of and govern any provision of
this Fifth Supplemental Indenture, the provisions of the TIA shall control. If
any provision of this Fifth Supplemental Indenture modifies or excludes any
provision of the TIA that may be modified or excluded, the provision of the TIA
shall be deemed to (i) be applicable to the Indenture as so modified or (ii) be
excluded by this Fifth Supplemental Indenture, as the case may be.

         5. SEVERABILITY. In the event any provision of this Fifth Supplemental
Indenture shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         6. SUCCESSORS. All covenants and agreements in this Fifth Supplemental
Indenture of the Company, the Guarantors and the Trustee shall bind their
successors and assigns, whether so expressed or not.

         7. NEW YORK LAW TO GOVERN. This Fifth Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York, as applied to contracts made and performed with in the State of New
York, without regard to principles of conflicts of law.

         8. COUNTERPARTS. The parties may sign any number of copies of this
Fifth Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         9. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.

         10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Fifth
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company and the Guarantors. In
entering into this Fifth Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
explicitly provided herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

                          COLUMBUS McKINNON CORPORATION

                          By: /s/ Robert L. Montgomery
                              -----------------------------
                          Name:  Robert L. Montgomery
                          Title: Executive Vice President

                          CRANE, ENGINEERING & SERVICE GROUP, INC.

                          By: /s/ Robert L. Montgomery
                              -----------------------------
                          Name:  Robert L. Montgomery
                          Title: Vice President

                          AUTOMATIC SYSTEMS, INC.

                          By: /s/ Robert L. Montgomery
                              -----------------------------
                          Name:  Robert L. Montgomery
                          Title: Treasurer

                          LICO STEEL, INC.

                          By: /s/ Robert L. Montgomery
                              -----------------------------
                          Name: Robert L. Montgomery
                          Title:   Treasurer

                          YALE INDUSTRIAL PRODUCTS, INC.

                          By: /s/ Robert L. Montgomery
                              -----------------------------
                          Name:  Robert L. Montgomery
                          Title: Vice President and Treasurer

                          STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee

                          By: /s/ Jason G. Gregory
                              -----------------------------
                          Name:  Jason G. Gregory
                          Title: Assistant Vice President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>4
<FILENAME>dex1020.txt
<DESCRIPTION>TENTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.20

                       TENTH AMENDMENT TO CREDIT AGREEMENT

         THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of April 16, 2002, is by and among COLUMBUS MCKINNON CORPORATION, a New York
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the "Lenders"), FLEET NATIONAL BANK, as Initial Issuing Bank
(the "Initial Issuing Bank"), FLEET NATIONAL BANK, as the Swing Line Bank (the
"Swing Line Bank"; each of the Lenders, the Initial Issuing Bank and the Swing
Line Bank, individually, a "Lender Party" and, collectively, the "Lender
Parties"), and FLEET NATIONAL BANK, as administrative agent (together with any
successor appointed pursuant to Article VII of the Credit Agreement, the
"Administrative Agent") for the Lender Parties.

                              W I T N E S S E T H :

         WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit Agreement,
dated as of September 23, 1998, that certain Second Amendment to Credit
Agreement and Consent, dated as of February 12, 1999, that certain Third
Amendment to Credit Agreement and Consent, dated as of November 16, 1999, that
certain Fourth Amendment to Credit Agreement and Waiver, dated as of February
15, 2000, that certain Fifth Amendment to Credit Agreement, dated as of
September 28, 2000, that certain Sixth Amendment to Credit Agreement and
Consent, dated as of February 5, 2001, that certain Seventh Amendment to Credit
Agreement and Consent, dated as of June 26, 2001, that certain Eighth Amendment
to Credit Agreement, dated as of November 21, 2001, and the certain Ninth
Amendment to Credit Agreement (the "Ninth Amendment"), dated as of February 12,
2002 (as so amended and as it may hereafter be further amended, supplemented,
restated, extended or otherwise modified from time to time, the "Credit
Agreement");

         WHEREAS, pursuant to the Ninth Amendment, the Lenders consented to the
sale of the Borrower's subsidiary, Automatic Systems, Inc. ("ASI"), subject to
certain conditions set forth therein (such sale, as consented to in the Ninth
Amendment, the "ASI Sale");

         WHEREAS, Borrower has requested that certain of the conditions to the
ASI Sale be modified;

         WHEREAS, Defaults or Events of Default exist under the financial
covenants set forth in Section 5.04 of the Credit Agreement as at and for the
period ended March 31, 2002 (the Defaults or Events of Default described in the
preceding clauses, the "Existing Events of Default");

         WHEREAS, the Borrower has requested that, notwithstanding the Existing
Events of Default, the Lenders continue to make Revolving Credit Advances and
Alternative Currency Revolving Credit Advances, the Swing Line Bank continue to
make Swing Line Advances and the Issuing Bank continue to issue Letters of
Credit and Alternative Currency Letters of Credit in

<PAGE>

an aggregate outstanding amount not to exceed $10,000,000 between the date of
this Amendment and June 30, 2002;

         WHEREAS, the Administrative Agent and Lender Parties are agreeable to
the foregoing as and to the extent set forth in this Amendment and subject to
each of the terms and conditions stated herein.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, the Borrower and
its Subsidiaries by the Lender Parties, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1. Definitions. Except to the extent otherwise specified herein, capitalized
terms used in this Amendment shall have the same meanings ascribed to them in
the Credit Agreement.

2. Consent to Modifications to Conditions of ASI Sale. The Administrative Agent
and Lender Parties hereby consent to the following modifications to the
conditions of the ASI Sale, as set forth in the Ninth Amendment: (a) the ASI
Sale may be structured as a sale of the assets of ASI and (b) the total amount
of cash to be paid to the Borrower at the closing of the ASI Sale shall be at
least $16,000,000. Except as so modified, all of the conditions to the ASI Sale
as set forth in the Ninth Amendment shall remain in full and force and effect,
shall not be deemed to have been waived or modified in any respect and are
hereby ratified and confirmed.

3. Consent to Additional Advances and Issuances of Letters of Credit.
Notwithstanding the Existing Events of Default, the Administrative Agent and the
Lender Parties hereby consent to the making of Revolving Credit Advances,
Alternative Currency Revolving Credit Advances and Swing Line Advances and the
issuance of Letters of Credit and Alternative Currency Letters of Credit to or
for the account of the Borrower during the period from the date hereof until
June 30, 2002; provided, that the aggregate principal amount of the Revolving
Credit Advances plus the Assigned Dollar Value of Alternative Currency Revolving
Credit Advances plus the aggregate principal amount of the Swing Line Advances
plus the aggregate Available Amount of all Letters of Credit and Alternative
Currency Letters of Credit made or issued during such period shall not exceed
$10,000,000. The consent set forth in the immediately preceding sentence is a
limited consent, limited to its express terms, and is not a consent with respect
to any other provision or matter relating to the Credit Agreement or any other
Loan Document. Such consent is not a waiver of any of the Existing Events of
Default or an agreement or understanding to waive at any future time any of the
Existing Events of Default.

4. Amendments.

    4.1. Section 1.01 of the Credit Agreement is amended by deleting from the
definition of "Applicable Margin" the entire pricing chart contained therein and
replacing it with the following chart:

                                      -2-

<PAGE>

<TABLE>
<CAPTION>
                                        Applicable Margin for      Applicable Margin for      Applicable Margin for
Ratio of Funded Debt to EBITDA            Prime Rate Advances     Eurodollar Rate Advances        Commitment Fee
------------------------------          ---------------------     ------------------------    ---------------------

<S>                                       <C>                     <C>                           <C>
Equal to or greater than 5.50                   2.500%                     3.750%                     0.500%
Equal to or greater than 5.00 less              2.250%                     3.500%                     0.500%
    than 5.50
Equal to or greater than 4.50 less              2.000%                     3.250%                     0.500%
    than 5.00
Equal to or greater than 4.00 less
    than 4.50                                   1.750%                     3.000%                     0.500%
Equal to or greater than 3.50 less
    than 4.00                                   1.500%                     2.750%                     0.500%
Equal to or greater than 3.00 less
    than 3.50                                   1.250%                     2.500%                     0.500%
Less than 3.00                                  1.000%                     2.250%                     0.400%
</TABLE>


    4.2. As of the effective date of this Amendment, the Applicable Margins
shall automatically be set at the levels set forth above for a Ratio of Funded
Debt to EBITDA equal to or greater than 5.00 and less than 5.50. Thereafter, the
Applicable Margins shall be subject to future adjustment as and at the times set
forth in the last paragraph of the definition of "Applicable Margin".

5. Conditions Precedent to this Amendment. The effectiveness of this Amendment
is subject to the satisfaction, in form and substance satisfactory to the
Administrative Agent, of each of the following conditions precedent:

    5.1. The Borrower and Required Lenders shall have duly executed and
delivered this Amendment and each other Loan Party shall have duly executed the
attached Acknowledgment and Ratification in connection with this Amendment

    5.2. After giving effect to this Amendment, no Default or Event of Default
shall have occurred and be continuing.

    5.3. The Borrower shall have paid an amendment fee to the Administrative
Agent, for the account of each Lender which has approved this Amendment, as
evidenced by such Lender's timely execution and delivery of a counterpart
signature page to this Amendment (each such Lender being an "Approving Lender"),
in an amount equal to 0.05% (i.e. 5 basis points) of such Approving Lender's
Revolving Credit Commitment.

6. Reference to and Effect Upon the Credit Agreement and other Loan Documents.

    6.1. Except for the specific consents set forth in Sections 2 and 3 above,
the Credit Agreement and each of the other Loan Documents shall remain in full
force and effect and each is hereby ratified and confirmed.

                                      -3-

<PAGE>

    6.2. Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or any other word
or words of similar import shall mean and be a reference to the Credit Agreement
as amended hereby, and each reference in any other Loan Document to the Credit
Agreement or any word or words of similar import shall mean and be a reference
to the Credit Agreement as amended hereby.

7. Counterparts. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, but all such
counterparts shall constitute one and the same instrument. Delivery of an
executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.

8. Costs and Expenses. The Borrower shall pay on demand all reasonable fees,
costs and expenses incurred by Administrative Agent (including, without
limitation, all reasonable attorneys' fees) in connection with the preparation,
execution and delivery of this Amendment and the taking of any actions by any
Person in connection herewith.

9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.

10. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


                            [signature pages follow]

                                      -4-




<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
on the date first above written.

                                              COLUMBUS MCKINNON CORPORATION

                                              By:    /s/ Robert L. Montgomery
                                                  ------------------------------
                                                     Robert L. Montgomery
                                              Title: Executive Vice President

<PAGE>

                         ACKNOWLEDGMENT AND RATIFICATION

         The undersigned hereby acknowledge and agree to this Amendment, and
agree that the Guaranty, the Security Agreement and the Intellectual Property
Security Agreement, and each other Loan Document executed by the undersigned
shall remain in full force and effect and each is hereby ratified and confirmed
by and on behalf of the undersigned, this 12th day of February, 2002.

                                              AUTOMATIC SYSTEMS, INC.

                                              By:    /s/ Robert L. Montgomery
                                                  ------------------------------
                                                     Robert L. Montgomery
                                              Title: Treasurer

                                              LICO STEEL, INC.

                                              By:    /s/ Robert L. Montgomery
                                                  ------------------------------
                                                     Robert L. Montgomery
                                              Title: Treasurer

                                              CRANE EQUIPMENT & SERVICE, INC.

                                              By:    /s/ Robert L. Montgomery
                                                  ------------------------------
                                                     Robert L. Montgomery
                                              Title: Treasurer

                                              YALE INDUSTRIAL PRODUCTS, INC.

                                              By:    /s/ Robert L. Montgomery
                                                  ------------------------------
                                                     Robert L. Montgomery
                                              Title: Treasurer

<PAGE>

                                          Lenders

                                          FLEET NATIONAL BANK, as Administrative
                                          Agent, Initial Issuing Bank, Swing
                                          Line Bank and Lender

                                          By: /s/ John C. Wright
                                              ----------------------------------
                                          Name:  John C. Wright
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          ABN-AMRO BANK N.V. NEW YORK
                                          BRANCH, as a Co-Agent and Lender


                                          By: /s/ Sean P. Giglio
                                              ----------------------------------
                                          Name:  Sean P. Giglio
                                          Title: Vice President

                                          By: /s/ Craig W. Trantwein
                                              ----------------------------------
                                          Name:  Craig W. Trantwein
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          THE BANK OF NOVA SCOTIA, as a Co-Agent
                                          and Lender


                                          By: /s/ Todd S. Meller
                                              ----------------------------------
                                          Name:  Todd S. Meller
                                          Title: Managing Director

<PAGE>

                                          Lenders

                                          MANUFACTURERS AND TRADERS TRUST
                                          COMPANY, as a Co-Agent and Lender


                                          By: /s/ Jeffrey P. Kapefick
                                              ----------------------------------
                                          Name:  Jeffrey P. Kapefick
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          HSBC BANK USA (formerly known as
                                          Marine Midland Bank), as a Co-Agent
                                          and Lender


                                          By: /s/ John G. Tiarney
                                              ----------------------------------
                                          Name:  John G. Tiarney
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          COMERICA BANK

                                          By: /s/ Joel S. Gordon
                                              ----------------------------------
                                          Name:  Joel s. Gordon
                                          Title: Account Officer

<PAGE>

                                          Lenders

                                          FIRST UNION NATIONAL BANK

                                          By:______________________________

                                          Name: ___________________________

                                          Title: ____________________________

<PAGE>

                                          Lenders

                                          KEYBANK NATIONAL ASSOCIATION

                                          By: /s/ Mary K. Young
                                              ----------------------------------
                                          Name:  Mary K. Young
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          CITIZENS BANK OF PENNSYLVANIA

                                          By: /s/ Brian V. Ciaverella
                                              ----------------------------------
                                          Name:  Brian V. Ciaverella
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          BANKERS TRUST COMPANY

                                          By:______________________________

                                          Name: ___________________________

                                          Title: ____________________________

<PAGE>

                                          Lenders

                                          THE BANK OF NEW YORK

                                          By: /s/ Christine T. Rio
                                              ----------------------------------
                                          Name:  Christine T. Rio
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          PNC BANK, NATIONAL ASSOCIATION

                                          By: /s/ Stephen W. Boyd
                                              ----------------------------------
                                          Name:  Stephen W. Boyd
                                          Title: Vice President

<PAGE>

                                          Lenders

                                          NATIONAL CITY BANK OF PENNSYLVANIA

                                          By:______________________________

                                          Name: ___________________________

                                          Title: ____________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>5
<FILENAME>dex1021.txt
<DESCRIPTION>ELEVENTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.21

                     ELEVENTH AMENDMENT TO CREDIT AGREEMENT

         THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of June 6, 2002, is by and among COLUMBUS MCKINNON CORPORATION, a New York
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the "Lenders"), FLEET NATIONAL BANK, as Initial Issuing Bank
(the "Initial Issuing Bank"), FLEET NATIONAL BANK, as the Swing Line Bank (the
"Swing Line Bank"; each of the Lenders, the Initial Issuing Bank and the Swing
Line Bank, individually, a "Lender Party" and, collectively, the "Lender
Parties"), and FLEET NATIONAL BANK, as administrative agent (together with any
successor appointed pursuant to Article VII of the Credit Agreement, the
"Administrative Agent") for the Lender Parties.

                              W I T N E S S E T H :
                              -------------------

         WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit Agreement,
dated as of September 23, 1998, that certain Second Amendment to Credit
Agreement and Consent, dated as of February 12, 1999, that certain Third
Amendment to Credit Agreement and Consent, dated as of November 16, 1999, that
certain Fourth Amendment to Credit Agreement and Waiver, dated as of February
15, 2000, that certain Fifth Amendment to Credit Agreement, dated as of
September 28, 2000, that certain Sixth Amendment to Credit Agreement and
Consent, dated as of February 5, 2001, that certain Seventh Amendment to Credit
Agreement and Consent, dated as of June 26, 2001, that certain Eighth Amendment
to Credit Agreement, dated as of November 21, 2001, that certain Ninth Amendment
to Credit Agreement, dated as of February 12, 2002, and that certain Tenth
Amendment to Credit Agreement, dated as of April 16, 2002 (as so amended and as
it may hereafter be further amended, supplemented, restated, extended or
otherwise modified from time to time, the "Credit Agreement");

         WHEREAS, Events of Default exist under (i) Section 5.04(a) (Maximum
Funded Debt to EBITDA Ratio) of the Credit Agreement for the period of four
fiscal quarters ended March 31, 2002, (ii) Section 5.04(d) (Minimum Net Worth)
as of March 31, 2002 and (iii) Section 5.04(e) (Minimum EBITDA) for the period
of one fiscal quarter ended March 31, 2002 (such Events of Default being the
"Existing Events of Default");

         WHEREAS, the Borrower has requested that the Administrative Agent and
Lender Parties waive the Existing Events of Default;

         WHEREAS, the Borrower has requested that the Revolving Credit Facility
be reduced to $150,000,000;

         WHEREAS, the Borrower, for the Borrower's valid business reasons, has
requested that the Administrative Agent and Lenders consent to (i) the creation
of a new Subsidiary, Audubon Europe S.a.r.l. ("Audubon Luxembourg"), to be
incorporated in Luxembourg and to be a wholly-owned Subsidiary of Yale
Industrial Products, Inc. ("Yale US"), (ii) the transfer by the Borrower of all
of the shares of stock of Columbus McKinnon Limited ("CM Canada") to Yale US and

<PAGE>

         (iii) the transfer by Yale US of all of the shares of stock of CM
Canada, Yale Industrial Products Ltd. ("Yale UK") and Yale Industrial Products
GmbH ("Yale Germany") to Audubon Luxembourg;

         WHEREAS, the Borrower has also requested that the Administrative Agent
and Lender Parties otherwise amend the Credit Agreement as and to the extent set
forth in this Amendment; and

         WHEREAS, the Administrative Agent and Lender Parties are agreeable to
the foregoing as and to the extent set forth in this Amendment and subject to
each of the terms and conditions stated herein.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, the Borrower and
its Subsidiaries by the Lender Parties, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.       Definitions. Except to the extent otherwise specified herein,
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement.

2.       Consent.

         2.1. The Administrative Agent and Lender Parties hereby consent to the
creation of Audubon Luxembourg; provided, that Audubon Luxembourg complies with
the provisions of Section 5.02(o) of the Credit Agreement, i.e., Audubon
Luxembourg shall become a Guarantor pursuant to the terms of the Guaranty and an
additional grantor pursuant to the terms of the Security Agreement and
Intellectual Property Security Agreement and all (100%) shares of the capital
stock of Audubon Luxembourg shall be pledged to the Administrative Agent.

         2.2. Notwithstanding the provisions of Section 5.02(e) (Sales, Etc. of
Assets) or any other provision of the Credit Agreement, the Administrative Agent
and Lender Parties hereby consent to (i) the transfer by the Borrower of all of
the shares of stock of CM Canada to Yale US and (ii) the transfer by Yale US of
all of the shares of stock of CM Canada, Yale UK and Yale Germany to Audubon
Luxembourg; provided, that, at least 65% of the outstanding shares of capital
stock of CM Canada and Yale Germany shall be pledged to the Administrative
Agent.

         2.3. Notwithstanding any provisions of any Loan Document, the
Administrative Agent and the Lender Parties hereby consent to a restriction on
the transferability of the stock of both Yale US and Audubon Luxembourg such
that in connection with the transfer of the stock of either company, the stock
of the other company is also required to be transferred.

         2.4. The consents set forth in Sections 2.1, 2.2 and 2.3 are subject to
the additional condition that the Borrower shall have delivered to the
Administrative Agent a copy of the opinion letter of Ernst & Young to the
Borrower with respect to the tax consequences of the transactions described in
Sections 2.1, 2.2 and 2.3, such opinion letter to be in form and substance
satisfactory to the Administrative Agent.



                                       -2-

<PAGE>

3.       Waiver. The Administrative Agent and Lender Parties hereby waive the
Existing Events of Default under Sections 5.04(a), 5.04(d) and 5.04(e) of the
Credit Agreement solely for the period ended March 31, 2002 or as of March 31,
2002, as applicable. The foregoing waiver is only applicable and shall only be
effective in the specific instance and for the specific purpose for which made.
Such waiver is expressly limited to the facts and circumstances referred to
herein and shall not operate (a) as a waiver of or consent to non-compliance
with any other Section or provision of the Credit Agreement or any other Loan
Document, (b) as a waiver of any other right, power or remedy of the
Administrative Agent or any Lender Party under the Credit Agreement or any other
Loan Document or (c) as a waiver of or consent to any Default or Event of
Default under the Credit Agreement or any other Loan Document, other than as
expressly provided in this Section 3.

4.       Amendments.

         4.1. The Revolving Credit Commitments of each of the Revolving Credit
Lenders are hereby reduced on a pro rata basis such that the Revolving Credit
Facility shall be reduced to $150,000,000.

         4.2. The following definitions are inserted in the appropriate
alphabetical order in Section 1.01 of the Credit Agreement:


         "Audubon Luxembourg" means a wholly-owned Subsidiary of Yale Industrial
         Products, Inc. to be incorporated under the laws of Luxembourg.


         "Debt Issuance" means any issuance or sale or other incurrence by the
         Borrower or any of its Subsidiaries of any Debt; provided, however,
         that, other than Debt permitted under Sections 5.02(b)(vi) or (ix), the
         term "Debt Issuance" shall not include the incurrence of Debt expressly
         permitted under Section 5.02(b).

         "Equity Issuance" means any sale or issuance for cash by the Borrower
         or any of its Subsidiaries of any capital stock or other ownership of
         profit interest, any securities convertible or exchangeable for capital
         stock or other ownership or profit interest or any warrants, rights or
         options to acquire capital stock or other ownership or profit interest;
         provided, however, that the term "Equity Issuance" shall not include
         the issuance of stock permitted under clauses (x), (y) or (z) of
         Section 5.02(r)(i).

         4.3. The following is inserted as a new clause (C) at the end of the
definition of "EBITDA" in Section 1.01 of the Credit Agreement:


         "plus (C) to the extent deducted from the calculation of net income for
         such period, the amount of the loss realized by the Borrower from the
         sale of Handling Systems and Conveyors, Inc."

         4.4. The definition of "Net Cash Proceeds" in Section 1.01 of the
Credit Agreement is amended by inserting after the words "or any Extraordinary
Receipt" and before the words "received by or paid to or for the account of any
Person," the words ", any Debt Issuance or any Equity Issuance".



                                       -3-

<PAGE>

         4.5. Section 2.05(b)(ii) of the Credit Agreement is amended as follows:

         (a) The word "or" appearing after the words "Section 2.06(b)(ii)" and
before the word "(iii)" is deleted and replaced with a comma.

         (b) The words "or (vi)" are inserted after the word "(iii)".

         4.6. Section 2.06(b)(iv) of the Credit Agreement is amended as follows:

         (a) The word "or" appearing after the word "(ii)" and before the word
"(iii)" is deleted and replaced with a comma.

         (b) The words "or (vi)" are inserted after the word "(iii)".

         4.7. The following is inserted as a new Section 2.06(b)(vi) of the
Credit Agreement:


"(vi) Within one (1) Business Day after receipt by any Loan Party or any of its
Subsidiaries of Net Cash Proceeds from any Debt Issuance or Equity Issuance, the
Borrower shall prepay the then outstanding Advances in an amount equal to one
hundred percent (100%) of such Net Cash Proceeds."

         4.8. The following are inserted as new Sections 5.03(v) and 5.03(w) of
the Credit Agreement:

         "(v) Monthly Financials. As soon as available and in any event within
         twenty (20) days after the end of each fiscal month, a Consolidated
         statement of income of the Borrower and its Subsidiaries and a
         consolidating statement of income of the Borrower and its Significant
         Subsidiaries, for (i) the period commencing at the end of the previous
         fiscal month and ending with the end of such fiscal month and (ii) the
         period commencing at the end of the previous Fiscal Year and ending
         with the end of such fiscal month, setting forth in each case in
         comparative form the corresponding figures for the corresponding period
         of the preceding Fiscal Year and the corresponding figures from the
         budgeted forecasts delivered pursuant to Section 5.03(e) for such
         period and for the Fiscal Year which includes such period, all in
         reasonable detail and duly certified by the chief financial officer of
         the Borrower as having been prepared in accordance with GAAP (subject
         to normal quarterly adjustments and year-end audit adjustments),
         together with a certificate of said officer stating that no Default has
         occurred and is continuing or, if a Default has occurred and is
         continuing, a statement as to the nature thereof and the action that
         the Borrower has taken and proposes to take with respect thereto.

         (w) Monthly Accounts Receivable Aging. As soon as available and in any
         event within ten (10) days after the end of each of fiscal month, a
         monthly trial balance showing accounts receivable, as controlled by
         CMBIS, aged from invoice date as follows: 1 to 30 days, 31 to 60 days,
         61 to 90 days and 91 days or more, accompanied by such supporting
         detail and documentation as shall be requested by the Administrative
         Agent in its reasonable discretion."



                                       -4-

<PAGE>

         4.9. The following is inserted as a new clause (x) at the end of
Section 5.02(b) of the Credit Agreement (Debt):


         "(x) in the case of the Borrower, Debt owed to Audubon Luxembourg,
         provided, that (A) the amount of such Debt shall not exceed the amount
         of cash actually received by the Borrower from Audubon Luxembourg, (B)
         such Debt is evidenced by a promissory note or notes, (C) such
         promissory note or notes are pledged to the Administrative Agent
         pursuant to the terms of the Security Agreement and (D) no payments of
         principal under such note or notes shall be payable in cash prior to
         the later of (x) the Termination Date and (y) June 6, 2007."

         4.10. Section 5.04(a) of the Credit Agreement (Funded Debt to EBITDA
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:

           Four Fiscal Quarters ending on:           Ratio
           -------------------------------           -----

           June 30, 2002                             6.00 to 1.0
           September 29, 2002                        6.15 to 1.0
           December 29, 2002                         6.25 to 1.0

         4.11. Section 5.04(b) of the Credit Agreement (Interest Coverage Ratio)
is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:

           Four Fiscal Quarters ending on:           Ratio
           -------------------------------           -----

           June 30, 2002                             1.75 to 1.0
           September 29, 2002                        1.75 to 1.0
           December 29, 2002                         1.75 to 1.0

         4.12. Section 5.04(c) of the Credit Agreement (Fixed Charge Coverage
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:

           Four Fiscal Quarters ending on:           Ratio
           -------------------------------           -----

           June 30, 2002                             1.35 to 1.0
           September 29, 2002                        1.35 to 1.0
           December 29, 2002                         1.40 to 1.0

         4.13. Section 5.04(d) of the Credit Agreement (Minimum Net Worth) is
amended and restated in its entirety to read as set forth below:


         "(d) Minimum Net Worth. Maintain, as of the last day of each fiscal
         quarter, an excess of Consolidated total assets over Consolidated total
         liabilities of the Borrower and


                                       -5-

<PAGE>

         its Subsidiaries of not less than (i) $66,600,000 plus (ii) 75% of
         Consolidated positive net income (and excluding 100% of Consolidated
         net losses) of the Borrower and its Subsidiaries since March 30, 2002
         to and including each date of determination computed on a cumulative
         basis for said entire period."

         4.14. Section 5.04(e) of the Credit Agreement (Minimum EBITDA) is
amended by resetting the financial covenants contained therein for the fiscal
quarters provided below to the new levels set forth below:

         Fiscal Quarter ending on:                   Amount
         -------------------------                   ------

         June 30, 2002                               $12,000,000
         September 29, 2002                          $12,250,000
         December 29, 2002                           $12,500,000"

5.       Additional Covenants.

         5.1. If the Borrower has not prepaid the Revolving Credit Advances by
at least $50,000,000 and correspondingly permanently reduced the Revolving
Credit Facility by at least $50,000,000 on or before September 29, 2002, then:

                  (a) on September 29, 2002, the Borrower and each of its
         Domestic Subsidiaries shall enter into a new cash management system,
         which shall include a cash collateral account, with the Administrative
         Agent and each bank at which the Borrower or such Subsidiary maintains
         a bank account, such cash management system to be in form and substance
         satisfactory to the Administrative Agent; and

                  (b) from and after September 29, 2002, the Borrower shall
         permit the Administrative Agent to conduct at any time and from time to
         time such commercial finance examinations and/or Collateral audits of
         the Borrower and its Subsidiaries as the Administrative Agent may
         request.

6.       Pricing.

         6.1. On the date of this Amendment, the Borrower shall pay an amendment
fee to the Administrative Agent, for the account of each Lender which has
approved this Amendment, as evidenced by such Lender's timely execution and
delivery of a counterpart signature page to this Amendment (each such Lender
being an "Approving Lender"), in an amount equal to 0.10% (i.e. 10.0 basis
points) of such Approving Lender's Revolving Credit Commitment immediately after
giving effect to the reduction of the Revolving Credit Commitments set forth in
Section 4.1 of this Amendment.

         6.2. On September 29, 2002, (a) the Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders, a fee in the amount of
$187,500 and (b) all of the Applicable Margins then in effect shall
automatically be increased by 0.25% (i.e., 25 basis points); provided, however,
that, if the Borrower has prepaid the Revolving Credit Advances by at least



                                       -6-

<PAGE>

$50,000,000 and correspondingly permanently reduced the Revolving Credit
Facility by at least $50,000,000 on or before September 29, 2002, then such fee
shall not be payable and such pricing change shall not become effective.

         6.3. On December 29, 2002, (a) the Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders, a fee in the amount of
$187,500 and (b) all of the Applicable Margins then in effect shall
automatically be increased by 0.25% (i.e., 25 basis points); provided, however,
that, if the Borrower has prepaid the Revolving Credit Advances by at least
$50,000,000 and correspondingly permanently reduced the Revolving Credit
Facility by at least $50,000,000 on or before December 29, 2002, then such fee
shall not be payable and such pricing change shall not become effective.

7.       Possible Transactions.

         7.1. Notwithstanding any other provision of the Credit Agreement or any
other Loan Document to the contrary, the Administrative Agent and Lender Parties
hereby consent to the sale by the Borrower of common stock or the issuance by
the Borrower of senior unsecured debt or subordinated debt; provided, that, all
of the following conditions are met with respect to any such transaction (any
such transaction being a "Possible Transaction"):

                  (a) The entire Net Cash Proceeds from any such Possible
         Transaction shall be used to prepay Advances under the Credit
         Agreement, such prepayment to result in a corresponding permanent
         reduction of the Revolving Credit Facility in the amount of such
         prepayment.

                  (b) As to any such Possible Transaction which is an issuance
         of common stock of the Borrower, such transaction shall be consummated
         in compliance with the terms of the Credit Agreement, including,
         without limitation, Section 5.02(r)(ii) of the Credit Agreement.

                  (c) As to any such Possible Transaction which is an issuance
         of senior unsecured or subordinated debt, the terms and conditions of
         such transaction and such senior unsecured or subordinated debt,
         including, without limitation, the subordination provisions thereof,
         shall be satisfactory in form and substance to the Administrative
         Agent.

                  (d) Any such Possible Transaction is conducted and consummated
         in compliance with the Senior Subordinated Note Documents.

8.       Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:

         8.1. Each of the representations and warranties set forth in the Credit
Agreement, including, without limitation, in Article IV of the Credit Agreement,
and in each other Loan Document, is true, correct and complete on and as of the
date hereof as though made on the date hereof. In addition, the Borrower hereby
represents, warrants and affirms that the Credit Agreement and each of the other
Loan Documents remains in full force and effect.



                                       -7-

<PAGE>

         8.2. As of the date hereof and after giving effect to this Amendment,
there exists no Default or Event of Default under the Credit Agreement or any
other Loan Document, and no event which, with the giving of notice or lapse of
time, or both, would constitute a Default or Event of Default.

         8.3. The execution, delivery and performance by each applicable Loan
Party of this Amendment and/or the reaffirmations and confirmations attached
hereto and each other Loan Document are within such Loan Party's corporate
powers, have been duly authorized by all necessary corporate action, and do not,
and will not, (i) contravene such Loan Party's charter or bylaws, (ii) violate
any law (including, without limitation, the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended), rule, regulation
(including, without limitation, any Regulation of the Board of Governors of the
Federal Reserve System), order, writ, judgment, injunction, decree,
determination or award, (iii) conflict with or result in the breach of, or
constitute a default under, any material contract, loan agreement, indenture
(including, without limitation, the Senior Subordinated Note Indenture),
mortgage, deed of trust, lease or other material instrument or agreement binding
on or affecting any Loan Party, any of its Subsidiaries or any of their
respective properties or (iv) except for the Liens created under the Collateral
Documents, result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of any Loan Party or any of its
Subsidiaries. Neither any Loan Party nor any of its Subsidiaries is in violation
of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture (including, without limitation, the Senior Subordinated Note
Indenture), mortgage, deed of trust, lease or other instrument or agreement, the
violation or breach of which could reasonably be expected to have a Material
Adverse Effect.

         8.4. Each of this Amendment and each other Loan Document has been duly
executed and delivered by each Loan Party party hereto and thereto. Each of this
Amendment and each other Loan Document is the legal, valid and binding
obligation of each Loan Party party hereto and thereto, enforceable against such
Loan Party in accordance with its terms.

         8.5. No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other third
party is required for (i) the due execution, delivery, recordation, filing or
performance by any Loan Party of this Amendment, any other Loan Document or any
other agreement or document related hereto or thereto or contemplated hereby or
thereby to which it is or is to be a party or otherwise bound, (ii) the grant by
any Loan Party of the Liens granted by it pursuant to the Collateral Documents,
(iii) the perfection or maintenance of the Liens created by the Collateral
Documents (including the first priority nature thereof) or (iv) the exercise by
the Administrative Agent or any Lender Party of its rights under the Loan
Documents or remedies in respect of the Collateral pursuant to the Collateral
Documents.



                                       -8-

<PAGE>

9.       Conditions Precedent to this Amendment. The effectiveness of this
Amendment is subject to the satisfaction, in form and substance satisfactory to
the Administrative Agent, of each of the following conditions precedent:

         9.1. The Borrower and Lenders shall have duly executed and delivered
this Amendment and each other Loan Party shall have duly executed the attached
Acknowledgment and Ratification in connection with this Amendment

         9.2. After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing.

         9.3. The representations and warranties contained in Section 8 of this
Amendment, the Credit Agreement and each other Loan Document shall be true,
correct and complete on and as of the closing date of this Amendment as though
made on such date.

         9.4. The Borrower shall have paid the amendment fee provided for in
Section 6.1 of this Amendment.

         9.5. The Borrower and the other Loan Parties shall have taken all such
other actions and executed and delivered all such other agreements, instruments,
certificates and documents, if any, as the Administrative Agent shall have
reasonably requested.

10.      Reference to and Effect Upon the Credit Agreement and other Loan
Documents.

         10.1. Except as specifically set forth in this Amendment, the Credit
Agreement and each of the other Loan Documents shall remain in full force and
effect and each is hereby ratified and confirmed.

         10.2. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or any
other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Loan
Document to the Credit Agreement or any word or words of similar import shall
mean and be a reference to the Credit Agreement as amended hereby.

11.      Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument. Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.

12.      Costs and Expenses. The Borrower shall pay on demand all reasonable
fees, costs and expenses incurred by Administrative Agent (including, without
limitation, all reasonable attorneys' fees) in connection with the preparation,
execution and delivery of this Amendment and the taking of any actions by any
Person in connection herewith.



                                       -9-

<PAGE>

13.      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.

14.      Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


                            [signature pages follow]





                                       -10-

<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
on the date first above written.

                        COLUMBUS MCKINNON CORPORATION


                        By: /s/ Robert L. Montgomery
                           -------------------------------
                               Robert L. Montgomery
                        Title: Executive Vice President


<PAGE>

                         ACKNOWLEDGMENT AND RATIFICATION

         The undersigned hereby acknowledge and agree to this Amendment, and
agree that the Guaranty, the Security Agreement and the Intellectual Property
Security Agreement, and each other Loan Document executed by the undersigned
shall remain in full force and effect and each is hereby ratified and confirmed
by and on behalf of the undersigned, this 6th day of June 2002.


                                    AUDUBON WEST, INC.

                                    By: /s/ Robert L. Montgomery
                                       -------------------------------
                                            Robert L. Montgomery
                                    Title:  Treasurer


                                    LICO STEEL, INC.

                                    By: /s/ Robert L. Montgomery
                                       -------------------------------
                                            Robert L. Montgomery
                                    Title:  Treasurer


                                    CRANE EQUIPMENT & SERVICE, INC.

                                    By: /s/ Robert L. Montgomery
                                       -------------------------------
                                            Robert L. Montgomery
                                    Title:  Treasurer


                                    YALE INDUSTRIAL PRODUCTS, INC.

                                    By: /s/ Robert L. Montgomery
                                       -------------------------------
                                            Robert L. Montgomery
                                    Title:  Treasurer

<PAGE>

                                    Lenders




                                    FLEET NATIONAL BANK, as Administrative
                                    Agent, Initial Issuing Bank, Swing Line Bank
                                    and Lender

                                    By: /s/ John C. Wright
                                       -------------------------------
                                    Name:   John C. Wright
                                    Title:  Vice President


<PAGE>

                                    Lenders

                                    ABN-AMRO BANK N.V. NEW YORK
                                    BRANCH, as a Co-Agent and Lender


                                    By: /s/ Sean P. Giglio
                                       -------------------------------
                                    Name:  Sean P. Giglio
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


                                    By: /s/ Craig W. Trantwein
                                       -------------------------------
                                    Name:  Craig W. Trantwein
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


<PAGE>

                                    Lenders

                                    THE BANK OF NOVA SCOTIA, as a Co-Agent and
                                    Lender


                                    By: /s/ Todd S. Meller
                                       -------------------------------
                                    Name:  Todd S. Meller
                                         -----------------------------
                                    Title: Managing Director
                                          ----------------------------


<PAGE>

                                    Lenders

                                    MANUFACTURERS AND TRADERS TRUST COMPANY, as
                                    a Co-Agent and Lender


                                    By: /s/ Juffray P. Kapefick
                                       -------------------------------
                                    Name:  Juffray P. Kapefick
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


<PAGE>

                                    Lenders

                                    HSBC BANK USA (formerly known as Marine
                                    Midland Bank), as a Co-Agent and Lender


                                    By: /s/ John G. Tiarney
                                       -------------------------------
                                    Name:  John G. Tiarney
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


<PAGE>

                                    Lenders

                                    COMERICA BANK


                                    By: /s/ Joel S. Gordon
                                       -------------------------------
                                    Name:  Joel S. Gordon
                                         -----------------------------
                                    Title: Account Officer
                                          ----------------------------


<PAGE>

                                    Lenders

                                    WACHOVIA BANK, NA


                                    By: /s/ Robert Brown
                                       -------------------------------
                                    Name:  Robert Brown
                                         -----------------------------
                                    Title: Director
                                          ----------------------------


<PAGE>

                                    Lenders

                                    KEYBANK NATIONAL ASSOCIATION


                                    By: /s/ Mary K. Young
                                       -------------------------------
                                    Name:  Mary K. Young
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


<PAGE>

                                    Lenders

                                    CITIZENS BANK OF PENNSYLVANIA


                                    By: /s/ Brian V. Ciaverella
                                       -------------------------------
                                    Name:  Brian V. Ciaverella
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------

<PAGE>

                                    Lenders


                                    DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS


                                    By: /s/ Diane F. Rolfe
                                       -------------------------------
                                    Name:  Diane F. Rolfe
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


<PAGE>

                                    Lenders

                                    THE BANK OF NEW YORK


                                    By: /s/ Christine T. Rio
                                       -------------------------------
                                    Name:  Christine T. Rio
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


<PAGE>

                                    Lenders

                                    PNC BANK, NATIONAL ASSOCIATION


                                    By: /s/ Stephen W. Boyd
                                       -------------------------------
                                    Name:  Stephen W. Boyd
                                         -----------------------------
                                    Title: Vice President
                                          ----------------------------


<PAGE>

                                    Lenders

                                    NATIONAL CITY BANK OF PENNSYLVANIA


                                    By:
                                       -------------------------------
                                    Name:
                                         -----------------------------
                                    Title:
                                          ----------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>6
<FILENAME>dex1030.txt
<DESCRIPTION>ESOP AMENDMENT #8
<TEXT>
<PAGE>
                                                                   Exhibit 10.30

           COLUMBUS McKINNON CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
                  AMENDMENT NO. 8 OF THE 1989 PLAN RESTATEMENT

         Columbus McKinnon Corporation (the "Corporation") hereby amends the
Columbus McKinnon Corporation Employee Stock Ownership Plan (the "Plan"), as
amended and restated in its entirety effective April 1, 1989, and as further
amended by Amendment Nos. 1 through 7, as permitted under Section 11.1 of the
Plan, as follows:

                        Amendments Effective Before 2001

1.       Section 4.3, entitled "Allocation of Exempt Loan Stock", is amended
         effective April 1, 1989 by renumbering Paragraphs (2) and (3) of
         Section 4.3(c) as Paragraphs (3) and (4), and by adding new Section
         4.3(c)(2) to read as follows:

                           "(2) Dividends on Unallocated Stock Used to Make
                  Exempt Loan Payments. Exempt Loan Stock released from the Loan
                  Suspense Account on account of payment of the Exempt Loan with
                  funds taken from cash dividends paid with respect to
                  unallocated Exempt Loan Stock shall be allocated to the same
                  Participants and in the same manner that the Contributions for
                  such Plan Year would have been allocated under Section 3.4."

2.       Section 5.2, entitled "Allocation of Trust Income or Loss", is amended
         effective April 1, 1989 to change Section 5.2(b) to read as follows:

                  "(b) Determination of Income or Loss. The net income (or loss)
         of the Trust includes the increase (or decrease) in the fair market
         value of Trust assets (other than Stock), interest, dividends and other
         income and gains (or losses) attributable to Trust assets (other than
         dividends on Stock used to make payments on Exempt Loans) since the
         preceding Valuation Date, reduced by any expenses charged to the Trust
         assets for that Plan Year. The determination of the net income (or
         loss) of the Trust shall not take into account any interest paid by the
         Trust under an Exempt Loan."

3.       Section 7.4, entitled "Eligible Rollover Distribution", is amended
         effective January 1, 2000 by changing Section 7.4(a)(1) to read as
         follows:

                           (1) "Eligible Rollover Distribution." An eligible
                  rollover distribution is any distribution of all or any
                  portion of the balance to the credit of the distributee,
                  except that an eligible rollover distribution does not
                  include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the

<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                              Page 2 of Amendment No. 8 of 1989 Plan Restatement


                  joint lives (or joint life expectancies) of the distributee
                  and the distributee's designated beneficiary, or for a
                  specified period of 10 years or more; any distribution to the
                  extent such distribution is required under Section 401(a)(9)
                  of the Code; effective after December 31, 1999, any hardship
                  distribution described in Code Section 401(k)(2)(B)(i)(IV);
                  and the portion of any distribution that is not included in
                  gross income (determined without regard to the exclusion for
                  net unrealized appreciation with respect to employer
                  securities).

4.       Section 13.2, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2000 by changing Section 13.2(c) to read as
         follows:

                  "(c) "Defined Benefit Plan"  [Deleted]"

5.       Section 13.2, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2000 by changing Section 13.2(g) to read as
         follows:

                  "(g) "Projected Annual Benefit"  [Deleted]"

6.       Section 13.2, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2000 by changing Section 13.2(i) to read as
         follows:

                  "(i) Aggregation of Section 415 Employer's Defined
         Contribution Plans. For the purpose of this ARTICLE 13, all Defined
         Contribution Plans (whether terminated or not) ever maintained by the
         Section 415 Employer shall be treated as one Defined Contribution
         Plan."

7.       Section 13.4, entitled "Participation in a Defined Benefit Plan", is
         amended effective April 1, 2000 to read as follows:

                  "13.4 "Participation in a Defined Benefit Plan"  [Deleted]"


                       Amendments Effective April 1, 2001

8.       Section 1.6, entitled "Annual Earnings", is amended effective April 1,
         2001 by amending Section 1.6(a)(2) to read as follows:


                  "(2) Specific Inclusions. "Annual Earnings" shall include all
         amounts that would have been paid to the Employee by the Corporation
         and each of its Affiliates during the Plan Year or other period but for
         any salary reduction agreement and that are excluded from the gross
         income of the

<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                              Page 3 of Amendment No. 8 of 1989 Plan Restatement


         Employee under any one of the Code sections referred to in Code Section
         414(s)(2) (concerning 401(k) plans, cafeteria plans, qualified
         transportation fringes and certain other deferred compensation
         arrangements)."


                      Amendments Effective January 1, 2002

9.       Section 1.6, entitled "Annual Earnings", is amended effective April 1,
         2002 by changing Section 1.6(b) to read as follows:

                  "(b) Code Section 401(a)(17) Limit. In addition to all other
         applicable limitations set forth in the Plan, and notwithstanding any
         other provision in the Plan to the contrary, for any Plan Year or other
         12-month period beginning on or after January 1, 1989, the Annual
         Earnings of each Employee taken into account under the Plan shall not
         exceed the "Code Section 401(a)(17) Limit." If a Plan Year or other
         determination period consists of fewer than 12 months, the "Code
         Section 401(a)(17) Limit" shall be multiplied by a fraction, the
         numerator of which is the number of months in the Plan Year or other
         determination period and the denominator of which is 12.

                           (1) Limit Effective January 1, 1989. The "Code
                  Section 401(a)(17) Limit" for the Plan Year or any other
                  12-month period beginning in the 1989 calendar year or any
                  subsequent calendar year shall be $200,000 or such larger
                  amount as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                           (2) Limit Effective January 1, 1994. The "Code
                  Section 401(a)(17) Limit" for the Plan Year or any other
                  12-month period beginning in the 1994 calendar year or any
                  subsequent calendar year shall be $150,000 or such larger
                  amount as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                           (3) Limit Effective January 1, 2002. The "Code
                  Section 401(a)(17) Limit" for the Plan Year or any other
                  12-month period beginning in the 2002 calendar year or any
                  subsequent calendar year shall be $200,000 or such larger
                  amount as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17)."


<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                              Page 4 of Amendment No. 8 of 1989 Plan Restatement


10.      Section 7.4, entitled "Eligible Rollover Distributions", is amended
         effective January 1, 2002 by adding new Section 7.4(e) to read as
         follows:

         "(e) EGTRRA Amendment.

                           (1) Effective Date. This subsection (e) shall apply
                  to distributions made after December 31, 2001.

                           (2) Modification of Definition of Eligible Retirement
                  Plan. For purposes of the direct rollover provisions in this
                  Section 7.4, an Eligible Retirement Plan shall also mean an
                  annuity contract described in section 403(b) of the Code and
                  an eligible plan under section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state and which agrees to separately account
                  for amounts transferred into such plan from this Plan. The
                  definition of Eligible Retirement Plan shall also apply in the
                  case of a distribution to a surviving spouse, or to a spouse
                  or former spouse who is the alternate payee under a Qualified
                  Domestic Relation Order.

                           (3) Modification of Definition of Eligible Rollover
                  Distribution to Exclude Hardship Distributions. For purposes
                  of the direct rollover provisions in this Section 7.4, any
                  amount that is distributed on account of hardship shall not be
                  an eligible rollover distribution and the distributee may not
                  elect to have any portion of such a distribution paid directly
                  to an Eligible Retirement Plan.

                           (4) Modification of Definition of Eligible Rollover
                  Distribution To Include After-tax Employee Contributions. For
                  purposes of the direct rollover provisions in this Section
                  7.4, a portion of a distribution shall not fail to be an
                  Eligible Rollover Distribution merely because the portion
                  consists of after-tax employee contributions which are not
                  includible in gross income. However, such portion may be
                  transferred only to an individual retirement account or
                  annuity described in section 408(a) or (b) of the Code, or to
                  a qualified defined contribution plan described in section
                  401(a) or 403(a) of the Code that agrees to separately account
                  for amounts so transferred, including separately accounting
                  for the portion of such distribution which is includible in
                  gross income and the portion of such distribution which is not
                  so includible "


<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                              Page 5 of Amendment No. 8 of 1989 Plan Restatement


11.      Section 13.1, entitled "Summary", is amended effective April 1, 2002 to
         read as follows:

         "13.1 Summary. The total contributions allocated to the Accounts of any
         Participant for a Limitation Year with respect to the Corporation and
         all Affiliates may not exceed the lesser of $40,000 (as adjusted) or
         100 percent of the Participant's Section 415 Compensation. If the
         Participant receives contributions under more than one defined
         contribution plan of the Corporation (and all Affiliates), all such
         contributions must be taken into account in applying this limitation.
         The rules applying this limitation are set forth in detail in the
         subsequent sections of this ARTICLE 13 and these sections override any
         inconsistent provision in this Section 13.1."

12.      Section 13.2, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2002 by changing Section 3.2(f) to read as
         follows:

                  "(f) "Maximum Dollar Amount" means for any Limitation Year,
         $40,000, as may be increased pursuant to Section 415(d) of the Code."

13.      Section 13.2, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2002 by changing Section 3.2(h) to read as
         follows:

                  "(h) "Section 415 Compensation" means with respect to a
         Limitation Year, "participant's compensation" as defined under Code
         Section 415(c)(3) and the Treasury Regulations thereunder. In no event
         shall a Participant's Section 415 Compensation for a Limitation Year
         beginning on or after April 1, 1989 exceed the applicable Code Section
         401(a)(17) Limit set forth in Section 1.6(b)."

14.      Section 13.3, entitled "Limitation on Annual Additions", is amended
         effective April 1, 2002 by inserting "100% of his Section 415
         Compensation" in place of "25% of his Section 415 Compensation".

15.      Section 14.8, entitled "Effective Date", is replaced effective April 1,
         2002 with a new Section 14.8 which shall read as follows:

         "14.8 EGTRRA Amendment.

                  (a) Effective date. This Section 14.8 shall apply for purposes
         of determining whether the Plan is a top-heavy plan under Section
         416(g) of the Code for Plan Years beginning after March 31, 2001, and
         whether the Plan satisfies the minimum benefits requirements of Section
         416(c) of the Code

<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                              Page 6 of Amendment No. 8 of 1989 Plan Restatement


         for such years. This section shall govern over any contrary provision
         in this Article 14.

                  (b) Determination of Top-Heavy Status.

                           (1) Key Employee. Key Employee means any employee or
                  former employee (including any deceased employee) who at any
                  time during the Plan Year that includes the Determination Date
                  was an officer of the Employer having annual compensation
                  greater than $130,000 (as adjusted under section 416(i)(1) of
                  the Code for plan years beginning after March 31, 2002), a
                  5-percent owner of the employer, or a 1-percent owner of the
                  employer having annual compensation of more than $150,000. For
                  this purpose, annual compensation means compensation within
                  the meaning of section 415(c)(3) of the Code. The
                  determination of who is a Key Employee will be made in
                  accordance with section 416(i)(1) of the Code and the
                  applicable regulations and other guidance of general
                  applicability issued thereunder.

                           (2) Determination of Present Values and Amounts. This
                  Section 14.8(b)(2) shall apply for purposes of determining the
                  present values of accrued benefits and the amounts of account
                  balances of employees as of the Determination Date.

                                    (A) Distributions during year ending on the
                           determination date. The present values of accrued
                           benefits and the amounts of account balances of an
                           employee as of the Determination Date shall be
                           increased by the distributions made with respect to
                           the employee under the Plan and any plan aggregated
                           with the Plan under section 416(g)(2) of the Code
                           during the 1-year period ending on the determination
                           date. The preceding sentence shall also apply to
                           distributions under a terminated plan which, had it
                           not been terminated, would have been aggregated with
                           the Plan under section 416(g)(2)(A)(i) of the Code.
                           In the case of a distribution made for a reason other
                           than separation from service, death, or disability,
                           this provision shall be applied by substituting
                           5-year period for 1-year period.

                                    (B) Employees not performing services during
                           year ending on the Determination Date. The accrued
                           benefits and accounts of any individual who has not
                           performed services for

<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                              Page 7 of Amendment No. 8 of 1989 Plan Restatement


                           the Employer during the 1-year period ending on the
                           Determination Date shall not be taken into account.

                  (c) Minimum Benefits. Employer matching contributions shall be
         taken into account for purposes of satisfying the minimum contribution
         requirements of section 416(c)(2) of the Code and the Plan. The
         preceding sentence shall apply with respect to matching contributions
         under the Plan or, if the plan provides that the minimum contribution
         requirement shall be met in another plan, such other plan. Employer
         matching contributions that are used to satisfy the minimum
         contribution requirements shall be treated as matching contributions
         for purposes of the actual contribution percentage test and other
         requirements of section 401(m) of the Code."


         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 26th day of March, 2002.

                                           COLUMBUS McKINNON CORPORATION


                                           By  /s/ Robert L. Montgomery
                                             -----------------------------------


                                           Title  Executive Vice President
                                                --------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>7
<FILENAME>dex1039.txt
<DESCRIPTION>THRIFT 401K PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.39


                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 3 OF THE 1998 PLAN RESTATEMENT

         Columbus McKinnon Corporation (the "Corporation") hereby amends the
Columbus McKinnon Corporation Thrift 401(K) Plan (the "Plan"), as amended and
restated in its entirety effective January 1, 1998, and as further amended by
Amendment Nos. 1 and 2, as permitted under Section 14.1 of the Plan, as follows:

                        Amendments Effective Before 2001

1.       Section 1.3, entitled "Actual Contribution Percentage Test or ACP
         Test", is amended effective January 1, 1997 by deleting Section 1.3(c)
         (Use of Contribution Percentage from Preceding Plan Year).

2.       Section 1.4, entitled "Actual Deferral Percentage Test or ADP Test", is
         amended effective January 1, 1997 by deleting Section 1.4(c) (Use of
         Deferral Percentage from Preceding Plan Year).

3.       Section 1.14, entitled "Eligible Employee" is amended effective January
         1, 1998 by adding the following heading to Section 1.14(d): "Exclusion
         of Certain Employees Before April 1, 1998".


4.       Section 1.19, entitled "Highly Compensated Employee", is amended
         effective January 1, 1997 by renumbering Section 1.19(b)(1)
         as Section 1.19(b)(2) and adding new Section 1.19(b)(1) to read as
         follows:

                           "(1) Meaning of "Compensation". For the purpose of
                  determining whether an Employee is a Highly Compensated
                  Employee, "Compensation" has the meaning given such term in
                  Code Section 415(c)(3) (e.g., W-2 wages increased by elective
                  deferrals etc. and not reduced by any items)."

5.       Section 1.38, entitled "A Year of Vesting Service", is amended
         effective January 1, 1998 by deleting Section 1.38(b)(2) and
         substituting the following Sections 1.38(b)(2) and 1.38(b)(3):

                           "(2) Five Year Break in Service. If an Employee
                  incurs five (5) consecutive one-year Breaks in Service, Years
                  of Vesting Service completed after such Breaks in Service
                  shall not be taken into account in determining the Employee's
                  nonforfeitable percentage in his Account Balance derived from
                  Matching Contributions made before such 5-year period.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 2 of Amendment No. 3 of the 1998 Plan Restatement


                           (3) Rule of Parity. If an Employee who has not become
                  partially vested in his Matching Contribution Account incurs a
                  number of consecutive one-year Breaks in Service which equals
                  or exceeds the greater of five or the aggregate number of the
                  Employee's prior Years of Vesting Service (determined without
                  regard to his age but excluding therefrom any Years of Vesting
                  Service disregarded by reason of any prior Break in Service),
                  the service credited prior to the Break in Service shall
                  thereafter be excluded from his Years of Vesting Service."

6.       Section 4.4, entitled "Distribution of Excess Contributions" is amended
         effective January 1, 1997 to read as follows:

         "4.4     Distribution of Excess Contributions.

                  (a) Required Distribution. If the Actual Deferral Percentage
         Test has not been satisfied for the Plan Year after all contributions
         have been made under the Plan for the Plan Year, the Committee shall,
         as soon as practicable but in no event later than the close of the
         following Plan Year, distribute the excess contributions, as defined in
         Section 4.4(b), to the Highly Compensated Employees in the manner
         provided in Section 4.4(c) together with an allocable share of income
         determined in accordance with Section 4.4(d). The Committee shall make
         every reasonable effort to make any distribution under this Section 4.4
         on or before March 15 of the Plan Year following the Plan Year for
         which the ADP Test was not satisfied. If such distribution includes
         contributions which qualified for Matching Contributions, the Matching
         Contributions attributable thereto shall be forfeited.

                  (b) Calculation of Excess Contributions. For purposes of this
         Section 4.4, the term "excess contributions" means the excess of--

                       (1) the aggregate amount of Salary Reduction
                  Contributions actually paid over to the Trust on behalf of
                  Highly Compensated Employees for the Plan Year, over

                       (2) the maximum amount of such contributions permitted
                  under the ADP Test (determined by reducing contributions made
                  on behalf of Highly Compensated Employees in the order of the
                  actual deferral percentages beginning with the highest of such
                  percentages).

                  (c) Distribution of Excess Contributions. Any distribution of
         excess contributions shall be made to the Highly Compensated
         Employee(s) with the highest dollar amount of Salary Reduction
         Contributions for the Plan Year in such manner that no Highly
         Compensated Employee receives a distribution of


<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 3 of Amendment No. 3 of the 1998 Plan Restatement


         excess contributions until the higher dollar amounts of Salary
         Reduction Contributions of all other Highly Compensated Employees (if
         any) have been distributed first. Any Matching Contributions that are
         attributable to excess contributions distributed pursuant to this
         Section 4.4 shall be forfeited and used to reduce Employer
         contributions or used to pay Plan administration expenses.

                  (d) Income (or Loss) Allocable to Excess Contributions.

                       (1) Standard Allocation Method. The income (or loss)
                  allocable to excess contributions that were distributed in
                  accordance with Section 4.4(c) shall be determined by
                  multiplying the income (or loss) allocable to the
                  Participant's Salary Reduction Contribution Account for the
                  Plan Year by a fraction [1] the numerator of which is the
                  excess contributions distributed to the Participant and [2]
                  the denominator of which is the account balance of the
                  Participant's Salary Reduction Contribution Account as of the
                  beginning of the Plan Year increased by the Participant's
                  Salary Reduction Contributions for such Plan Year.

                       (2) Alternative Allocation Method. As an alternative to
                  the standard method of allocating income (or loss) to excess
                  contributions described in Section 4.4(d)(1), the Committee
                  may use any reasonable method for computing income allocable
                  to excess contributions provided that the method does not
                  violate Code Section 401(a)(4), is used consistently for all
                  Participants and for all corrective distributions under the
                  Plan for that Plan Year, is used for allocating income to
                  Participants' Accounts, and/or satisfies such other
                  requirements as may be set forth in Treasury Regulations."

7.       Section 4.5, entitled "Distribution of Excess Aggregate Contributions"
         is amended effective January 1, 1997 to read as follows:

         "4.5     Distribution of Excess Aggregate Contributions.

                  (a) Required Distribution. If Matching Contributions for a
         Plan Year do not satisfy the Actual Contribution Percentage Test after
         all contributions have been made under the Plan for such Plan Year, the
         Committee shall, as soon as practicable but in no event later than the
         last day of the following Plan Year, distribute the excess aggregate
         contributions, as defined in Section 4.5(b), and income (or loss)
         allocable thereto to the Participants on whose behalf such excess
         aggregate contributions were made in accordance with Section 401(m)(6)
         of the Code and Treasury Regulations thereunder. The Committee shall
         make every reasonable effort to make any distribution under this
         Section 4.5 on or before March 15 of the Plan Year following the Plan
         Year for which the Actual Contribution Percentage Test was not
         satisfied.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 4 of Amendment No. 3 of the 1998 Plan Restatement


                  (b) Calculation of Excess Aggregate Contributions. For
         purposes of this Section 4.5, the term "excess aggregate contributions"
         means the excess of--

                       (1) the aggregate amount of Matching Contributions
                  actually paid over to the Trust on behalf of Highly
                  Compensated Employees for the Plan Year, over

                       (2) the maximum amount of such contributions permitted
                  under the ACP Test (determined by reducing contributions made
                  on behalf of Highly Compensated Employees in the order of the
                  actual contribution percentages beginning with the highest of
                  such percentages).

                  (c) Distribution of Excess Aggregate Contributions. Any
         distribution of excess aggregate contributions shall be made to the
         Highly Compensated Employee(s) with the highest dollar amount of
         Matching Contributions for the Plan Year in such manner that no Highly
         Compensated Employee receives a distribution of excess contributions
         until the higher dollar amounts of Matching Contributions of all other
         Highly Compensated Employees (if any) have been distributed first.

                  (d) Income or Loss Allocable to Excess Aggregate
         Contributions. The income or loss allocable to excess aggregate
         contributions for the Plan Year shall be determined in a manner similar
         to the determination of income or loss allocable to excess
         contributions under Section 4.4(b)."

8.       Section 7.4, entitled "Investment Elections", is amended effective
         January 28, 2000 to read as follows:

         "7.4     Investment Elections.

                  (a)  Initial Election.

                       (a) Salary Reduction Contributions. Each Participant
                  shall submit an investment election designating that his
                  future Salary Reduction Contributions are to be invested in
                  one or more of the Investment Funds, in multiples of 5%, or in
                  multiples of such other percentage as may be authorized by the
                  Committee. The investment election shall be submitted in a
                  manner prescribed by the Committee. If a Participant fails to
                  submit an investment election, the Participant shall be deemed
                  to have elected 100% Guaranteed Investment Contract (GIC) Fund
                  or such other default Investment Fund as may be selected by
                  the Committee. An election under this Section 7.4(a) shall be
                  effective as of the effective date of the Participant's
                  participation in the Plan, and shall remain in effect until
                  changed in accordance with Section 7.4(b).

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 5 of Amendment No. 3 of the 1998 Plan Restatement


                       (b) Matching Contributions. A Participant's Matching
                  Contributions shall be invested in the same percentages and
                  the same Investment Funds as his Salary Reduction
                  Contributions.

                       (c) Rollover Contribution. Each Participant who makes a
                  rollover contribution shall designate in writing one or more
                  Investment Funds in which such contribution is to be invested,
                  in multiples of 5%, or in multiples of such other percentage
                  as may be authorized by the Committee. Such designation shall
                  be provided to the Committee at least 15 days before the
                  rollover is made.

                  (b) Change of Election. A Participant may change his
         investment election for future Salary Reduction Contributions by
         submitting a new investment election in a manner prescribed by the
         Committee. Such change in investment election shall be effective as
         soon as administratively reasonable, as determined by the Committee.

                  (c) Reinvestment of Existing Balances.

                       (1) In General. A Participant (including a former
                  Employee who has not received complete distribution of his
                  Accounts) may direct that all or a portion of his existing
                  balances in any Investment Fund be reinvested in one or more
                  different Investment Funds, in such percentages or fractions
                  permitted under Section 7.4(a) as he shall specify.

                       (2) When Reinvestment Becomes Effective. Transfers out of
                  or into any Investment Fund (subject to restrictions imposed
                  by individual Investment Funds) shall be given effect as soon
                  as administratively reasonable after the Participant has
                  submitted the relevant change in investment election.

                       (3) Limitations on Reinvestment. The Committee by rule of
                  general application may limit the number of elections pursuant
                  to this Section 7.4(c) that may be made during a Plan Year or
                  other period."

9.       Schedule A, entitled "Participating Employers and Eligible Employees",
         is amended effective September 1, 1999 by amending Section 1 thereof to
         read as follows:

         "1.      Columbus McKinnon Corporation (April 1, 1984)

                  Columbus McKinnon Corporation established the Plan effective
                  August 1, 1984. The Plan was amended effective April 1, 1998
                  to cover nonunion employees of Columbus McKinnon Corporation
                  who satisfy the definition of "Eligible Employee". Prior to
                  April 1, 1998, the Plan covered selected groups of nonunion
                  employees of Columbus McKinnon Corporation, as follows:

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 6 of Amendment No. 3 of the 1998 Plan Restatement


                       (i) as of April 1, 1984, any Employee compensated on the
                  basis of a regular fixed weekly, bi-weekly, monthly or
                  semi-monthly salary as opposed to an hourly wage (but
                  including office Employees regardless of how compensated);

                       (ii) as of January 1, 1989, any nonunion factory Employee
                  regularly employed in the Corporation's Tonawanda, New York
                  facility, regardless of how compensated;

                       (iii) as of December 31, 1989, any person employed by
                  Positech Corporation, regardless of how compensated and (iv)
                  as of January 1, 1992, any nonunion factory Employee regularly
                  employed in the Corporation's Lexington, Tennessee, Manatee,
                  Florida or Chattanooga, Tennessee facility, regardless of how
                  compensated;

                       (iv) as of February 24, 1995, any person regularly
                  employed at the Positech division of the Corporation,
                  regardless of how compensated; and

                       (v) as of April 1, 1995, any Employee regularly employed
                  by the Corporation's Durbin Durco Division in Reform, Alabama
                  who is compensated on the basis of a regular fixed weekly,
                  bi-weekly, monthly or semi-monthly salary and who is exempt
                  from overtime pay under the Fair Labor Standards Act.

                  Employees of Columbus McKinnon Corporation who may be
                  Eligible Employees include all nonunion Employees."

10.      Schedule A, entitled "Participating Employers and Eligible Employees",
         is amended effective September 1, 1999 by amending the heading of
         Section 6 thereof to read as follows:

         "6.      Washington Equipment Company  (June 1, 2000)"

11.      Schedule A, entitled "Participating Employers and Eligible Employees,
         is amended effective September 1, 1999 by amending the heading of
         Section 7 thereof to read as follows:

         "7.      Gaffey, Inc.  (June 1, 2000)"

12.      Schedule A, entitled "Participating Employers and Eligible Employees",
         is amended effective September 1, 1999 by amending the heading of
         Section 8 thereof to read as follows:

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 7 of Amendment No. 3 of the 1998 Plan Restatement


         "8.      Handling Systems and Conveyors, Inc.  (June 1, 2000)"

13.      Section 9.4, entitled "Eligible Rollover Distribution", is amended
         effective January 1, 2000 by changing Section 9.4(a)(1) to read as
         follows:

                           (1) "Eligible Rollover Distribution." An "eligible
                  rollover distribution" is any distribution of all or any
                  portion of the balance to the credit of the distributee,
                  except that an eligible rollover distribution does not
                  include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated beneficiary,
                  or for a specified period of 10 years or more; any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code; effective after December 31,
                  1999, any hardship distribution described in Code Section
                  401(k)(2)(B)(i)(IV); and the portion of any distribution that
                  is not included in gross income (determined without regard to
                  the exclusion for net unrealized appreciation with respect to
                  employer securities).

14.      Section 12.4, entitled "Return of Contributions", is amended effective
         January 1, 1998 to add the words "was made" at the end of Section
         12.4(a) and to delete the sentence "If such Employee receive a
         contribution returned pursuant to this Section 12.4, it shall pay any
         portion of the amount returned that represents a salary Reduction
         Contribution to the Participant on whose behalf of the contribution was
         made." from Section 12.4(b).

15.      Section 15.5, entitled "Application of Top-Heavy Rules", is amended
         effective January 1, 1998 by changing Section 15.5(d) to read as
         follows:

                  (d) Special Vesting. The vesting schedule set forth at Section
         ?(d) shall not change if the Plan becomes a Top-Heavy Plan.

                      Amendments Effective January 1, 2001

16.      Section 1.6, entitled "Base Pay", is amended effective January 1, 2001
         by amending Section 1.6(a) to read as follows:

                  "(a) In General. "Base Pay" means, with respect to a
         Participant for a pay period or other period, the Participant's
         compensation as defined in Code Section 415(c)(3) and Treasury
         Regulation ss. 1.415-2(d)(11)(i) ("wages" reported on Form W-2), which
         is paid to the Participant on any pay day with respect to such pay
         period or other period by one or more Employers. The phrase "aggregate
         Base Pay" with respect to a Plan Year or other period means the sum of
         the periodic payments of Base Pay made to a Participant during such
         Plan Year or other period.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 8 of Amendment No. 3 of the 1998 Plan Restatement


                       (1) Base Pay is increased by elective deferrals as
                  defined in Code Section 402(g)(3) and by amounts excludable
                  from the Participant's gross income pursuant to Code Sections
                  125, 132(f)(4) or 457.

                       (2) Base Pay is reduced by reimbursements or other
                  expense allowances, cash and noncash fringe benefits, moving
                  expenses, deferred compensation and welfare benefits, any
                  special payments, and any amounts treated as wages with
                  respect to restricted stock granted to a Participant (even if
                  the foregoing items are includible in the Participant's gross
                  income)."

17.      Section 1.33, entitled "Testing  Compensation",  is amended effective
         January 1,  2001 by amending  Section 1.33(a) to read as follows:

                  "(a) In General. "Testing Compensation" means, with respect to
         each Employee, and for each Plan Year or other period, the Employee's
         compensation as defined in Code Section 415(c)(3) and Treasury
         Regulation ss.1.415-2(d)(11)(i) ("wages" reported on Form W-2), which
         is paid to the Employee by the Corporation and each Affiliate during
         the Plan Year or other period.

                       (1) Testing Compensation is increased by elective
                  deferrals as defined in Code Section 402(g)(3) and by amounts
                  excludable from the Employee's gross income pursuant to Code
                  Sections 125, 132(f)(4) or 457.

                       (2) Testing Compensation is reduced by reimbursements or
                  other expense allowances, cash and noncash fringe benefits,
                  moving expenses, deferred compensation and welfare benefits,
                  any special payments, and any amounts treated as wages with
                  respect to restricted stock granted to a Participant (even if
                  the foregoing items are includable in the Employee's gross
                  income)."

18.      Schedule 2, entitled Merger into the Plan of the Columbus McKinnon
         Corporation Savings and Retirement Plan - Nonunion Portion, is amended
         effective January 1, 2001 by replacing the text in Sections S2.5(c) and
         S2.6 with the word "Deleted".

19.      Schedule 3, entitled Merger into the Plan of the Washington Equipment
         Company 401(k) Retirement & Savings Plan, is amended effective January
         1, 2001 by replacing the text in Sections S3.5(c) and S3.6 with the
         word "Deleted".

20.      Schedule 4, entitled "Merger into the Plan of the Automatic Systems,
         Inc. 401(k) Savings Plan", is amended effective January 1, 2001 by
         replacing the text in Sections S4.5(c) and S4.6 with the word
         "Deleted".

                      Amendments Effective January 1, 2002

21.      Section 1.6, entitled "Base Pay", is amended effective January 1, 2002
         by changing Section 1.6(b) to read as follows:





<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 9 of Amendment No. 3 of the 1998 Plan Restatement


                  "(b) Code Section 401(a)(17) Limit. In addition to all other
         applicable limitations set forth in the Plan, and notwithstanding any
         other provision in the Plan to the contrary, for any Plan Year or other
         12-month period beginning on or after January 1, 1989, the Base Pay of
         each Employee taken into account under the Plan shall not exceed the
         "Code Section 401(a)(17) Limit." If a Plan Year or other determination
         period consists of fewer than 12 months, the "Code Section 401(a)(17)
         Limit" shall be multiplied by a fraction, the numerator of which is the
         number of months in the Plan Year or other determination period and the
         denominator of which is 12.

                       (1) Limit Effective January 1, 1989 to December 31, 1993.
                  The "Code Section 401(a)(17) Limit" for any Plan Year or other
                  12-month period beginning between January 1, 1989 and December
                  31, 1993, inclusive, shall be $200,000 or such larger amount
                  as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                       (2) Limit Effective January 1, 1994 to December 31, 2001.
                  The "Code Section 401(a)(17) Limit" for any Plan Year or other
                  12-month period beginning between January 1, 1994 and December
                  31, 2001, inclusive, shall be $150,000 or such larger amount
                  as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                       (3) Limit Effective on and after January 1, 2002. The
                  "Code Section 401(a)(17) Limit" for any Plan Year or other
                  12-month period beginning after December 31, 2001 shall be
                  $200,000 or such larger amount as the Secretary of the
                  Treasury may determine for such calendar year under Code
                  Section 401(a)(17)."

22.      New Section 1.9A, entitled "Catch-up Contribution", is added effective
         January 1, 2002 to read as follows:

         "1.9A "Catch-up Contribution" means a contribution described in Section
3.4."

23.      Section 1.33, entitled "Testing Compensation", is amended effective
         January 1, 2002 by changing Section 1.33(b) to read as follows:

                  (b) Code Section 401(a)(17) Limit. Testing Compensation shall
         be subject to the same limit under Code Section 401(a)(17) as Base Pay,
         as set forth in Section 1.6(b)."

24.      Section 3.1, entitled Salary Reduction Contribution, is amended
         effective January 1, 2002 to change "15 percent" where it appears
         therein to "30 percent".





<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 10 of Amendment No. 3 of the 1998 Plan Restatement


25.      New Section 3.4, entitled "EGTRRA Catch-up Contributions" is added to
         the Plan effective January 1, 2002, to read as follows:

         "3.4 Catch-up Contributions.

                  (a) Contributions Permitted. All Employees who are eligible to
         have Salary Reduction Contributions made on their behalf under Section
         3.1 and who will attain age 50 on or before the last day of any
         calendar year coincident with or preceding the Plan Year shall be
         eligible to make Catch-up Contributions in accordance with, and subject
         to the limitations of, Code Section 414(v).

                  (b) Treated as Salary Reduction Contributions. Catch-up
         Contributions shall be treated as additional Salary Reduction
         Contributions for all purposes of the Plan except as otherwise provided
         in Code Section 414(v), regulations and other guidance issued
         thereunder, and this Section 3.4.

                  (c) Certain Limits Inapplicable. Catch-up Contributions shall
         not be taken into account for purposes of the provisions of the Plan
         implementing the limitations of Sections 402(g) and 415 of the Code.
         The Plan shall not be treated as failing to satisfy the provisions of
         the Plan implementing the requirements of Section 401(k)(3) ,
         401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by
         reason of the making of such Catch-up Contributions.

                  (d) Plan Administrative Procedures. The Committee shall
         implement appropriate administrative procedures to deal with Catch-up
         Contributions including, without limitation, rules regarding whether
         such contributions can be made in a single sum and/or pro rata during
         the year.

                  (e) Effective Date. This Section 3.4 shall be effective as of
         January 1, 2002 or such later date, determined by the Committee in its
         discretion, when appropriate Plan administrative procedures have been
         implemented."

26.      Section 4.1, entitled "Maximum Amount of  Contributions", is amended
         effective January 1, 2002 to read as follows:

         "4.1 Maximum Amount of Contributions.

                  (a) Limitation on Annual Additions. In no event shall the sum
         of contributions credited to a Participant's Accounts for any
         Limitation Year be in an amount that would cause the Annual Addition
         for such Participant to exceed the amount permitted under Section 5.1,
         except to the extent permitted under Section 3.4 and Code Section
         414(v) with respect to Catch-up Contributions.

                  (b) Limitation Based on Employer Deductions. In no event shall
         contributions under the Plan in any taxable year of the Employer exceed
         the

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 11 of Amendment No. 3 of the 1998 Plan Restatement


         maximum amount deductible under Code Section 404. All contributions
         under the Plan that must be taken into account for purposes of applying
         the Code Section 404 limitation on Employer deductions are conditioned
         on their deductibility under Code Section 404.

                  (c) Limitation on Salary Reduction Contributions. In no event
         shall Salary Reduction Contributions made on behalf of any Participant
         for any taxable year exceed the dollar limitation contained in Code
         Section 402(g) in effect for such taxable year, except to the extent
         permitted under Section 3.4 and Code Section 414(v) with respect to
         Catch-up Contributions.

                  (d) Special Nondiscrimination Limitations. In no event shall
         Salary Reduction Contributions or Matching Contributions made by or on
         behalf of a Highly Compensated Employee for any Plan Year exceed the
         limits under Section 4.2, except to the extent permitted under Section
         3.4 and Code Section 414(v) with respect to Catch-up Contributions."

27.      Section 4.2, entitled "Nondiscrimination Requirements", is amended
         effective January 1, 2002 by changing Section 4.2(c)(6) to read as
         follows:

                  "(6) No Multiple Use of Alternative Limitations. The
         prohibition against multiple use of alternative limitations shall not
         apply with respect to Plan Years beginning on or after January 1,
         2002."

28.      Article 5, entitled "Limitation on Annual Additions", is amended
         effective January 1, 2002 to read as follows:

                                   "ARTICLE 5

                         LIMITATION ON ANNUAL ADDITIONS

         5.1 Limitation on Annual Additions. Except to the extent permitted
         under Section 3.4 of the Plan and Code Section 414(v) with respect to
         Catch-up Contributions, if applicable, the Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of:

                  (1) $40,000, as adjusted for increases in the cost-of-living
         under Code Section 415(d), or

                  (2) 100 percent of the Participant's Taxable Compensation, for
         the Limitation Year. The compensation limit referred to in this
         Paragraph (2) shall not apply to any contribution for medical benefits
         after separation from service (within the meaning of section 401(h) or

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 12 of Amendment No. 3 of the 1998 Plan Restatement


         section 419A(f)(2) of the Code) which is otherwise treated as an Annual
         Addition.

This Section 5.1 shall be effective for Limitation Years beginning after
December 31, 2001.

         5.2 Definitions. The following terms shall have the following meanings
         for the purpose of this ARTICLE 5:

                  (a) "Annual Addition" means, in the case of any Participant
         and with respect to this Plan, the sum for any Limitation Year of all
         Contributions credited to the Participant's Accounts for such year,
         unreduced by any distributions under Section 4.4 (excess
         contributions), Section 4.5 (excess aggregate contributions or Section
         4.6 (excess deferrals) (except as provided in Treasury Regulations
         under Code Section 415(c)(2)). "Annual Addition" means, in the case of
         any Participant and with respect to all other defined contribution
         plans maintained by the Corporation or any Affiliate, the sum for any
         Limitation Year of all (i) employer contributions, employee
         contributions, and forfeitures, as described in Section 415(c)(2) of
         the Code and Treasury regulations thereunder, unreduced by any
         distributions of excess contributions, excess aggregate contributions,
         or excess deferrals (except as provided in Treasury Regulations under
         Code Section 415(c)(2)), and (ii) amounts described under Section
         415(l)(1) and Section 419(d)(2) of the Code credited to the
         Participant's accounts for the Limitation Year.

                  (b) "Affiliate" means an "Affiliate" as defined in Section 1.5
         except that, for purposes of this Article 5, membership in a controlled
         group of corporations shall be determined on the basis of a 50% control
         test rather than an 80% control test.

                  (c) "Taxable Compensation" means, with respect to a
         Participant for each Limitation Year, compensation as defined under
         Code Section 415(c)(3) and the Treasury Regulations thereunder. In no
         event shall a Participant's Taxable Compensation for a Limitation Year
         beginning on or after January 1, 1989 exceed the applicable Code
         Section 401(a)(17) Limit set forth in Section 1.6(b)

         5.3 Adjustment to Reduce Annual Addition. A Participant's Annual
         Addition under the Plan shall be reduced to satisfy the limitation of
         Section 5.1 as follows:

                  (a) Any Salary Reduction Contribution not yet paid to the
         Trustee for the Limitation Year shall not be made. The Salary Reduction
         Contribution shall be paid instead to the Participant.

                  (b) Any Salary Reduction Contribution already paid to the
         Trustee for the Limitation Year shall, to the extent permitted by the
         Code and Treasury

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 13 of Amendment No. 3 of the 1998 Plan Restatement


         Regulations, be withdrawn from the Trust Fund and distributed to the
         Participant together with gains attributable to such Salary Reduction
         Contribution.

                  (c) If the Annual Addition for any Participant exceeds the
         limitations of Section 5.1 after the adjustments described in Section
         5.3(a) and Section 5.3(b), the excess amounts in the Participant's
         Accounts shall be held unallocated in a suspense account and used to
         reduce Salary Reduction Contributions for the next Limitation Year (and
         succeeding Limitation Years, as necessary) for the Participant if that
         Participant is covered by the Plan as of the end of the Limitation
         Year. However, if the Participant is not covered by the Plan as of the
         end of the Limitation Year, then the excess amounts shall be held
         unallocated in a suspense account for the Limitation Year and allocated
         and reallocated in the next Limitation Year to all of the remaining
         Participants in the Plan so as to reduce Salary Reduction Contributions
         for the next Limitation Year (and succeeding Limitation Years, as
         necessary) for all of the remaining Participants. If a suspense account
         is in existence at any time during a particular Limitation Year, other
         than the Limitation Year described in the preceding sentence, all
         amounts in the suspense account shall be allocated and reallocated to
         the Participants before any Salary Reduction Contributions are made
         under the Plan for the Limitation Year.

         5.4 Application of Code Section 415. No Annual Addition payable under
         the Plan shall exceed the applicable limitations set forth in Code
         Section 415 and the regulations thereunder, which are incorporated
         herein by this reference. Code Section 415 shall govern over any
         contrary provision in this Article 5."

29.      Section 8.4, entitled "Restrictions on Distribution" is amended
         effective January 1, 2002 to read as follows:

         8.4 Restrictions on Distributions. Not withstanding any provision in
         the Plan to the contrary, no distribution of a Participant's Salary
         Reduction Account shall occur earlier than [1] severance from
         employment, death or disability, [2] termination of the Plan, [3] the
         Participant's attainment of age 59-1/2, or [4] upon hardship of the
         Participant within the meaning of Code Section 401(k)(2)(B)(IV) and
         Treasury Regulations promulgated thereunder."

30.      Section 9.4, entitled "Eligible Rollover Distributions", is amended
         effective January 1, 2002 by adding new Section 9.4(f) to read as
         follows:

         "(f) EGTRRA Amendment.

                  (1) Effective Date. This subsection (f) shall apply to
         distributions made after December 31, 2001.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 14 of Amendment No. 3 of the 1998 Plan Restatement


                  (2) Modification of Definition of Eligible Retirement Plan.
         For purposes of the direct rollover provisions in this Section 9.4, an
         Eligible Retirement Plan shall also mean an annuity contract described
         in section 403(b) of the Code and an eligible plan under section 457(b)
         of the Code which is maintained by a state, political subdivision of a
         state, or any agency or instrumentality of a state or political
         subdivision of a state and which agrees to separately account for
         amounts transferred into such plan from this Plan. The definition of
         Eligible Retirement Plan shall also apply in the case of a distribution
         to a surviving spouse, or to a spouse or former spouse who is the
         alternate payee under a Qualified Domestic Relation Order.

                  (3) Modification of Definition of Eligible Rollover
         Distribution to Exclude Hardship Distributions. For purposes of the
         direct rollover provisions in this Section 9.4, any amount that is
         distributed on account of hardship shall not be an eligible rollover
         distribution and the distributee may not elect to have any portion of
         such a distribution paid directly to an Eligible Retirement Plan.

                  (4) Modification of Definition of Eligible Rollover
         Distribution To Include After-tax Employee Contributions. For purposes
         of the direct rollover provisions in this Section 9.4, a portion of a
         distribution shall not fail to be an Eligible Rollover Distribution
         merely because the portion consists of after-tax employee contributions
         which are not includible in gross income. However, such portion may be
         transferred only to an individual retirement account or annuity
         described in section 408(a) or (b) of the Code, or to a qualified
         defined contribution plan described in section 401(a) or 403(a) of the
         Code that agrees to separately account for amounts so transferred,
         including separately accounting for the portion of such distribution
         which is includible in gross income and the portion of such
         distribution which is not so includible"

31.      Section 10.3, entitled "Hardship Withdrawals", is amended effective
         January 1, 2002 to substitute "6-month period" for "twelve-month
         period" wherever it appears in Section 10.3(e)(2).

32.      Section 15.7, entitled "Change in the Law", is replaced effective
         January 1, 2002 with a new Section 15.7 which shall read as follows:

         "15.7 EGTRRA Amendment.

                  (a) Effective date. This Section 15.7 shall apply for purposes
         of determining whether the Plan is a top-heavy plan under Section
         416(g) of the Code for Plan Years beginning after December 31, 2001,
         and whether the Plan

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 15 of Amendment No. 3 of the 1998 Plan Restatement


         satisfies the minimum benefits requirements of Section 416(c) of the
         Code for such years. This section shall govern over any contrary
         provision in this Article 15.

                  (b) Determination of Top-Heavy Status.

                       (1) Key Employee. Key Employee means any employee or
                  former employee (including any deceased employee) who at any
                  time during the Plan Year that includes the Determination Date
                  was an officer of the Employer having annual compensation
                  greater than $130,000 (as adjusted under section 416(i)(1) of
                  the Code for plan years beginning after December 31, 2002), a
                  5-percent owner of the employer, or a 1 percent owner of the
                  employer having annual compensation of more than $150,000. For
                  this purpose, annual compensation means compensation within
                  the meaning of section 415(c)(3) of the Code. The
                  determination of who is a Key Employee will be made in
                  accordance with section 416(i)(1) of the Code and the
                  applicable regulations and other guidance of general
                  applicability issued thereunder.

                       (2) Determination of Present Values and Amounts. This
                  Section 15.7(b)(2) shall apply for purposes of determining the
                  present values of accrued benefits and the amounts of account
                  balances of employees as of the Determination Date.

                           (A) Distributions during year ending on the
                       determination date. The present values of accrued
                       benefits and the amounts of account balances of an
                       employee as of the Determination Date shall be increased
                       by the distributions made with respect to the employee
                       under the Plan and any plan aggregated with the Plan
                       under section 416(g)(2) of the Code during the 1-year
                       period ending on the determination date. The preceding
                       sentence shall also apply to distributions under a
                       terminated plan which, had it not been terminated, would
                       have been aggregated with the Plan under section
                       416(g)(2)(A)(i) of the Code. In the case of a
                       distribution made for a reason other than separation from
                       service, death, or disability, this provision shall be
                       applied by substituting 5-year period for 1-year period.

                           (B) Employees not performing services during year
                       ending on the Determination Date. The accrued benefits
                       and accounts of any individual who has not performed
                       services for the Employer during the 1-year period ending
                       on the Determination Date shall not be taken into
                       account.

                  (c) Minimum Benefits. Employer matching contributions shall be
         taken into account for purposes of satisfying the minimum contribution


<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 16 of Amendment No. 3 of the 1998 Plan Restatement


         requirements of section 416(c)(2) of the Code and the Plan. The
         preceding sentence shall apply with respect to matching contributions
         under the Plan or, if the plan provides that the minimum contribution
         requirement shall be met in another plan, such other plan. Employer
         matching contributions that are used to satisfy the minimum
         contribution requirements shall be treated as matching contributions
         for purposes of the actual contribution percentage test and other
         requirements of section 401(m) of the Code."

         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 21st day of February, 2002.

                                             COLUMBUS McKINNON CORPORATION


                                             By   /s/ R.L. Montgomery
                                                 -----------------------------
                                             Title  Executive Vice President
                                                   ---------------------------

<PAGE>

                                               Lenders

                                               DEUTSCHE BANK TRUST COMPANY
                                               AMERICAS

                                               By: /s/ Diane F. Rolfe
                                                   -----------------------------
                                               Name:  Diane F. Rolfe
                                               Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>8
<FILENAME>dex1044.txt
<DESCRIPTION>MONTHLY RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.44


                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                  Amendment No. 3 of the 1998 Plan Restatement

                  Columbus McKinnon Corporation (the "Company") hereby amends
the Columbus McKinnon Corporation Monthly Retirement Benefit Plan (the "Plan"),
as amended and restated in its entirety effective April 1, 1998, and as further
amended by Amendment Nos. 1 and 2, as permitted under Section 10.1 of the Plan,
as follows:

                        Amendments Effective Before 2002

1.       Section 1.4, entitled "Actuarial Present Value" is amended effective
         April 1, 1998 by changing Section 1.4(b) to read as follows:

                  "(b) Cash-out of Amounts $5,000 or Less. In computing the
         Actuarial Present Value of a benefit to determine whether it can be
         paid immediately in a lump sum under Code Section 411(a)(11) or Code
         Section 417(e) (cash-outs of benefits not greater than $5,000), and to
         determine the amount to be paid, the mortality table and interest rate
         used shall be the "Applicable Mortality Table" and the "Applicable
         Interest Rate".

                           (1) "Applicable Mortality Table" means the table
                  prescribed by the Secretary of the Treasury that is based on
                  the prevailing commissioners' standard table (described in
                  Code Section 807(d)(5)(A)) used to determine reserves for
                  group annuity contracts issued on the date as of which present
                  value is being determined (without regard to any other
                  subparagraph of Code Section 807(d)(5)).

                           (2) "Applicable Interest Rate" means the annual rate
                  of interest on 30-year Treasury Securities, or such other rate
                  determined by the Secretary of Treasury for purposes of Code
                  Section 417(e), determined for the month of February preceding
                  the Plan Year in which occurs the Annuity Starting Date."

2.       Section 1.15, entitled "Earnings", is amended by changing Section
         1.15(a)(1) to read as follows:


                           "(1) Specific Inclusions. "Earnings" shall include
                  all elective contributions paid into a cash or deferred
                  arrangement maintained by the Employer under Code Section
                  401(k), all salary reduction contributions under a cafeteria
                  plan that are excluded from income under Code Section 125, and
                  any amount excluded from gross

<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 2 of Amendment No. 3 of 1998 Plan Restatement


                  income pursuant to Code Section 132(f)(4) (qualified
                  transportation fringes)."

3.       Section 1.19, entitled "Employer", is amended effective April 1, 1998
         to read as follows:

         "1.19 "Employer" means the Corporation and each Affiliate that
         participates in the Plan in accordance with Section 9.1. Any Affiliate
         that becomes an Employer shall be listed in Schedule A attached to and
         made a part of this Plan."

4.       Section 1.22, entitled "Highly Compensated Employee", is amended
         effective April 1, 1999 by adding new Section 1.22(a)(3) to read as
         follows:

                           "(3) Calendar Year Data Election. Effective April 1,
                  1999, for purposes of Section 1.22(a)(2), the term "preceding
                  year" shall mean the calendar year beginning with or within
                  the Plan Year (look-back year) immediately preceding the Plan
                  Year (determination year) for which the Highly Compensated
                  Employee status of an Employee is being determined."

5.       Section 2.3, entitled "Benefit Service", is amended effective April 1,
         1998 by changing Section 2.3(b)(1) to read as follows:

                           "(1) Service Completed Before Participation. Hours of
                  Service included in Vesting Service completed by an Employee
                  before he has become a Participant shall be excluded from
                  Benefit Service."

6.       Section 4.6, entitled "Deferred Vested Benefit", is amended effective
         April 1, 1998 by deleting Section 4.6(a) and renumbering Sections
         4.6(b) and (c) as Sections 4.6(a) and (b).

7.       Section 5.6, entitled "Eligible Rollover Distributions", is amended
         effective January 1, 2000 by adding the following language to Section
         5.6(a)(1) after the reference therein to section 401(a)(9) of the Code:

         "effective after December 31, 1999, any hardship distribution described
         in Code Section 401(k)(2)(B)(i)(IV)"

8.       Section 11.1, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2000 by changing Section 11.1(a) to read as
         follows:


<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 3 of Amendment No. 3 of 1998 Plan Restatement


         "        (a)      "Annual Addition" [Deleted]"

9.       Section 11.1, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2000 by changing Section 11.1(j) to read as
         follows:

                  "(j) Aggregation of Section 415 Employer's Defined Benefit
         Plans. For the purpose of this Article XI, all defined benefit plans
         (whether terminated or not) ever maintained by the Section 415 Employer
         shall be aggregated with the Plan and treated as one defined benefit
         plan."

10.      Section 11.4, entitled "Participation in a Defined Contribution Plan",
         is amended effective April 1, 2000 to read as follows:

         "11.4    Participation in a Defined Contribution Plan.  [Deleted]"

11.      New Schedule A, entitled "Participating Employers and Eligible
         Employees", is added to the Plan effective September 1, 1999 to read as
         follows:

                                   "Schedule A

                 Participating Employers and Eligible Employees

                  Any conflict between the information in this Schedule A and a
                  numbered Schedule annexed to the Plan shall be resolved in
                  favor of the numbered Schedule.

                  Reflecting Amendment of the Plan through January 1, 2000

         1.       Columbus McKinnon Corporation (April 1, 1987)

                  The Plan was established April 1, 1977 as the Retirement Plan
                  for Salaried Employees of the Dixie Industries Division of
                  Columbus McKinnon Corporation. Columbus McKinnon Corporation
                  amended and restated the Plan as the Columbus McKinnon
                  Corporation Monthly Benefit Retirement Plan covering certain
                  salaried employees effective April 1, 1987. The Plan was
                  amended effective April 1, 1998 to extend coverage to all
                  nonunion employees of Columbus McKinnon Corporation who are
                  regularly employed at a facility in the United States. Special
                  rules regarding Columbus McKinnon Corporation employees
                  participating in the Plan are set forth in Schedule 1.


         2.       Lift-Tech International, Inc. (April 1, 1996 - February 28,
                  1997)

<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 4 of Amendment No. 3 of 1998 Plan Restatement


                  Columbus McKinnon Corporation acquired Lift-tech
                  International, Inc. (Lift-Tech) on November 1, 1995 and merged
                  Lift-Tech into Columbus McKinnon Corporation on March 1, 1997.
                  Nonunion employees of Lift-Tech who meet the age and service
                  requirements under the Plan and satisfy the definition of
                  "Eligible Employee" are eligible to enter the Plan on or after
                  April 1, 1996 in accordance with the provisions of the Plan.
                  Such Employees are granted Eligibility Service and Vesting
                  Service under the Plan for service with Lift-Tech
                  International, Inc. and its affiliates prior to November 1,
                  1995. Special rules regarding Lift-Tech employees
                  participating in the Plan are set forth in Schedule 1.

         3.       Yale Industrial Products, Inc. (April 1, 1998)

                  Columbus McKinnon Corporation acquired Spreckels Industries,
                  Inc. and its subsidiaries on January 3, 1997. Effective March
                  31, 1997, Spreckels was merged into its subsidiary,
                  Duff-Norton Company, Inc., and the subsidiary was renamed
                  "Yale Industrial Products, Inc.". Nonunion employees of Yale
                  Industrial Products, Inc. who meet the age and service
                  requirements under the Plan and satisfy the definition of
                  "Eligible Employee" are eligible to enter the Plan on or after
                  April 1, 1998 in accordance with the provisions of the Plan.
                  Special rules regarding Yale Industrial Products, Inc.
                  employees participating in the Plan are set forth in Schedules
                  3, 4, 5 and 6.

         4.       Automatic Systems, Inc.  (September 1, 1999)

                  Columbus McKinnon Corporation acquired Automatic Systems,
                  Inc., on March 31, 1998.

                  Persons employed as nonunion Employees by Automatic Systems,
                  Inc. on September 1, 1999, who meet the age and service
                  requirements under the Plan and satisfy the definition of
                  "Eligible Employee" on or after April 1, 1999 shall be
                  eligible to participate in the Plan on or after April 1, 1999
                  in accordance with Section 3.1 of the Plan, shall be granted
                  Eligibility Service and Vesting Service under the Plan for
                  service with Automatic Systems, Inc. and its affiliates prior
                  to March 31, 1998, and shall be granted Benefit Service under
                  the Plan for service with Automatic Systems, Inc. after March
                  31, 1999. The Final Average Earnings of an Employee whose
                  employment terminates after five years of Vesting Service but
                  before five years of Benefit Service shall be based on Vesting
                  Service to the extent necessary to ensure an average based on
                  five years of Earnings.


<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 5 of Amendment No. 3 of 1998 Plan Restatement


         5.       Abell-Howe Crane, Inc. (September 1, 1999)

                  The Corporation approves the adoption of the Plan by
                  Abell-Howe Crane, Inc. in accordance with Section 9.1 of the
                  Plan, effective September 1, 1999.

         6.       Washington Equipment Company  (January 1, 2000)

                  Columbus McKinnon Corporation acquired Washington Equipment
                  Company on April 29, 1999.

                  Persons employed as nonunion Employees by Washington Equipment
                  Company on January 1, 2000 shall be eligible to participate in
                  the Plan on or after January 1, 2000 in accordance with
                  Section 3.1 of the Plan, and shall be granted Eligibility
                  Service and Vesting Service (but not Benefit Service) under
                  the Plan for service with Washington Equipment Company and its
                  affiliates prior to April 29, 1999. The Final Average Earnings
                  of an Employee whose employment terminates after five years of
                  Vesting Service but before five years of Benefit Service shall
                  be based on Vesting Service to the extent necessary to ensure
                  an average based on five years of Earnings.

         7.       Gaffey, Inc.  (January 1, 2000)

                  Gaffey, Inc. was a wholly-owned subsidiary of GL International
                  Inc. GL International Inc. was merged into a subsidiary of

                  Columbus McKinnon Corporation on March 1, 1999 with the result
                  that Gaffey, Inc. became a subsidiary of Columbus McKinnon
                  Corporation on that date.

                  Persons employed as nonunion Employees by Gaffey, Inc. or
                  Handling Systems and Conveyors, Inc. on January 1, 2000 shall
                  be eligible to participate in the Plan on or after January 1,
                  2000 in accordance with Section 3.1 of the Plan, and shall be
                  granted Eligibility Service and Vesting Service (but not
                  Benefit Service) under the Plan for service with Gaffey, Inc.
                  or Handling Systems and Conveyors, Inc. or their affiliates
                  prior to March 1, 1999. The Final Average Earnings of an
                  Employee whose employment terminates after five years of
                  Vesting Service but before five years of Benefit Service shall
                  be based on Vesting Service to the extent necessary to ensure
                  an average based on five years of Earnings."

                         Amendments Effective After 2001

<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 6 of Amendment No. 3 of 1998 Plan Restatement


12.      Section 1.15, entitled "Earnings", is amended effective April 1, 2002
         by changing Section 1.15(b) to read as follows:

                  "(b) Code Section 401(a)(17) Limitation. In addition to all
         other applicable limits set forth in the Plan, and notwithstanding any
         other provision in the Plan to the contrary, for any Plan Year or other
         12-month period beginning on or after January 1, 1989, the Earnings of
         each Employee taken into account under the Plan shall not exceed the
         "Code Section 401(a)(17) Limit." If a Plan Year or other determination
         period consists of fewer than 12 months, the "Code Section 401(a)(17)
         Limitation" shall be multiplied by a fraction, the numerator of which
         is the number of months in the Plan Year or other determination period
         and the denominator of which is 12.

                           (1) Limit Effective January 1, 1989. The "Code
                  Section 401(a)(17) Limit" for the Plan Year or any other
                  12-month period beginning in the 1989 calendar year or any
                  subsequent calendar year shall be $200,000 or such larger
                  amount as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                           (2) Limit Effective January 1, 1994. The "Code
                  Section 401(a)(17) Limit" for the Plan Year or any other
                  12-month period beginning in the 1994 calendar year or any
                  subsequent calendar year shall be $150,000 or such larger
                  amount as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                           (3) Limit Effective January 1, 2002. The "Code
                  Section 401(a)(17) Limit" for the Plan Year or any other
                  12-month period beginning in the 2002 calendar year or any
                  subsequent calendar year shall be $200,000 or such larger
                  amount as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17)."

13.      Section 1.21, entitled "Final Average Earnings", is amended effective
         April 1, 2002 by changing Section 1.21(c)(1) to read as follows:

                           "(1) In General. For purposes of determining a
                  Participant's Final Average Earnings, the Earnings for any
                  12-consecutive month period within the 60-consecutive month
                  period used in Section 1.21(a) shall not exceed the Code
                  Section 401(a)(17) Limitation under Section 1.15(b) applicable
                  for such 12 month period. If a Participant's

<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 7 of Amendment No. 3 of 1998 Plan Restatement


                  Final Average Earnings are determined after the effective date
                  of Code Section 401(a)(17) (or after the effective date of any
                  amendment thereto) but the 60-consecutive month period used in
                  Section 1.21(a) includes one or more 12-consecutive month
                  periods beginning before such effective date, the limitation
                  for each such 12-consecutive month period shall, to the extent
                  required by Treasury Regulations, be the lesser of limitation
                  in effect during such 12-consecutive month period or the
                  limitation in effect as of such effective date."

14       Section 5.6, entitled "Eligible Rollover Distributions", is amended
         effective January 1, 2002 by adding new Section 5.6(f) to read as
         follows:

         "(f)     EGTRRA Amendment.

                           (1) Effective Date. This subsection (f) shall apply
                  to distributions made after December 31, 2001.

                           (2) Modification of Definition of Eligible Retirement
                  Plan. For purposes of the direct rollover provisions in this
                  Section 5.6, an Eligible Retirement Plan shall also mean an
                  annuity contract described in section 403(b) of the Code and
                  an eligible plan under section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state and which agrees to separately account
                  for amounts transferred into such plan from this Plan. The
                  definition of Eligible Retirement Plan shall also apply in the
                  case of a distribution to a surviving spouse, or to a spouse
                  or former spouse who is the alternate payee under a Qualified
                  Domestic Relation Order.

                           (3) Modification of Definition of Eligible Rollover
                  Distribution to Exclude Hardship Distributions. For purposes
                  of the direct rollover provisions in this Section 5.6, any
                  amount that is distributed on account of hardship shall not be
                  an eligible rollover distribution and the distributee may not
                  elect to have any portion of such a distribution paid directly
                  to an Eligible Retirement Plan.

                           (4) Modification of Definition of Eligible Rollover
                  Distribution To Include After-tax Employee Contributions. For
                  purposes of the direct rollover provisions in this Section
                  5.6, a portion of a distribution shall not fail to be an
                  Eligible Rollover Distribution merely because the

<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 8 of Amendment No. 3 of 1998 Plan Restatement


                  portion consists of after-tax employee contributions which are
                  not includible in gross income. However, such portion may be
                  transferred only to an individual retirement account or
                  annuity described in section 408(a) or (b) of the Code, or to
                  a qualified defined contribution plan described in section
                  401(a) or 403(a) of the Code that agrees to separately account
                  for amounts so transferred, including separately accounting
                  for the portion of such distribution which is includible in
                  gross income and the portion of such distribution which is not
                  so includible."

15.      Section 11.1, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2002 by changing Section 11.1(g) to read as
         follows:

                  "(g) "Section 415 Compensation" means with respect to a
         Limitation Year, "participant's compensation" as defined under Code
         Section 415(c)(3) and the Treasury Regulations thereunder. In no event
         shall a Participant's Section 415 Compensation for a Limitation Year
         beginning on or after April 1, 1989 exceed the applicable Code Section
         401(a)(17) Limit set forth in the definition of "Earnings" under
         Section 1.15(b)."

16.      Section 11.1, entitled "Definitions and Rules of Interpretation", is
         amended effective April 1, 2002 by changing Section 11.1(i) to read as
         follows:

                  "(a) "Social Security Retirement Age" [Deleted]"

17.      Section 11.2, entitled "Maximum Annual Benefit", is amended effective
         April 1, 2002 by changing the "$90,000" in Section 11.2(a)(1) to
         "$160,000".

18.      Section 11.2, entitled "Maximum Annual Benefit", is amended effective
         April 1, 2002 by changing Section 11.2(b)(2) to read as follows:

                           "(1) Benefits Commencing Before Age 62. If the
                  benefit of a Participant begins prior to age 65 but after age
                  62, the Dollar Limit applicable to the Participant shall not
                  be adjusted except as provided in Section 11.2(b)(4), if
                  required. If the benefit of a Participant begins prior to age
                  62, the Dollar Limit applicable to the Participant at such
                  earlier age is an annual benefit payable in the form of a
                  straight life annuity beginning at the earlier age that is the
                  Actuarial Equivalent of the Dollar Limit applicable to the
                  Participant at age 62 (adjusted under Section 11.2(b)(4), if
                  required). For the purpose of determining Actuarial
                  Equivalence, the interest rate shall be the greater of 5
                  percent or the rate set forth in Section 1.4(c) and the
                  mortality table

<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                              Page 9 of Amendment No. 3 of 1998 Plan Restatement


                  shall be the table described in Section 1.4(b) provided,
                  however, that the mortality decrement shall be ignored to the
                  extent that a forfeiture does not occur at death."

19.      Section 11.2, entitled "Maximum Annual Benefit", is amended effective
         April 1, 2002 by changing Section 11.2(b)(3) to read as follows:

                           "(3) Benefits Commencing After Age 65. If the benefit
                  of a Participant begins after age 65, the Dollar Limit
                  applicable to the Participant at such later age is an annual
                  benefit payable in the form of a straight life annuity
                  beginning at the later age that is the Actuarial Equivalent of
                  the Dollar Limit applicable to the Participant at age 65
                  (adjusted under Section 11.2(b)(4), if required). For the
                  purpose of determining Actuarial Equivalence, the interest
                  rate shall be the lesser of 5 percent or the rate set forth in
                  Section 1.4(c) and the mortality table shall be the table
                  described in Section 1.4(b) provided, however, that the
                  mortality decrement shall be ignored to the extent that a
                  forfeiture does not occur at death."

20.      New Section 12.8, entitled "EGTRRA Amendment", is added effective April
         1, 2002 to read as follows:

                  12.8     EGTRRA Amendment.

                           (a) Effective date. This Section 12.8 shall apply for
                  purposes of determining whether the Plan is a top-heavy plan
                  under section 416(g) of the Code for Plan Years beginning
                  after December 31, 2001, and whether the Plan satisfies the
                  minimum benefits requirements of section 416(c) of the Code
                  for such years. This section shall govern over any contrary
                  provision in this Article 12.

                           (b) Determination of Top-Heavy Status.

                                    (1) Key Employee. Key Employee means any
                  employee or former employee (including any deceased employee)
                  who at any time during the Plan Year that includes the
                  Determination Date was an officer of the Employer having
                  annual compensation greater than $130,000 (as adjusted under
                  section 416(i)(1) of the Code for plan years beginning after
                  December 31, 2002), a 5-percent owner of the employer, or a
                  1-percent owner of the employer having annual


<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                             Page 10 of Amendment No. 3 of 1998 Plan Restatement


                  compensation of more than $150,000. For this purpose, annual
                  compensation means compensation within the meaning of section
                  415(c)(3) of the Code. The determination of who is a Key
                  Employee will be made in accordance with section 416(i)(1) of
                  the Code and the applicable regulations and other guidance of
                  general applicability issued thereunder.

                           (2) Determination of Present Values and Amounts. This
                  Section 12.8(b)(2) shall apply for purposes of determining the
                  present values of accrued benefits and the amounts of account
                  balances of employees as of the Determination Date.

                                            (A)      Distributions  during  year
                  ending on the determination date. The present values of
                  accrued benefits and the amounts of account balances of an
                  employee as of the Determination Date shall be increased by
                  the distributions made with respect to the employee under the
                  Plan and any plan aggregated with the Plan under section
                  416(g)(2) of the Code during the 1-year period ending on the
                  determination date. The preceding sentence shall also apply to
                  distributions under a terminated plan which, had it not been
                  terminated, would have been aggregated with the Plan under
                  section 416(g)(2)(A)(i) of the Code. In the case of a
                  distribution made for a reason other than separation from
                  service, death, or disability, this provision shall be applied
                  by substituting 5-year period for 1-year period.

                                            (B)      Employees not  performing
                  services during year ending on the Determination Date. The
                  accrued benefits and accounts of any individual who has not
                  performed services for the Employer during the 1-year period
                  ending on the Determination Date shall not be taken into
                  account.

                           (c) Minimum Benefits. For purposes of satisfying the
                  minimum benefit requirements of section 416(c)(1) of the Code
                  and the Plan, in determining years of service with the
                  Employer, any service with the Employer shall be disregarded
                  to the extent that such service occurs during a Plan Year when
                  the plan benefits (within the meaning of section 410(b) of the
                  Code) no Key Employee or former Key Employee.


<PAGE>

                   COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
                             Page 11 of Amendment No. 3 of 1998 Plan Restatement


                  IN WITNESS WHEREOF, this instrument of amendment has been
executed by a duly authorized officer of the Corporation this day of March,
2002, to be effective as of the dates recited herein.

                                COLUMBUS McKINNON CORPORATION


                                By:  /s/ Robert L. Montgomery
                                   --------------------------------------------


                                Title:  Executive Vice President
                                      -----------------------------------------






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>9
<FILENAME>dex211.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE>
                                                                    Exhibit 21.1

                         Columbus McKinnon Corporation
                 Subsidiaries and Affiliates of the Registrant


Audubon West, Inc. (US)
         LICO Steel, Inc. (US)
CM Insurance Company, Inc. (US)
Columbus McKinnon do Brazil Ltda. (Brazil)
Columbus McKinnon Finance Corporation (Canada)
Columbus McKinnon Limited (Canada)
Crane, Engineering & Service Group, Inc. (US)
         Larco Industrial Services, Ltd. (Canada)
Endor, S.A. de C.V. (Mexico)
Societe d'Exploitation des Raccords Gautier (France)
Univeyor A/S (Denmark)
         Ejendomsselskabet Lupinvej 11 (Denmark)
         Univeyor AB (Sweden)
         Univeyor Conveying Systems Ltd. (England)
         Univeyor Electronic A/S (Denmark)
Yale Industrial Products, Inc. (US)
         Egyptian-American Crane Co. (Joint Venture)(Egypt)
         Spreckels Development Company, Inc. (US)
         Spreckels Land Company, Inc. (US)
         Spreckels Water Company, Inc. (US)
                  Spreckels Consolidated Industries, Inc. (US)
         Yale Industrial Products Ltd. (England)
         Yale Industrial Products GmbH (Germany)
                  Camlok Lifting Clamps Ltd. (England)
                  Hangzhou LILA Lifting and Lashing Co. Ltd. (China)
                  Manutention Connection (France)
                  Yale Elevacion Iberica S.L. (Spain)
                  Yale Hangzhou Industrial Products Ltd. (China)
                  Yale Industrial Products B.V. (The Netherlands)
                  Yale Industrial Products GmbH (Austria)
                  Yale Industrial Products Pty. Ltd. (South Africa)
                  Yale Industrial Products Asia (Thailand) Co. Ltd. (Thailand)
                  Yale Lifting & Mining Products (Pty.) Ltd. (South Africa)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>10
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>


                                                                    Exhibit 23.1

                         Consent of Independent Auditors

         We consent to the incorporation by reference in (a) the Registration
Statement (Form S-8 No. 333-3212) pertaining to the Columbus McKinnon
Corporation 1995 Incentive Stock Option Plan, the Columbus McKinnon Corporation
Non-Qualified Stock Option Plan, the Columbus McKinnon Corporation Restricted
Stock Plan and the Columbus McKinnon Corporation Employee Stock Ownership Plan
Restatement Effective April 1, 1989 of Columbus McKinnon Corporation and (b) the
Registration Statement (Form S-8 No. 333-81719) pertaining to the Options
assumed by Columbus McKinnon Corporation originally granted under the GL
International, Inc. 1997 Stock Option Plan and the Larco Industrial Services
Ltd. 1997 Stock Option Plan of our report dated June 6, 2002, with respect to
the consolidated financial statements and financial statement schedule of
Columbus McKinnon Corporation included in the Annual Report (Form 10-K) for the
year ended March 31, 2002.

                                                     /s/ Ernst & Young LLP

Buffalo, New York
June 11, 2002


</TEXT>
</DOCUMENT>
</SUBMISSION>
