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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001005229-02-000023.txt : 20021113
<SEC-HEADER>0001005229-02-000023.hdr.sgml : 20021113
<ACCEPTANCE-DATETIME>20021113100018
ACCESSION NUMBER:		0001005229-02-000023
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20020929
FILED AS OF DATE:		20021113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			YALE INDUSTRIAL PRODUCTS INC
		CENTRAL INDEX KEY:			0001062624
		IRS NUMBER:				710585582
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-53759-06
		FILM NUMBER:		02818617

	BUSINESS ADDRESS:	
		STREET 1:		140 JOHN JAMES AUDUBON PARKWAY
		CITY:			AMHERST
		STATE:			NY
		ZIP:			19228-1197
		BUSINESS PHONE:		7166895400

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AUTOMATIC SYSTEMS INC
		CENTRAL INDEX KEY:			0001062623
		IRS NUMBER:				430978181
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-53759-05
		FILM NUMBER:		02818618

	BUSINESS ADDRESS:	
		STREET 1:		140 JOHN JAMES AUDUBON PARKWAY
		CITY:			AMHERST
		STATE:			NY
		ZIP:			19228-1197
		BUSINESS PHONE:		7166895400

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LICO STEEL INC
		CENTRAL INDEX KEY:			0001062622
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-53759-04
		FILM NUMBER:		02818619

	BUSINESS ADDRESS:	
		STREET 1:		140 JOHN JAMES AUDUBON PARKWAY
		CITY:			AMHERST
		STATE:			NY
		ZIP:			19228-1197
		BUSINESS PHONE:		7166895400

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COLUMBUS MCKINNON CORP
		CENTRAL INDEX KEY:			0001005229
		STANDARD INDUSTRIAL CLASSIFICATION:	CONSTRUCTION MACHINERY & EQUIP [3531]
		IRS NUMBER:				160547600
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27618
		FILM NUMBER:		02818616

	BUSINESS ADDRESS:	
		STREET 1:		140 JOHN JAMES AUDUBON PKWY
		CITY:			AMHERST
		STATE:			NY
		ZIP:			14228-1197
		BUSINESS PHONE:		7166895400

	MAIL ADDRESS:	
		STREET 1:		140 JOHN JAMES AUDUBON PARKWAY
		CITY:			AMHERST
		STATE:			NY
		ZIP:			14228-1197
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q203.txt
<DESCRIPTION>10Q  SECOND QUARTER FISCAL 2003
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
    ACT 1934

For the quarterly period ended September 29, 2002
                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

For the transition period from                     to
                               -------------------    --------------------

Commission File Number:       0-27618
                              -------

     COLUMBUS MCKINNON CORPORATION
- --------------------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

     NEW YORK                                          16-0547600
- --------------------------------------------------------------------------------
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

     140 JOHN JAMES AUDUBON PARKWAY, AMHERST, NY                 14228-1197
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip code)

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


- --------------------------------------------------------------------------------
     (Former name,  former address and former fiscal year, if changed since last
      report.)


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

The number of shares of common stock outstanding as of October 31, 2002 was:
14,895,172 shares.






<PAGE>

                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                               SEPTEMBER 29, 2002


                                                                          PAGE #
                                                                          ------
PART I.  FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              September 29, 2002 and March 31, 2002                          2

           Condensed  consolidated  statements of income and
              retained earnings - Three months and six months
              ended September 29, 2002 and September 30, 2001                3

           Condensed consolidated statements of cash flows -
              Six months ended September 29, 2002 and September 30, 2001     4

           Condensed  consolidated  statements of  comprehensive
              income - Three months and six months ended
              September 29, 2002 and September 30, 2001                      5

           Notes to condensed consolidated financial statements -
              September 29, 2002                                             6

Item 2.    Management's Discussion and Analysis of Results of Operations
              and Financial Condition                                       15

Item 3.    Quantitative and Qualitative Disclosures About Market Risk       19

Item 4.    Disclosure Controls and Procedures                               19


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                        20

Item 2.    Changes in Securities - none.                                    20

Item 3.    Defaults upon Senior Securities - none.                          20

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

Item 5.    Other Information - none.                                        20

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







                                     - 1 -

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                                                              SEPTEMBER 29,        MARCH 31,
                                                                                  2002              2002
                                                                               -----------        -----------
ASSETS:                                                                                 (IN THOUSANDS)
Current assets:
<S>                                                                            <C>                <C>
      Cash and cash equivalents                                                $     4,511        $    13,068
      Trade accounts receivable                                                     84,546             82,266
      Inventories                                                                   91,101             89,656
      Net assets held for sale                                                       2,411              4,290
      Net current assets of discontinued operations                                      -             21,497
      Prepaid expenses                                                              10,423              8,543
                                                                               -----------        -----------
Total current assets                                                               192,992            219,320
Property, plant, and equipment, net                                                 68,277             70,742
Goodwill and other intangibles, net                                                194,487            200,801
Marketable securities                                                               20,714             24,634
Deferred taxes on income                                                             5,173              3,133
Other assets                                                                         5,469              5,665
                                                                               -----------        -----------
Total assets                                                                   $   487,112        $   524,295
                                                                               ===========        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                   $     2,843        $     2,518
      Trade accounts payable                                                        25,534             31,617
      Accrued liabilities                                                           36,008             39,533
      Restructuring reserve                                                            306                949
      Current portion of long-term debt                                            122,404            146,663
                                                                               -----------        -----------
Total current liabilities                                                          187,095            221,280
Senior debt, less current portion                                                      811              1,509
Subordinated debt                                                                  199,707            199,681
Other non-current liabilities                                                       31,427             30,214
                                                                               -----------        -----------
Total liabilities                                                                  419,040            452,684
                                                                               -----------        -----------
Shareholders' equity
      Common stock                                                                     149                149
      Additional paid-in capital                                                   104,864            104,920
      Accumulated deficit                                                          (16,022)           (12,536)
      ESOP debt guarantee                                                           (6,233)            (6,514)
      Unearned restricted stock                                                       (312)              (414)
      Total accumulated other comprehensive loss                                   (14,374)           (13,994)
                                                                               -----------        -----------
Total shareholders' equity                                                          68,072             71,611
                                                                               -----------        -----------
Total liabilities and shareholders' equity                                     $   487,112        $   524,295
                                                                               ===========        ===========
</TABLE>

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 2 -

<PAGE>

                          COLUMBUS MCKINNON CORPORATION
        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                       ------------------                   ----------------
                                                 SEPTEMBER 29,     SEPTEMBER 30,     SEPTEMBER 29,     SEPTEMBER 30,
                                                     2002              2001              2002              2001
                                                     ----              ----              ----              ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   113,238       $   122,542       $   227,129       $   251,628
Cost of products sold                                  86,665            91,348           172,926           186,961
                                                  -----------       -----------       -----------       -----------
Gross profit                                           26,573            31,194            54,203            64,667
                                                  -----------       -----------       -----------       -----------
Selling expenses                                       11,662            10,940            22,985            22,050
General and administrative expenses                     6,238             6,926            12,942            12,746
Restructuring charges                                       -               727                 -             9,567
Amortization of intangibles                               134             2,761               263             5,542
                                                  -----------       -----------       -----------       -----------
                                                       18,034            21,354            36,190            49,905
                                                  -----------       -----------       -----------       -----------
Income from operations                                  8,539             9,840            18,013            14,762
Interest and debt expense                               7,207             7,914            14,484            16,181
Interest and other income (expense)                       225                31             3,718               (82)
                                                  -----------       -----------       -----------       -----------
Income (loss) before income taxes                       1,557             1,957             7,247            (1,501)
Income tax expense                                        542             1,689             2,733             1,050
                                                  -----------       -----------       -----------       -----------
Income (loss) from continuing operations
   before cumulative effect of accounting
   change                                               1,015               268             4,514            (2,551)
Loss from discontinued operations                           -            (1,600)                -            (3,442)
                                                  -----------       -----------       -----------       -----------
Income (loss) before cumulative effect of
   accounting change                                    1,015            (1,332)            4,514            (5,993)
Cumulative effect of accounting change                      -                 -            (8,000)                -
                                                  -----------       -----------       ------------      -----------
Net income (loss)                                       1,015            (1,332)           (3,486)           (5,993)
(Accumulated deficit) retained
   earnings - beginning of period                     (17,037)          119,139           (12,536)          124,806
Cash dividends of $0.00, $0.07, $0.00 and
   $0.14 per share                                          -            (1,010)                -            (2,016)
                                                  -----------       -----------       -----------       -----------
(Accumulated deficit) retained
   earnings - end of period                       $   (16,022)      $   116,797       $   (16,022)      $   116,797
                                                  ===========       ===========       ===========       ===========

Earnings per share data, basic and diluted
   Continuing operations                          $      0.07       $      0.02       $      0.31       $     (0.18)
   Discontinued operations                                  -             (0.11)                -             (0.24)
   Cumulative effect of accounting change                   -                 -             (0.55)                -
                                                  -----------       -----------       -----------       -----------
   Basic and diluted net income (loss) per share  $      0.07       $     (0.09)      $     (0.24)      $     (0.42)
                                                  ===========       ===========       ===========       ===========
</TABLE>

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.





                                     - 3 -

<PAGE>

                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                      SIX MONTHS ENDED
                                                                                      ----------------
                                                                              SEPTEMBER 29,      SEPTEMBER 30,
                                                                                  2002               2001
                                                                               -----------        -----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
Income (loss) from continuing operations before cumulative effect
<S>                                                                            <C>                <C>
   of accounting change                                                        $     4,514        $    (2,551)
Adjustments to reconcile income (loss) from continuing operations
   before cumulative effect of accounting change to net cash
   provided by operating activities:
     Depreciation and amortization                                                   5,702             11,782
     Deferred income taxes                                                            (937)              (358)
     Gain on investments                                                            (2,757)                 -
     Other                                                                           1,237                730
     Changes in operating assets and liabilities:
           Trade accounts receivable                                                 2,005             14,689
           Inventories                                                                 150              9,058
           Prepaid expenses                                                         (1,323)            (1,132)
           Other assets                                                                 26               (172)
           Trade accounts payable                                                   (7,232)             2,873
           Accrued and non-current liabilities                                        (730)            (2,660)
                                                                               ------------       ------------
Net cash provided by operating activities of continuing operations                     655             32,259
                                                                               -----------        -----------

INVESTING ACTIVITIES:
Sales (purchase) of marketable securities, net                                       1,184                (25)
Capital expenditures                                                                (2,270)            (3,182)
Proceeds from sale of businesses                                                    15,950                  -
Net assets held for sale                                                             1,879                158
                                                                               -----------        -----------
Net cash provided by (used in) investing activities of continuing operations        16,743             (3,049)
                                                                               -----------        -----------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit agreements                             (23,366)           (39,691)
Repayment of debt                                                                   (1,531)              (559)
Dividends paid                                                                           -             (2,016)
Other                                                                               (1,385)              (119)
                                                                               -----------        ------------
Net cash used in financing activities of continuing operations                     (26,282)           (42,385)
Effect of exchange rate changes on cash                                               (177)               516
                                                                               ------------       -----------
Net cash used in continuing operations                                              (9,061)           (12,659)
Cash provided by (used in) discontinued operations                                     504             (1,356)
                                                                               -----------        -----------
Net decrease in cash and cash equivalents                                           (8,557)           (14,015)
Cash and cash equivalents at beginning of period                                    13,068             14,015
                                                                               -----------        -----------
Cash and cash equivalents at end of period                                     $     4,511        $         -
                                                                               ===========        ===========
</TABLE>


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 4 -

<PAGE>

                          COLUMBUS MCKINNON CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED               SIX MONTHS ENDED
                                                      SEPTEMBER 29,  SEPTEMBER 30,     SEPTEMBER 29,   SEPTEMBER 30,
                                                          2002           2001              2002            2001
                                                          ----           ----              ----            ----
                                                                              (IN THOUSANDS)
<S>                                                   <C>              <C>              <C>              <C>
Net income (loss)                                     $    1,015       $   (1,332)      $   (3,486)      $   (5,993)
                                                      ----------       ----------       ----------       ----------
Other comprehensive loss net of tax:
   Foreign currency translation adjustments               (1,516)           2,133            4,107            1,892
   Unrealized gain (loss) on derivatives
     qualifying as hedges                                     33             (695)             (97)            (572)
   Unrealized losses on investments:
     Unrealized holding (losses) gains arising
       during the period                                  (1,596)          (1,630)          (2,585)          (1,272)
     Reclassification adjustment for
       (gains) losses included in net income                 229              145           (1,805)             383
                                                      ----------       ----------       -----------      ----------
                                                          (1,367)          (1,485)          (4,390)            (889)
                                                      ----------       ----------       ----------       ----------
Total other comprehensive (loss) income                   (2,850)             (47)            (380)             431
                                                      ----------       ----------       -----------      ----------
Comprehensive loss                                    $   (1,835)      $   (1,379)      $   (3,866)      $   (5,562)
                                                      ==========       ==========       ==========       ==========

</TABLE>


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.





















                                     - 5 -

<PAGE>
                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 29, 2002

1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the  financial  position of Columbus  McKinnon
     Corporation  (the  Company) at September  29, 2002,  and the results of its
     operations  and its cash flows for the three and  six-month  periods  ended
     September 29, 2002 and September 30, 2001, have been included.  Results for
     the period ended September 29, 2002 are not  necessarily  indicative of the
     results that may be expected for the year ended March 31, 2003. For further
     information,  refer to the consolidated  financial statements and footnotes
     thereto included in the Columbus McKinnon Corporation annual report on Form
     10-K for the year ended March 31, 2002.

     The  Company  is a leading  U.S.  designer  and  manufacturer  of  material
     handling products, systems and services which efficiently and ergonomically
     move,  lift,  position and secure  material.  Key products  include hoists,
     cranes,  chain and forged  attachments.  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.  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.

     In May of  2002,  the  Company  sold  substantially  all of the  assets  of
     Automatic Systems,  Inc. (ASI). The ASI business was the principal business
     unit in the Company's former  Solutions-Automotive  segment. The operations
     of ASI have been reflected as a discontinued operation as of March 31, 2002
     and all periods presented have been restated to reflect this change.


2.   Inventories consisted of the following:
                                                SEPTEMBER 29,       MARCH 31,
                                                    2002              2002
                                                 ----------        -----------
                                                        (IN THOUSANDS)
     At cost - FIFO basis:
        Raw materials.........................   $   48,626        $    48,477
        Work-in-process.......................       17,535             13,735
        Finished goods........................       31,979             34,417
                                                 ----------        -----------
                                                     98,140             96,629
     LIFO cost less than FIFO cost............       (7,039)            (6,973)
                                                 ----------        -----------
     Net inventories   .......................   $   91,101        $    89,656
                                                 ==========        ===========

     An actual  valuation of inventory under the LIFO method can be made only at
     the end of each year based on the inventory  levels and costs at that time.
     Accordingly,  interim  LIFO  calculations  must  necessarily  be  based  on
     management's  estimates of expected  year-end  inventory  levels and costs.
     Because  these are  subject to many  forces  beyond  management's  control,
     interim results are subject to the final year-end LIFO inventory valuation.


3.   Property,  plant,  and equipment is net of $74,856,000  and  $69,417,000 of
     accumulated  depreciation  at  September  29,  2002  and  March  31,  2002,
     respectively.


                                     - 6 -
<PAGE>

4.   On April 1, 2002,  the Company  adopted  Statement of Financial  Accounting
     Standards  (SFAS) No. 142,  "Goodwill and Other  Intangible  Assets," which
     requires that  goodwill no longer be  amortized,  but reviewed on an annual
     basis at the reporting unit level for impairment.  Identifiable  intangible
     assets  acquired in a business  combination are amortized over their useful
     lives  unless  their  useful  lives are  indefinite,  in which  case  those
     intangible  assets are tested for  impairment  annually  and not  amortized
     until their lives are determined to be finite.

     Under SFAS No. 142, goodwill  impairment is deemed to exist if the net book
     value of a reporting unit exceeds its estimated fair value.  The fair value
     of a reporting unit is determined using a discounted cash flow methodology.
     The Company's  reporting units are determined  based upon whether  discrete
     financial  information is available and regularly  reviewed,  whether those
     units  constitute  a  business,  and the  extent of  economic  similarities
     between those reporting  units for purposes of aggregation.  As a result of
     this analysis,  the reporting units  identified  under SFAS No. 142 were at
     the  component  level,  or one level below the  reporting  segment level as
     defined under SFAS No. 131. The Products and  Solutions  segments were each
     further subdivided into three reporting units.

     The Company  completed its transitional  goodwill  impairment test for SFAS
     No.  142  during the  quarter  ended  September  29,  2002.  Related to the
     adoption of SFAS No. 142, the Company  recorded a one-time,  noncash charge
     of $8,000,000  to reduce the carrying  value of its goodwill as of April 1,
     2002.  Such charge is  reflected as a  cumulative  effect of an  accounting
     change  in the  accompanying  consolidated  statement  of  operations.  The
     impairment  charge was related to the  Cranebuilder  reporting  unit in the
     Products segment and the Univeyor  reporting unit in the Solutions segment.
     The Company will  perform its annual  impairment  review  during the fourth
     quarter  of each year  commencing  in the fourth  quarter  of Fiscal  2003.
     Depending  on further  decline in the  economy or decline in the  Company's
     stock price, the Company may be required to record  additional  significant
     non-cash  charges  to write  down its  carrying  value  of  goodwill.  Upon
     finalization of the transitional  goodwill  impairment  test,  goodwill was
     reallocated amongst reporting units.

     A summary of changes in goodwill during the first six months of Fiscal 2003
     by business segment is as follows:


<TABLE>
<CAPTION>

                         MARCH 31,    RECLASSIFICATIONS                   SEPTEMBER 29,
                           2002        AND TRANSLATION    IMPAIRMENTS         2002
                           ----        ---------------    -----------         ----
                                                  (IN THOUSANDS)
<S>                    <C>              <C>              <C>              <C>
     Products          $    165,295     $     24,803     $     (1,930)    $    188,168
     Solutions               30,360          (23,561)          (6,070)             729
                       ------------     ------------     ------------     ------------
Total                  $    195,655     $      1,242     $     (8,000)    $    188,897
                       ============     ============     ============     ============

</TABLE>

     As of September 29, 2002, the gross balance of deferred  financing costs is
     $9,467,000 and accumulated  amortization is $5,121,000.  Other  intangibles
     have a net value of $1,244,000.






                                     - 7 -

<PAGE>

     No reclassification  of identifiable  intangible assets apart from goodwill
     was necessary as a result of adoption of SFAS No. 142. The following  table
     presents  the  consolidated  results of  operations  adjusted as though the
     adoption of SFAS No. 142 occurred as of April 1, 2001.

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED
                                                                       ----------------
                                                                SEPTEMBER 29,     SEPTEMBER 30,
                                                                    2002              2001
                                                                    ----              ----
                                                                          (IN THOUSANDS)
<S>                                                              <C>               <C>
     Reported income (loss) from continuing operations           $    4,514        $   (2,551)
     Goodwill amortization add-back, net of tax                           -             5,085
                                                                 ----------        ----------
     Adjusted income from continuing operations                  $    4,514        $    2,534
                                                                 ==========        ==========

     Reported income (loss) from continuing operations
        per share - basic and diluted                            $     0.31        $   (0.18)
     Goodwill amortization add-back                                       -             0.35
                                                                 ----------        ---------
     Adjusted income from continuing operations
        per share - basic and diluted                            $     0.31        $    0.17
                                                                 ==========        =========
</TABLE>

     Amortization  expense  is  estimated  to  be  $3,250,000  for  fiscal  2003
     including  $500,000  of  amortization  reflected  on  the  amortization  of
     intangibles line and $2,750,000 of amortization of deferred financing costs
     shown on the interest and debt  expense line on the  financial  statements.
     Amortization  expense is  estimated to be  $2,150,000  for each of the four
     succeeding  fiscal  years  thereafter  including  $500,000 of  amortization
     reflected  on the  amortization  of  intangibles  line  and  $1,650,000  of
     amortization  of deferred  financing  costs shown on the  interest and debt
     expense  line  on  the  financial   statements  without   consideration  of
     additional  financing  costs expected in conjunction  with the  refinancing
     currently in process.

     Goodwill and other  intangibles  is net of $66,606,000  and  $58,343,000 of
     accumulated  amortization  at  September  29,  2002  and  March  31,  2002,
     respectively.

     5.  General  and  Product  Liability  - The  accrued  general  and  product
     liability costs, which are included in other non-current  liabilities,  are
     the  actuarial  present  value of estimated  expenditures  based on amounts
     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  condensed  consolidated  financial  statements  was
     determined  by  applying  a  discount   factor  based  on  interest   rates
     customarily used in the insurance industry.

     6. 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  income, net of
     tax.

     The  interest  rate  swap is the  only  derivative  instrument  held by the
     Company.  The net impact of the  derivative  instrument  was an increase to
     other  comprehensive  income of $33,000 for the quarter ended September 29,
     2002 versus a decrease to other  comprehensive  income of $695,000  for the
     quarter ended September 30, 2001. For the six-month periods ended September
     29, 2002 and September 30, 2001,  the net impact was a $97,000 and $572,000
     decrease to other comprehensive income, respectively. The fair value of the
     derivative at September 29, 2002 was an $868,000 liability.

     The carrying amount of the Company's senior debt  instruments  approximates
     the fair value.  The Company's  subordinated  debt has an approximate  fair
     value of $152,000,000 based on quoted market prices, which is less than its
     carrying amount of $199,707,000.


                                     - 8 -
<PAGE>


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

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED               SIX MONTHS ENDED
                                                       ------------------               ----------------
                                                  SEPTEMBER 29,   SEPTEMBER 30,   SEPTEMBER 29,    SEPTEMBER 30,
                                                      2002            2001            2002             2001
                                                      ----            ----            ----             ----
                                                                         (IN THOUSANDS)
Numerator for basic and diluted earnings per share:
<S>                                                 <C>             <C>             <C>              <C>
  Net income (loss)                                 $  1,015        $ (1,332)       $ (3,486)        $ (5,993)
                                                    ========        ========        ========         ========

Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS                       14,487          14,407          14,483          14,399

  Effect of dilutive employee stock options                -               -               -               -
                                                    --------        --------        --------        --------
  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS                      14,487          14,407          14,483          14,399
                                                    ========        ========        ========        ========

</TABLE>


8.   Income tax expense for the three and six-month  periods ended September 29,
     2001  exceeds the  customary  relationship  between  income tax expense and
     income  (loss)  before income taxes due to  nondeductible  amortization  of
     goodwill of $2,389,000 and $4,719,000, respectively.


9.   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  note  1.
     Intersegment sales are not significant.  The Company evaluates  performance
     based on operating  income of the  respective  business  units prior to the
     effects of amortization.

     Segment  information as of and for the six months ended  September 29, 2002
     and September 30, 2001, is as follows:

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED SEPTEMBER 29, 2002
                                                                   -----------------------------------
                                                              PRODUCTS          SOLUTIONS           TOTAL
                                                              --------          ---------           -----
                                                                             (IN THOUSANDS)
<S>                                                          <C>               <C>               <C>
     Sales to external customers......................       $   194,818       $    32,311       $   227,129
     Operating income before amortization
        and restructuring charges.....................            17,351               925            18,276
     Depreciation and amortization....................             5,190               512             5,702
     Total assets.....................................           450,517            36,595           487,112
     Capital expenditures.............................             2,097               173             2,270



                                     - 9 -

<PAGE>

                                                                   SIX MONTHS ENDED SEPTEMBER 30, 2001
                                                                   -----------------------------------
                                                              PRODUCTS          SOLUTIONS           TOTAL
                                                              --------          ---------           -----
                                                                             (IN THOUSANDS)
     Sales to external customers......................       $   212,769       $    38,859       $   251,628
     Operating income before amortization
        and restructuring charges.....................            29,402               469            29,871
     Depreciation and amortization....................            10,258             1,524            11,782
     Total assets.....................................           447,881            66,492           514,373
     Capital expenditures.............................             2,663               519             3,182

</TABLE>


     The following schedule provides a reconciliation of operating income before
     amortization with (loss) income before income taxes:


<TABLE>
<CAPTION>
                                                                                     SIX MONTHS ENDED
                                                                                     ----------------
                                                                              SEPTEMBER 29,     SEPTEMBER 30,
                                                                                  2002              2001
                                                                                  ----              ----
                                                                                      (IN THOUSANDS)
<S>                                                                            <C>               <C>
     Operating income before amortization...............................       $    18,276       $    29,871
     Restructuring charges..............................................                 -            (9,567)
     Amortization of intangibles........................................              (263)           (5,542)
     Interest and debt expense..........................................           (14,484)          (16,181)
     Interest income and other (expense) income.........................             3,718               (82)
                                                                               -----------       -----------
     Income (loss) before income taxes..................................       $     7,247       $    (1,501)
                                                                               ===========       ===========
</TABLE>



















                                     - 10 -

<PAGE>

10.  The summary  financial  information  of the parent,  domestic  subsidiaries
     (guarantors)  and foreign  subsidiaries  (nonguarantors  of the 8.5% senior
     subordinated notes) follows:

<TABLE>
<CAPTION>
                                                                   Domestic      Foreign      Elimina-      Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries     tions         dated
                                                    ------------------------------------------------------------------
AS OF SEPTEMBER 29, 2002
Current assets:
<S>                                                 <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                          $    1,673    $   (1,377)   $    4,215    $        -    $    4,511
 Trade accounts receivable                              58,169         3,603        22,774             -        84,546
 Inventories                                            42,110        21,066        28,897          (972)       91,101
 Other current assets                                    9,975        (1,299)        4,158             -        12,834
                                                    ------------------------------------------------------------------
  Total current assets                                 111,927        21,993        60,044          (972)      192,992
 Property, plant, and equipment, net                    33,859        17,263        17,155             -        68,277
 Goodwill and other intangibles, net                    36,816       119,118        38,553             -       194,487
 Intercompany                                          255,251      (269,575)      (56,793)       71,117             -
 Other assets                                           75,175       159,483        (1,494)     (201,808)       31,356
                                                    ------------------------------------------------------------------
  Total assets                                      $  513,028    $   48,282    $   57,465    $ (131,663)   $  487,112
                                                    ==================================================================


Current liabilities                                 $  165,573    $    1,492    $   23,828    $   (3,798)   $  187,095
 Long-term debt, less current portion                  199,707             -           811             -       200,518
 Other non-current liabilities                          16,923        11,233         3,271             -        31,427
                                                    ------------------------------------------------------------------
  Total liabilities                                    382,203        12,725        27,910        (3,798)      419,040

Shareholders' equity                                   130,825        35,557        29,555      (127,865)       68,072
                                                    ------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  513,028    $   48,282    $   57,465    $ (131,663)   $  487,112
                                                    ==================================================================



FOR THE SIX MONTHS ENDED SEPTEMBER 29, 2002
Net sales                                           $  117,398    $   62,585    $   56,332    $   (9,186)   $  227,129
Cost of products sold                                   88,080        51,143        42,866        (9,163)      172,926
                                                    ------------------------------------------------------------------
Gross profit                                            29,318        11,442        13,466           (23)       54,203
                                                    ------------------------------------------------------------------
Selling, general and administrative expenses            18,946         6,125        10,856             -        35,927
Amortization of intangibles                                117             2           144             -           263
                                                    ------------------------------------------------------------------
                                                        19,063         6,127        11,000             -        36,190
                                                    ------------------------------------------------------------------
Income from operations                                  10,255         5,315         2,466           (23)       18,013
Interest and debt expense                               14,179            76           229             -        14,484
Interest and other income                                3,495           116           107             -         3,718
                                                    ------------------------------------------------------------------
Income before income taxes                                (429)        5,355         2,344           (23)        7,247
Income tax expense                                         (92)        2,160           674            (9)        2,733
                                                    ------------------------------------------------------------------
Income before cumulative effect of
   accounting change                                      (337)        3,195         1,670           (14)        4,514
Cumulative effect of accounting change                       -        (1,930)       (6,070)            -        (8,000)
                                                    ------------------------------------------------------------------
Net (loss) income                                    $    (337)   $    1,265    $   (4,400)   $      (14)   $   (3,486)
                                                    ==================================================================


                                     - 11 -

<PAGE>
                                                                   Domestic      Foreign       Elimina-     Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries      tions        dated
                                                    ------------------------------------------------------------------
FOR THE SIX MONTHS ENDED SEPTEMBER 29, 2002
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                       $    7,328    $   (6,090)   $     (583)   $        -    $      655
                                                    ------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of marketable securities, net                   1,184             -             -             -         1,184
Capital expenditures                                    (1,001)         (372)         (897)            -        (2,270)
Proceeds from sale of business                               -        15,950             -             -        15,950
Other                                                        -         1,879             -             -         1,879
                                                    ------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                              183        17,457          (897)            -        16,743

                                                    ------------------------------------------------------------------
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
   line-of-credit agreements                           (12,049)      (11,551)          234             -       (23,366)
Repayment of debt                                         (432)            -        (1,099)            -        (1,531)
Other                                                   (1,385)            -             -             -        (1,385)
                                                    ------------------------------------------------------------------
Net cash used in financing activities                  (13,866)      (11,551)         (865)            -       (26,282)
Effect of exchange rate changes on cash                      4             4          (185)            -          (177)
                                                    ------------------------------------------------------------------
Net cash used in continuing operations                  (6,351)         (180)       (2,530)            -        (9,061)
Net cash provided by discontinued operations                 -           504             -             -           504
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                 (6,351)          324        (2,530)            -        (8,557)
Cash and cash equivalents at beginning of period         8,024        (1,701)        6,745             -        13,068
                                                    ------------------------------------------------------------------
Cash and cash equivalents at end of period          $    1,673    $   (1,377)   $    4,215    $        -    $    4,511
                                                    ==================================================================


AS OF SEPTEMBER 30,  2001
Current assets:
 Cash and cash equivalents                          $      570    $   (3,393)   $    2,823    $        -    $        -
 Trade accounts receivable                              53,331        10,727        21,441             -        85,499
 Inventories                                            46,294        26,220        28,556          (962)      100,108
 Net current assets of discontinued operations               -        22,731             -             -        22,731
 Other current assets                                    5,903         1,289         3,692             -        10,884
                                                    ------------------------------------------------------------------
  Total current assets                                 106,098        57,574        56,512          (962)      219,222
 Property, plant, and equipment, net                    33,276        23,314        18,203             -        74,793
 Goodwill and other intangibles, net                    37,842       124,447        45,944             -       208,233
 Intercompany                                          123,354      (291,193)      (59,100)      226,939             -
 Net non-current assets of discontinued
    operations                                               -       113,998             -             -       113,998
 Other assets                                          226,025       161,070        (1,350)     (350,889)       34,856
                                                    ------------------------------------------------------------------
  Total assets                                      $  526,595    $  189,210    $   60,209    $ (124,912)   $  651,102
                                                    ==================================================================

Current liabilities                                 $   41,154    $   15,793    $   21,178    $   (3,118)   $   75,007
 Long-term debt, less current portion                  337,654                       3,884             -       341,538
 Other non-current liabilities                          15,946        14,887         2,979             -        33,812
                                                    ------------------------------------------------------------------
  Total liabilities                                    394,754        30,680        28,041        (3,118)      450,357

Shareholders' equity                                   131,841       158,530        32,168      (121,794)      200,745
                                                    ------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  526,595    $  189,210    $   60,209    $ (124,912)   $  651,102
                                                    ==================================================================


                                     - 12 -
<PAGE>


                                                                   Domestic       Foreign      Elimina-     Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries      tions        dated
                                                    ------------------------------------------------------------------
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001
Net sales                                           $  111,779    $   97,173    $   53,764    $  (11,088)   $  251,628
Cost of products sold                                   80,723        76,933        40,405       (11,100)      186,961
                                                    ------------------------------------------------------------------
Gross profit                                            31,056        20,240        13,359            12        64,667
                                                    ------------------------------------------------------------------
Selling, general and administrative expenses            16,648         8,503         9,645             -        34,796
Restructuring charges                                    9,567              -            -             -         9,567
Amortization of intangibles                              1,093         3,243         1,206             -         5,542
                                                    ------------------------------------------------------------------
                                                        27,308        11,746        10,851             -        49,905
                                                    ------------------------------------------------------------------
Income from operations                                   3,748         8,494         2,508            12        14,762
Interest and debt expense                               15,891             -           290             -        16,181
Interest and other (expense) income                       (324)          113           129             -           (82)
                                                    ------------------------------------------------------------------
(Loss) income from continuing operations before
     income tax  (benefit) expense                     (12,467)        8,607         2,347            12        (1,501)
Income tax (benefit) expense                            (4,635)        4,619         1,061             5         1,050
                                                    ------------------------------------------------------------------
(Loss) income from continuing operations                (7,832)        3,988         1,286             7        (2,551)
Loss from discontinued operations                           -         (3,442)            -             -        (3,442)
                                                    ------------------------------------------------------------------
Net (loss) income                                   $   (7,832)   $      546    $    1,286    $        7    $   (5,993)
                                                    ==================================================================



FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001
OPERATING ACTIVITIES:
Net cash (used in) provided by  operating
   activities                                       $   57,976    $  (24,931)   $     (786)   $        -    $   32,259
                                                    ------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of marketable securities, net                     (25)            -             -             -           (25)
Capital expenditures                                    (1,673)         (116)       (1,393)            -        (3,182)
Other                                                        -           158             -             -           158
                                                    ------------------------------------------------------------------
Net cash used in investing activities                   (1,698)           42        (1,393)            -        (3,049)
                                                    ------------------------------------------------------------------
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
   line-of-credit agreements                           (64,000)       24,717          (408)            -       (39,691)
Repayment of debt                                         (555)            -            (4)            -          (559)
Dividends paid                                          (2,016)            -             -             -        (2,016)
Other                                                     (119)            -             -             -          (119)
                                                    ------------------------------------------------------------------
Net cash provided by (used in) financing
   activities                                          (66,690)       24,717          (412)            -       (42,385)
Effect of exchange rate changes on cash                    (35)            -           551             -           516
                                                    ------------------------------------------------------------------
Net cash used in continuing operations                 (10,447)         (172)       (2,040)            -       (12,659)
Net cash used in discontinued operations                     -        (1,356)            -             -        (1,356)
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                (10,447)       (1,528)       (2,040)            -       (14,015)
Cash and cash equivalents at beginning of period        11,017        (1,865)        4,863             -        14,015
                                                    ------------------------------------------------------------------
Cash and cash equivalents at end of period          $      570    $   (3,393)   $    2,823    $        -    $        -
                                                    ==================================================================

</TABLE>

                                     - 13 -

<PAGE>



11.  The  Financial  Accounting  Standards  Board  (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  is  effective  for the
     Company's  fiscal year  beginning  April 1, 2003.  The Company is currently
     assessing the Statement and the impact,  if any, that adoption will have on
     the 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.  As of September  29, 2002,  this  Statement has not had any
     impact on the consolidated financial statements.


















                                     - 14 -


<PAGE>

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                             (AMOUNTS IN THOUSANDS)

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'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  primarily deal
directly  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.


RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 29, 2002 AND SEPTEMBER 30, 2001
Net sales in the fiscal 2002 quarter ended  September 29, 2002 were $113,238,  a
decrease  of $9,304 or 7.6% from the fiscal 2001  quarter  ended  September  30,
2001.  Net sales for the six months ended  September 29, 2002 were  $227,129,  a
decrease of $24,499 or 9.7% from the six months ended September 30, 2001.  Sales
in the Products  segment  decreased  by $6,186 or 6.0% from the previous  year's
quarter  and  $17,951 or 8.4% for the six months  ended  September  29,  2002 in
comparison to the prior year period due to continued  softness in all industrial
markets  (particularly  domestically).  Sales in the Solutions segment decreased
16.1% or $3,118 for the  quarter  and 16.9% or $6,548  for the six months  ended
September  29, 2002 when  compared to the same  periods in the prior year due to
weak industrial  markets.  Sales in the individual  segments were as follows, in
thousands of dollars and with percentage changes for each group:


<TABLE>
<CAPTION>
                       THREE MONTHS ENDED SIX MONTHS ENDED
               SEPTEMBER 29,   SEPTEMBER 30,          CHANGE           SEPTEMBER 29,   SEPTEMBER 30,       CHANGE
                    2002            2001         AMOUNT       %          2002            2001         AMOUNT       %
                    ----            ----         ------       -          ----            ----         ------       -
                                             (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>              <C>             <C>           <C>          <C>       <C>             <C>           <C>          <C>
Products         $  96,964       $ 103,150     $  (6,186)   (6.0)     $ 194,818       $ 212,769     $ (17,951)   (8.4)
Solutions           16,274          19,392        (3,118)  (16.1)        32,311          38,859        (6,548)  (16.9)
                 ---------       ---------     ---------              ---------       ---------     ---------
Net sales        $ 113,238       $ 122,542     $  (9,304)   (7.6)     $ 227,129       $ 251,628     $ (24,499)   (9.7)
                 =========       =========     =========              =========       =========     =========
</TABLE>


The Company's gross profit margins were 23.5%,  25.5%,  23.9%, and 25.7% for the
fiscal 2002 and 2001 quarters and the six-month periods ended September 29, 2002
and  September  30, 2001,  respectively.  Gross  profit  margins in the Products
segment were 24.9%,  27.3%,  25.2%,  27.9% for the fiscal 2002 and 2001 quarters
and the  six-month  periods  ended  September  29, 2002 and  September 30, 2001,
respectively.  Gross profit margins in the Solutions segment were 15.0%,  15.4%,
15.8%,  13.6% for the fiscal 2002 and 2001  quarters and the  six-month  periods
ended September 29, 2002 and September 30, 2001,  respectively.  The decrease in
all margins  relative  to the  respective  periods in the prior  year,  with the
exception of the six-month period margin in the Solutions segment, is a combined
result of  decreased  volume and lack of pricing  increases  to  customers.  The
increase  in margin in the  six-month  period  for the  Solutions  segment  is a
function of an ease in competitive pricing in overseas markets and core business
refocus in one domestic market.


                                     - 15 -

<PAGE>


Selling expenses were $11,662,  $10,940, $22,985, and $22,050 in the fiscal 2003
and 2002  quarters  and the  six-month  periods then ended,  respectively.  As a
percentage of consolidated net sales,  selling expenses were 10.3%, 8.9%, 10.1%,
and 8.8% in the fiscal 2003 and 2002  quarters  and the  six-month  periods then
ended, respectively.  The increased selling expenses are the result of increased
commissions, foreign exchange rates, and inflation.

General and administrative expenses were $6,238, $6,926, $12,942, and $12,746 in
the  fiscal  2003  and 2002  quarters  and the  six-month  periods  then  ended,
respectively.   As  a  percentage  of  consolidated   net  sales,   general  and
administrative  expenses were 5.5%,  5.7%,  5.7% and 5.1% in the fiscal 2003 and
2002 quarters and the six-month periods then ended,  respectively.  The decrease
in the  current  quarter is the  result of a  reclassification  of  general  and
administrative expense of crane builders to cost of products sold. The six-month
period   expenses  are   comparable  as  a  result  of  the  decrease  from  the
reclassification of general and administrative expense of crane builders to cost
of  products  sold being  offset by an  increase  in product  liability  expense
recorded by the Company's captive insurance company.

In conjunction with the continuation of its strategic  integration  process, the
Company  incurred  restructuring  charges of $727 and $9,567 in the fiscal  2002
quarter and the six-month  period ended  September 30, 2001,  respectively.  The
charges  for the  quarter  consist of costs  associated  with the closure of the
Lister  Bolt and Chain  Division  manufacturing  facility in  Richmond,  British
Columbia,  Canada and year to date charges  include those costs  associated with
the closure of the Forrest City,  Arkansas  plant as well.  The charges  consist
mainly of property resolution and employee separation costs.

Amortization  of intangibles  was $134,  $2,761,  $263, and $5,542 in the fiscal
2003 and 2002 quarters and the six-month periods then ended,  respectively.  The
decrease in amortization is reflective of the cessation of goodwill amortization
in accordance with SFAS No. 142 beginning April 1, 2002.

Interest and debt expense was $7,207, $7,914, $14,484, and $16,181 in the fiscal
2003 and 2002 quarters and the six-month periods then ended,  respectively.  The
fiscal 2003 decreases are the result of decreasing debt levels.  As a percentage
of consolidated  net sales,  interest and debt expense was 6.4%, 6.5%, 6.4%, and
6.4% in the fiscal 2003 and 2002 quarters and the six-month  periods then ended,
respectively.

Interest and other income  (expense)  was $225,  $31,  $3,718,  and $(82) in the
fiscal  2003  and  2002   quarters  and  the   six-month   periods  then  ended,
respectively.  The increase in the current fiscal year to date results is due to
higher  investment  earnings,  specifically  realized  gains,  on  assets in the
Company's captive insurance company.

Income taxes as a percentage  of income  (loss)  before income taxes were 34.8%,
86.3%, 37.7%, and (70.0)% in the fiscal 2003 and 2002 quarters and the six-month
periods then ended,  respectively.  The  percentages for fiscal 2002 differ from
the U.S. statutory rate as a result of the effect of nondeductible  amortization
of goodwill resulting from acquisitions.


LIQUIDITY AND CAPITAL RESOURCES

The Revolving  Credit Facility  provides  availability  up to $150 million,  due
March 31, 2003,  against which $122.2  million was  outstanding at September 29,
2002.  Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a
spread determined by the Company's  leverage ratio amounting to 400 basis points
at October 31, 2002. The Revolving  Credit Facility is secured by all equipment,
inventory,   receivables,   subsidiary   stock   (limited  to  65%  for  foreign
subsidiaries) and intellectual property.



                                     - 16 -

<PAGE>


The  senior  subordinated  8 1/2% Notes  issued on March 31,  1998  amounted  to
$199,468  net of original  issue  discount  of $532 and are due March 31,  2008.
Interest  is  payable  semi-annually  based  on  an  effective  rate  of  8.45%,
considering  $1,902 of proceeds  from rate hedging in advance of the  placement.
Provisions of the 8 1/2% Notes  include,  without  limitation,  restrictions  of
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  domestic  subsidiaries and
are not subject to any sinking fund requirements.

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 income, net of tax.

The interest rate swap is the only  derivative  instrument  held by the Company.
The  net  impact  of  the  derivative   instrument  was  an  increase  to  other
comprehensive  income of $33 for the  quarter  ended  September  29,  2002 and a
decrease  of $695,  $97,  and $572 for the quarter  ended  September  30,  2001,
six-month  period ended September 29, 2002, and six-month period ended September
30, 2001,  respectively.  The fair value of the derivative at September 29, 2002
was an $868 liability.

Since the Revolving  Credit  Facility  expires on March 31, 2003, the Company is
currently in the process of negotiating new debt instruments  which are expected
to be finalized in November  2002. The new debt  instruments  will place certain
restrictions and covenants on the Company. The new debt instruments are believed
to be sufficient to fund ongoing  operations and budgeted  capital  expenditures
for at least the next twelve months.

Net cash  provided by  operating  activities  was $655 for the six months  ended
September  29, 2002  compared to $32,259 for the six months ended  September 30,
2001.  The  difference  of  $31,604 is due to  changes  in net  working  capital
components particularly accounts receivable, inventories, and accounts payable.

Net cash provided by investing  activities  was $16,743 for the six months ended
September 29, 2002  compared to net cash used in investing  activities of $3,049
for the six months ended September 30, 2001 as a result of the proceeds from the
sale of ASI and proceeds from the sale of assets held for sale.

Net cash used in  financing  activities  was  $26,282  for the six months  ended
September  29, 2002  compared to $42,385 for the six months ended  September 30,
2001.  The $16,103  change is the result of debt  payments made from funds freed
from working  capital during the first six months of fiscal 2002 and excess cash
on hand at the beginning of fiscal 2002.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its 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.  Consolidated
capital  expenditures  for the six months ended September 29, 2002 and September
30, 2001 were $2,270 and $3,182, respectively.


                                     - 17 -
<PAGE>

INFLATION AND OTHER MARKET CONDITIONS

The  Company's  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.  The Company  does not believe  that  inflation  has had a
material effect on results of operations over the periods  presented  because of
low inflation levels over the periods and because the Company has generally been
able to pass on rising costs through  price  increases.  However,  in the future
there can be no assurance  that the  Company's  business will not be affected by
inflation or that it will be able to pass on cost increases.


SEASONALITY AND QUARTERLY RESULTS

Quarterly  results may be  materially  affected by the timing of large  customer
orders,  by  periods  of  high  vacation  and  holiday  concentrations,  and  by
acquisitions and the magnitude of acquisition  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.


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

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 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, does change 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. As of September 29, 2002,  this
Statement has not had any impact on the consolidated financial statements.











                                     - 18 -

<PAGE>



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report may include  "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 the actual
results of the  Company  to differ  materially  from the  results  expressed  or
implied by such statements,  including general economic and business conditions,
conditions  affecting the industries served by the Company and its subsidiaries,
conditions affecting the Company's customers and suppliers, competitor responses
to the Company's  products and services,  the overall market  acceptance of such
products  and  services,  the  integration  of  acquisitions  and other  factors
disclosed  in  the  Company's   periodic  reports  filed  with  the  Commission.
Consequently such forward-looking statements should be regarded as the Company's
current  plans,  estimates  and  beliefs.  The Company  does not  undertake  and
specifically  declines  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 events.


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

There have been no material  changes in the reported  market risks since the end
of Fiscal 2002.


Item 4.    Disclosure Controls and Procedures

As of September 29, 2002, an evaluation was performed  under the supervision and
with the participation of the Company's management including the chief executive
and chief financial  officer of the effectiveness of the design and operation of
the Company's disclosure controls and procedures.  Based on that evaluation, the
Company's  management  including the chief executive officer and chief financial
officer  concluded that the Company's  disclosure  controls and procedures  were
effective as of September 29, 2002.  There have been no  significant  changes in
the Company's  internal  controls or in other  factors that could  significantly
affect internal controls subsequent to September 29, 2002.
















                                     - 19 -


<PAGE>

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 2.    Changes in Securities - none.

Item 3.    Defaults upon Senior Securities - none.

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

           On August 19, 2002, the Annual Meeting of Shareholders was held and
              the following directors were elected:
                   12,524,951 votes cast for:         Herbert P. Ladds, Jr.;
                   12,512,907 votes cast for:         Timothy T. Tevens;
                   12,534,936 votes cast for:         Robert L. Montgomery, Jr.;
                   12,474,532 votes cast for:         L. David Black;
                   12,487,103 votes cast for:         Richard J. Fleming;
                   12,487,103 votes cast for:         Carlos Pasqual.

Item 5.    Other Information - none.

Item 6.    Exhibits and Reports on Form 8-K

           Exhibit 4.1      Sixth Supplemental Indenture among Columbus McKinnon
                            Corporation,  Audubon West, Inc.,  Crane Equipment &
                            Service,  Inc.,  LICO Steel, Inc.,  Yale  Industrial
                            Products,  Inc.,  Audubon Europe S.a.r.l.  and State
                            Street Bank  and Trust  Company,  N.A.,  as trustee,
                            dated as of August 5, 2002.

           Exhibit 10.1     Twelfth  Amendment,  dated as of September 27, 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.

           Exhibit 10.2     Second   Amendment   to    the   Columbus   McKinnon
                            Corporation 1995  Incentive  Stock  Option Plan,  as
                            amended and restated.

           Exhibit 10.3     Second   Amendment    to   the   Columbus   McKinnon
                            Corporation Restricted Stock Plan.

           Exhibit 10.4     Amendment No. 4  to the 1998 Plan Restatement of the
                            Columbus  McKinnon  Corporation  Thrift  401(k) Plan
                            dated May 10, 2002.

           Exhibit 99.1     Certification of Chief Executive Officer

           Exhibit 99.2     Certification of Chief Financial Officer


           On August 26, 2002,  the Company  filed a Current  Report on Form 8-K
           with respect to shareholders  approval of amendments to its Incentive
           Stock Option and Restricted Stock Plans.




<PAGE>

                                    SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    COLUMBUS MCKINNON CORPORATION
                                    -----------------------------------
                                    (Registrant)






Date: NOVEMBER 13, 2002             /S/ ROBERT L. MONTGOMERY, JR.
      ------------------            -----------------------------------
                                    Robert L. Montgomery, Jr.
                                    Executive Vice President and
                                      Chief Financial Officer (Principal
                                      Financial Officer)
























                                     - 21 -

<PAGE>

                                  CERTIFICATION

I, Timothy T. Tevens, Chief Executive Officer, certify that:

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  Columbus
          McKinnon Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date:  November 8, 2002
/S/ TIMOTHY T. TEVENS
- -----------------------
Timothy T. Tevens
Chief Executive Officer



                                     - 22 -


<PAGE>


                                  CERTIFICATION

I, Robert L. Montgomery, Chief Financial Officer, certify that:

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  Columbus
          McKinnon Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date:  November 13, 2002
/S/ ROBERT L. MONTGOMERY
- ------------------------
Robert L. Montgomery
Chief Financial Officer




                               - 23 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>sixsup.txt
<DESCRIPTION>EXHIBIT 4.1 SIXTH SUPPLEMENTAL INDENTURE
<TEXT>








                          SIXTH SUPPLEMENTAL INDENTURE


     SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"),  dated as of August
5th, 2002,  among Audubon  Europe S. a.r.l.  (the  "GUARANTEEING  SUBSIDIARY") a
subsidiary of Columbus McKinnon Corporation (or its permitted successor),  a New
York corporation (the "COMPANY"),  the company, the other 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 below (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,  a  Fourth  Supplemental
Indenture dated as of November 1, 1999 and a Fifth Supplemental  Indenture dated
as of  April 4,  2002 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,  the Fourth Supplemental Indenture
and the Fifth Supplemental Indenture, the "INDENTURE"); and

     WHEREAS,  the  Indenture  provides  that under  certain  circumstances  the
Guaranteeing  Subsidiary shall execute and deliver to the Trustee a supplemental
indenture  pursuant to which the Guaranteeing  Subsidiary shall  unconditionally
guarantee all of the Company's  Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "SUBSIDIARY GUARANTEE"); and

     WHEREAS,  pursuant  to  Section  9.01  of the  Indenture,  the  Trustee  is
authorized to execute and deliver this Sixth Supplemental Indenture;

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

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

          2.   AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:


<PAGE>

          (a)  Along with all Guarantors named in the Indenture,  to jointly and
               severally  Guarantee to each Holder of a Note  authenticated  and
               delivered  by the Trustee  and to the Trustee and its  successors
               and assigns,  irrespective of the validity and  enforceability of
               the  Indenture,  the  Notes  or the  obligations  of the  Company
               hereunder or thereunder, that:

               (i)  the  principal of and interest on the Notes will be promptly
                    paid in full when due, whether at maturity, by acceleration,
                    redemption  or  otherwise,   and  interest  on  the  overdue
                    principal of and  interest on the Notes,  if any, if lawful,
                    and all other  obligations  of the Company to the Holders or
                    the Trustee hereunder or thereunder will be promptly paid in
                    full or performed,  all in accordance  with the terms hereof
                    and thereof; and

               (ii) in case of any  extension  of time of  payment or renewal of
                    any Notes or any of such other  obligations,  that same will
                    be promptly paid in full when due or performed in accordance
                    with the  terms of the  extension  or  renewal,  whether  at
                    stated  maturity,  by  acceleration  or  otherwise.  Failing
                    payment  when  due  of  any  amount  so  guaranteed  or  any
                    performance   so  guaranteed   for  whatever   reason,   the
                    Guarantors  shall be jointly and severally  obligated to pay
                    the same immediately.

          (b)  The obligations hereunder shall be unconditional, irrespective of
               the validity,  regularity or  enforceability  of the Notes or the
               Indenture,  the  absence of any action to enforce  the same,  any
               waiver or consent by any Holder of the Notes with  respect to any
               provisions  hereof  or  thereof,  the  recovery  of any  judgment
               against the Company,  any action to enforce the same or any other
               circumstance   which  might  otherwise   constitute  a  legal  or
               equitable discharge or defense of a guarantor.

          (c)  The following is hereby waived: diligence presentment,  demand of
               payment, filing of claims with a court in the event of insolvency
               or bankruptcy  of the Company,  any right to require a proceeding
               first  against  the  Company,  protest,  notice  and all  demands
               whatsoever.

          (d)  This  Subsidiary  Guarantee  shall  not be  discharged  except by
               complete  performance of the  obligations  contained in the Notes
               and the Indenture.

          (e)  If any  Holder  or the  Trustee  is  required  by  any  court  or
               otherwise  to  return  to the  Company,  the  Guarantors,  or any
               Custodian,  Trustee,  liquidator or other similar official acting
               in relation to either the Company or the  Guarantors,  any amount
               paid by either to the  Trustee or such  Holder,  this  Subsidiary
               Guarantee,  to  the  extent  theretofore  discharged,   shall  be
               reinstated in full force and effect.


                                     - 2 -

<PAGE>

          (f)  The Guaranteeing Subsidiary shall not be entitled to any right of
               subrogation  in  relation  to  the  Holders  in  respect  of  any
               obligations  guaranteed  hereby  until  payment  in  full  of all
               obligations guaranteed hereby.

          (g)  As between the  Guarantors,  on the one hand, and the Holders and
               the  Trustee,  on  the  other  hand,  (x)  the  maturity  of  the
               obligations  guaranteed  hereby may be accelerated as provided in
               Article 6 of the  Indenture  for the purposes of this  Subsidiary
               Guarantee,   notwithstanding   any  stay,   injunction  or  other
               prohibition  preventing  such  acceleration  in  respect  of  the
               obligations  guaranteed  hereby,  and  (y)  in the  event  of any
               declaration of  acceleration  of such  obligations as provided in
               Article 6 of the Indenture,  such obligations (whether or not due
               and  payable)  shall  forthwith  become  due and  payable  by the
               Guarantors for the purpose of this Subsidiary Guarantee.

          (h)  The Guarantors shall have the right to seek contribution from any
               non-paying  Guarantor  so long as the exercise of such right does
               not  impair  the  rights  of the  Holders  under  the  Subsidiary
               Guarantee.

          (i)  Notwithstanding the foregoing,  in the event that this Subsidiary
               Guarantee  would  constitute  or  result  in a  violation  of any
               applicable  fraudulent  conveyance or similar law of any relevant
               jurisdiction,  the  liability of the  Guarantor  under this Sixth
               Supplemental  Indenture  and its  Subsidiary  Guarantee  shall be
               reduced to the maximum amount  permissible  under such fraudulent
               conveyance or similar law.

          3.   SUBORDINATION.   Payment  of  principal,  premium,  if  any,  and
interest  and  Liquidated  Damages,  if  any,  on the  Subsidiary  Guarantee  is
subordinated  to the prior payment in full of Senior Debt on the terms  provided
in the Indenture.

          4.   EXECUTION AND DELIVERY.  Each Guaranteeing Subsidiary agrees that
the Subsidiary Guarantees shall remain in full force and effect  notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

          5.   GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

          (a)  The  Guaranteeing  Subsidiary may not  consolidate  with or merge
               with or into  (whether  or not such  Guarantor  is the  surviving
               Person)  another  corporation,  Person or entity  whether  or not
               affiliated with such Guarantor unless:

               (i)  subject to Section 11.05 of the Indenture, the Person formed
                    by or surviving any such  consolidation  or merger (if other
                    than a Guarantor or the Company) unconditionally assumes all





                                     - 3 -

<PAGE>

                    the   obligations   of  such   Guarantor,   pursuant   to  a
                    supplemental  indenture  in form  and  substance  reasonably
                    satisfactory to the Trustee,  under the Notes, the Indenture
                    and the  Subsidiary  Guarantee on the terms set forth herein
                    or therein; and

               (ii) immediately  after  giving  effect to such  transaction,  no
                    Default or Event of Default exists.

     (b)  In case of any such consolidation, merger, sale or conveyance and upon
          the  assumption  by  the  successor   corporation,   by   supplemental
          indenture,  executed and delivered to the Trustee and  satisfactory in
          form to the Trustee,  of the  Subsidiary  Guarantee  endorsed upon the
          Notes and the due and punctual performance of all of the covenants and
          conditions  of the  Indenture to be performed by the  Guarantor,  such
          successor  corporation  shall  succeed to and be  substituted  for the
          Guarantor  with the same  effect as if it had been  named  herein as a
          Guarantor. Such successor corporation thereupon may cause to be signed
          any or all of the Subsidiary Guarantees to be endorsed upon all of the
          Notes issuable  hereunder which theretofore shall not have been signed
          by the  Company  and  delivered  to the  Trustee.  All the  Subsidiary
          Guarantees  so issued shall in all  respects  have the same legal rank
          and  benefit  under  the  Indenture  as  the   Subsidiary   Guarantees
          theretofore and thereafter  issued in accordance with the terms of the
          Indenture as though all of such Subsidiary  Guarantees had been issued
          at the date of the execution hereof.

     (c)  Except  as  set  forth  in  Articles  4 and 5 of  the  Indenture,  and
          notwithstanding  clauses (a) and (b) above,  nothing  contained in the
          Indenture or in any of the Notes shall  prevent any  consolidation  or
          merger of a Guarantor  with or into the Company or another  Guarantor,
          or shall prevent any sale or conveyance of the property of a Guarantor
          as an  entirety  or  substantially  as an  entirety  to the Company or
          another Guarantor.

     6.   RELEASES.

     (a)  In the event of a sale or other  disposition  of all of the  assets of
          any Guarantor, by way of merger, consolidation or otherwise, or a sale
          or other  disposition  of all of the capital  stock of any  Guarantor,
          then such Guarantor (in the event of a sale or other  disposition,  by
          way of merger, consolidation or otherwise, of all of the capital stock
          of such Guarantor) or the  corporation  acquiring the property (in the
          event of a sale or other  disposition of all or  substantially  all of
          the assets of such  Guarantor)  will be released  and  relieved of any
          obligations  under its  Subsidiary  Guarantee;  PROVIDED  that the Net
          Proceeds of such sale or other  disposition  are applied in accordance
          with the  applicable  provisions of the Indenture,  including  without
          limitation,  Section  4.10  of the  Indenture.  Upon  delivery  by the





                                     - 4 -

<PAGE>

          Company to the Trustee of an Officers'  Certificate  and an Opinion of
          Counsel to the effect that such sale or other  disposition was made by
          the  Company  in  accordance  with the  provisions  of the  Indenture,
          including  without  limitation  Section  4.10  of the  Indenture,  the
          Trustee shall execute any  documents  reasonably  required in order to
          evidence the release of any Guarantor from its  obligations  under its
          Subsidiary Guarantee.

     (b)  Any Guarantor not released from its  obligations  under its Subsidiary
          Guarantee  shall remain liable for the full amount of principal of and
          interest on the Notes and for the other  obligations  of any Guarantor
          under the Indenture as provided in Article 11 of the Indenture.

     7.   NO  RECOURSE  AGAINST  OTHERS.  No past,  present or future  director,
officer,  employee,  incorporator,  stockholder  or  agent  of the  Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing  Subsidiary under the Notes, any Subsidiary Guarantees,  the
Indenture  or this Sixth  Supplemental  Indenture  or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder of
the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal  securities laws and
it is the view of the SEC that such a waiver is against public policy.

     8.   NEW YORK LAW TO  GOVERN.  THE  INTERNAL  LAW OF THE  STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE  THIS  SUPPLEMENTAL  INDENTURE  BUT WITHOUT
GIVING  EFFECT TO  APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

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

     11.  THE  TRUSTEE.  The  Trustee  shall not be  responsible  in any  manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals  contained  herein,  all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.














                                     - 5 -

<PAGE>


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

Dated:  August 5, 2002















































                                     - 6 -


<PAGE>

                                             COLUMBUS McKINNON CORPORATION

                                             By: /S/ ROBERT L. MONTGOMERY
                                                 ---------------------------
                                             Name:  Robert L. Montgomery
                                             Title: Executive Vice President


                                             AUDUBON WEST, INC.


                                             By: /S/ ROBERT L. MONTGOMERY
                                                 ---------------------------
                                             Name:  Robert L. Montgomery
                                             Title: Treasurer


                                             CRANE EQUIPMENT & SERVICE, 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 & Treasurer


                                             AUDUBON EUROPE S.a.r.l.

                                             By: /S/ ROBERT L. MONTGOMERY
                                                 ---------------------------
                                             Name:  Robert L. Montgomery
                                             Title: Director

                                             By: /S/ ROMAIN THILLENS
                                                 ---------------------------
                                             Name:  Romain Thillens
                                             Title: Director


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

                                             By: /S/ JASON G. GREGORY
                                                 ---------------------------
                                             Name:  Jason G. Gregory
                                             Title: Assistant Vice President



                                     - 7 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>twelftham.txt
<DESCRIPTION>EXHIBIT 10.1 TWELFTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>


                      TWELFTH AMENDMENT TO CREDIT AGREEMENT

         THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as
of September 27, 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, that certain Tenth Amendment
to Credit  Agreement,  dated as of April 16,  2002,  and that  certain  Eleventh
Amendment  to  Credit  Agreement,  dated  as of  June  6,  2002  (the  "ELEVENTH
AMENDMENT")  (the Credit  Agreement,  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,  the  Borrower  believes  that it may be in default  under the
covenants set forth in Section 5.04(a) (Maximum Funded Debt to EBITDA Ratio) and
Section 5.04(e)  (Minimum  EBITDA) of the Credit Agreement for the period ending
September 29, 2002;

         WHEREAS,  the Borrower has requested that the Administrative  Agent and
Lender  Parties  waive any defaults  which may arise under such  sections of the
Credit Agreement for the period ending September 29, 2002;

         WHEREAS, the Borrower,  the Administrative Agent and Lender Parties are
desirous of amending the Credit Agreement as and to the extent set forth herein;

         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.






<PAGE>


         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.       WAIVER.  The  Administrative  Agent and Lender Parties hereby waive any
Events of Default which may arise solely under Sections  5.04(a) (Maximum Funded
Debt to EBITDA  Ratio) and  5.04(e)  (Minimum  EBITDA)  of the Credit  Agreement
solely and exclusively  for the period ending  September 29, 2002. 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 2.

3.       COVENANTS.

         3.1.     In  addition  to  any  amounts  which  may  be  payable by the
Borrower pursuant to Sections 6.2 and 6.3 of the Eleventh Amendment, on November
15, 2002, the Borrower shall pay to the Administrative Agent, for the benefit of
the Lenders, a fee in the amount of $187,500;  PROVIDED,  HOWEVER,  that, if the
Borrower  has  prepaid  all of  the  outstanding  Advances  and  terminated  the
Revolving Credit Facility on or before November 15, 2002, then such $187,500 fee
shall not be payable.

         3.2.     Section 5.1  of the Eleventh Amendment  is hereby  restated in
its entirety to read as follows:

                  "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 November 15, 2002, then:

                       (a)   on November 15, 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  November 15,  2002,  the  Borrower
                  shall permit the  Administrative  Agent to conduct at any time


                                     - 2 -

<PAGE>

                  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."


4.       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:

         4.1.     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

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

         4.3.     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.

5.       REFERENCE  TO  AND  EFFECT  UPON  THE  CREDIT  AGREEMENT AND OTHER LOAN
DOCUMENTS.

         5.1.     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.

         5.2.     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.

6.       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.

7.       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.

8.       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.

9.       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.


                                     - 3 -

<PAGE>


                            [signature pages follow]
























































<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>


                                 AUDUBON EUROPE S.A.R.L.


                                 By:      /S/ ROBERT L. MONTGOMERY
                                          -----------------------------
                                          Robert L. Montgomery
                                 Title:   Director




<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

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


                                 By:      /S/ PAUL A. WEISSENBERGER
                                          -----------------------------
                                 Name:    P.A. Weissenberger
                                 Title:   Authorized Signatory


<PAGE>


                                 LENDERS

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


                                 By:      /S/ JEFFREY P. KENEFICK
                                          -----------------------------
                                 Name:    Jeffrey P. Kenefick
                                 Title:   Vice President


<PAGE>


                                 LENDERS

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


                                 By:      /S/ JOHN G. TIERNEY
                                          -----------------------------
                                 Name:    John G. Tierney
                                 Title:   Vice President


<PAGE>


                                 LENDERS

                                 COMERICA BANK


                                 By:      /S/ JOEL S. GORDON
                                          -----------------------------
                                 Name:    Joel S. Gordon
                                 Title:   Assistant Vice President


<PAGE>


                                 LENDERS

                                 WACHOVIA BANK, NA


                                 By:      /S/ JORGE A. GONZALEZ
                                          -----------------------------
                                 Name:    Jorge A. Gonzalez
                                 Title:   Managing Director


<PAGE>


                                 LENDERS

                                 KEYBANK NATIONAL ASSOCIATION


                                 By:      /S/ MARY K. YOUNG
                                          -----------------------------
                                 Name:    Mary K. Young
                                 Title:   Vice President


<PAGE>


                                 LENDERS

                                 THE BANK OF NEW YORK


                                 By:      /S/ CHRISTINE T. RIO
                                          -----------------------------
                                 Name:    Christine T. Rio
                                 Title:   Vice President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>isoamen2.txt
<DESCRIPTION>EXHIBIT 10.2 2ND AMENDMENT TO ISO PLAN
<TEXT>


                                SECOND AMENDMENT

                                       TO

                          COLUMBUS MCKINNON CORPORATION
                        1995 INCENTIVE STOCK OPTION PLAN
                             AS AMENDED AND RESTATED

          WHEREAS, the Columbus McKinnon Corporation 1995 Incentive Stock Option
Plan was adopted by the Board of Directors of Columbus McKinnon Corporation (the
"Company") on October 27, 1995 and approved by the  shareholders  of the Company
on January 8, 1996; and

          WHEREAS,  an amendment and restatement of said plan was adopted by the
Company's  Board of  Directors  effective  June 16,  1999  and  approved  by the
Company's  shareholders on August 16, 1999 (said plan as amended and restated is
hereinafter referred to as the "Plan"); and

          WHEREAS,  the Plan was  amended  by the First  Amendment  to  Columbus
McKinnon  Corporation 1995 Incentive Stock Option, which amendment was effective
August 19, 2002; and

          WHEREAS,  the Company reserved the right to amend the Plan and desires
to further amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended in the following respect:

          Section 10 of the Plan is deleted in its entirety and the following is
substituted in lieu thereof:

          "10.  AMENDMENT AND TERMINATION OF PLAN. The Board of Directors of the
     Company may at any time  suspend,  amend or terminate  the Plan;  provided,
     however,  that except as  permitted  in Section 13 hereof,  no amendment or
     modification of the Plan which would:

                    (a)  increase the maximum  aggregate  number of shares as to
     which options may be granted  hereunder  (except as contemplated in Section
     5); or


<PAGE>


                    (b)  reduce  the  option  price  or  change  the  method  of
     determining the option price; or

                    (c)  increase the time for exercise of options to be granted
     or those which are outstanding beyond a term of ten (10) years; or

                    (d)  change the  designation  of the  employees  or class of
     employees eligible to receive options under this Plan; or

                    (e)   otherwise   materially   increase   the   benefits  to
     participants  under this Plan,  may be adopted  unless with the approval of
     the  holders  of a  majority  of the  outstanding  shares of  Common  Stock
     represented at a meeting of the Company's shareholders, or with the consent
     of the holders of a majority of the outstanding  shares of Common Stock. No
     amendment,  suspension or termination of the Plan may,  without the consent
     of a holder of an option,  terminate  such option or adversely  affect such
     holder's rights with respect to such option in any material respect."

          This  Amendment  shall be  effective  on August  24,  2002.  Except as
otherwise amended herein,  the Plan shall remain unchanged and in full force and
effect.

          IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be
executed by its duly authorized officer this 24th day of August, 2002.



                                          COLUMBUS MCKINNON CORPORATION


                                          BY     /S/ ROBERT L. MONTGOMERY
                                                 ------------------------
                                                 Robert L. Montgomery
                                                 Executive Vice President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>resamen2.txt
<DESCRIPTION>EXHIBIT 10.3 2ND AMENDMENT TO RESTRICTED STOCK PLAN
<TEXT>


                                SECOND AMENDMENT

                                       TO

                          COLUMBUS MCKINNON CORPORATION
                              RESTRICTED STOCK PLAN


          WHEREAS, the Columbus McKinnon Corporation  Restricted Stock Plan (the
"Plan") was adopted by Columbus McKinnon  Corporation (the "Company") on October
27, 1995; and

          WHEREAS,  the Plan was  amended  by the First  Amendment  to  Columbus
McKinnon Corporation Restricted Stock Plan, which became effective on August 19,
2002;

          WHEREAS,  the Company reserved the right to amend the Plan and desires
to further amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended in the following respect:

          Section  16 is amended by adding  the  following  sentence  at the end
thereof:

          "Further  notwithstanding the foregoing provisions of this Section 16,
     any amendment to this Plan that would  materially  increase the benefits to
     participants  hereunder  shall be subject to the requisite  approval of the
     shareholders of the Company."

          This  Amendment  shall be effective  as of August 24, 2002.  Except as
otherwise amended herein,  the Plan shall remain unchanged and in full force and
effect.

          IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be
executed by its duly authorized officer this 24th day of August, 2002.



                                        COLUMBUS MCKINNON CORPORATION


                                        BY     /S/ ROBERT L. MONTGOMERY
                                               ------------------------
                                               Robert L. Montgomery
                                               Executive Vice President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>cm401amen4.txt
<DESCRIPTION>EXHIBIT 10.4 4TH AMENDMENT TO 401(K) PLAN
<TEXT>

                COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 4 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, 2 and 3, as  permitted  under  Section  14.1 of the Plan,  as
follows:

1.       New Schedule D,  entitled  "Special  Rules  for  Divested Employees" is
added to the Plan effective May 1, 2002, to read as follows:

                                   "SCHEDULE D

                      SPECIAL RULES FOR DIVESTED EMPLOYEES

SD.1     SALE OF ASSETS OF AUTOMATIC SYSTEMS, INC.

         (A) TRANSFER OF ACCOUNT BALANCES TO NEW PLAN.  NOTWITHSTANDING  SECTION
8.1 NOR ANY OTHER  SECTION OF THE PLAN,  ALL ACCOUNT  BALANCES  OF  PARTICIPANTS
("TRANSFERRED  EMPLOYEES")  IN THE PLAN WHO CEASE TO BE EMPLOYEES IN  CONNECTION
WITH  THE  SALE  OF  ASSETS  ASSOCIATED  WITH  AUTOMATIC  SYSTEMS,  INC.  BY THE
CORPORATION  AND AUTOMATIC  SYSTEMS,  INC. TO ASI  ACQUISITION  CORP. OR ANOTHER
UNRELATED  ENTITY  ("BUYER") SHALL BE TRANSFERRED  FROM THE PLAN TO A NEW 401(K)
PLAN (THE "NEW PLAN") ESTABLISHED BY THE BUYER BY MEANS OF A  TRUSTEE-TO-TRUSTEE
TRANSFER.

         (B) TIME OF TRANSFER. THE TRANSFER OF ACCOUNT BALANCES PURSUANT TO THIS
SECTION SD.1 SHALL OCCUR ON THE DATE OF THE CLOSING OF THE SALE OF ASSETS TO THE
BUYER OR SUCH LATER DATE AS SHALL BE DETERMINED BY THE  CORPORATION  BUT, IN ALL
EVENTS, AS SOON AS PRACTICABLE AFTER THE CLOSING.

         (C) VESTING.  TO THE EXTENT THAT A  TRANSFERRED  EMPLOYEE IS  NOT FULLY
VESTED IN HIS  ACCOUNT  BALANCE  AT THE TIME OF  TRANSFER  TO THE NEW PLAN,  HIS
VESTING STATUS SHALL BE DETERMINED UNDER THE PROVISIONS OF THE NEW PLAN.

         (D) FORM OF TRANSFERRED ASSETS. ANY PORTION OF A TRANSFERRED EMPLOYEE'S
ACCOUNT  BALANCE  COMPRISED  OF LOAN(S)  TO THE  TRANSFERRED  EMPLOYEE  SHALL BE
TRANSFERRED TO THE NEW PLAN IN-KIND. THE REMAINDER OF THE TRANSFERRED EMPLOYEE'S
ACCOUNT  BALANCE SHALL BE TRANSFERRED IN CASH AND/OR IN-KIND AS REQUESTED BY THE
ADMINISTRATOR  OF THE NEW PLAN BUT  SUBJECT  TO ANY  RESTRICTIONS  ON  TRANSFERS
IN-KIND IMPOSED ON THE PLAN WITH RESPECT TO A GIVEN INVESTMENT."



<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                          Page 2 of Amendment No. 4 of the 1998 Plan Restatement




         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 10th day of May, 2002.




                                     COLUMBUS McKINNON CORPORATION


                                     By    /S/ ROBERT L. MONTGOMERY
                                           --------------------------

                                     Title EXECUTIVE VICE PRESIDENT
                                           --------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>ceo.txt
<DESCRIPTION>EXHIBIT 99.1 CEO CERTIFICATION
<TEXT>

                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In  connection   with  the  Quarterly   Report  of  Columbus   McKinnon
Corporation  (the "Company") on Form 10-Q for the period ending June 30, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I,  Timothy T.  Tevens,  Chief  Executive  Officer  of the  Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The  information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


Dated:  November 13, 2002



                                                /S/ TIMOTHY T. TEVENS
                                                ----------------------
                                                Timothy T. Tevens,
                                                Chief Executive Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>cfo.txt
<DESCRIPTION>EXHIBIT 99.2 CFO CERTIFICATION
<TEXT>


                                                                    EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In  connection   with  the  Quarterly   Report  of  Columbus   McKinnon
Corporation  (the "Company") on Form 10-Q for the period ending June 30, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Robert L.  Montgomery,  Chief  Financial  Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The  information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


Dated:  November 13, 2002



                                                /S/ ROBERT L. MONTGOMERY, JR.
                                                -----------------------------
                                                Robert L. Montgomery,  Jr.
                                                Chief Financial Officer




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
