<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996.
 
                                                    REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
 
                                    FORM S-1
 
                             REGISTRATION STATEMENT
 
                                     UNDER
 
                           THE SECURITIES ACT OF 1933
                               ------------------
 
                            GRADALL INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    Delaware
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
                                      3531
                          (PRIMARY STANDARD INDUSTRIAL
                          CLASSIFICATION CODE NUMBER)
                                   36-3381606
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
 
                               406 Mill Avenue SW
                           New Philadelphia, OH 44663
                                 (330) 339-2211
 
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                BRUCE A. JONKER
                               VICE PRESIDENT AND
                            CHIEF FINANCIAL OFFICER
                            GRADALL INDUSTRIES, INC.
                               406 MILL AVENUE SW
                           NEW PHILADELPHIA, OH 44663
                                 (330) 339-2211
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                   COPIES TO:
 
                           ANTHONY E. EFREMOFF, ESQ.
                       BLACK, MCCUSKEY, SOUERS & ARBAUGH
                             1000 UNITED BANK PLAZA
                            220 MARKET AVENUE SOUTH
                               CANTON, OHIO 44702
                                 (330) 456-8341
                         WINTHROP B. CONRAD, JR., ESQ.
                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 450-4000
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the Registration Statement becomes
effective.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                            <C>             <C>             <C>             <C>
- --------------------------------------------------------------------------------
                                                                   PROPOSED
                                  NUMBER OF        PROPOSED        MAXIMUM
                                    SHARES         MAXIMUM        AGGREGATE       AMOUNT OF
TITLE OF SECURITIES TO BE           TO BE       OFFERING PRICE     OFFERING      REGISTRATION
  REGISTERED                    REGISTERED(1)    PER SHARE(2)      PRICE(2)          FEE
- -----------------------------------------------------------------------------------------------
Common Stock, par value $.001
  per share....................    3,593,750        $17.00       $61,093,750       $21,067
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
 
(1) Includes 468,750 shares which are being registered in connection with an
    over-allotment option granted to the Underwriters.
 
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457.
                               ------------------
 
     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                            GRADALL INDUSTRIES, INC.
 
                             CROSS REFERENCE SHEET
 
           PURSUANT TO RULE 404(A) AND ITEM 501(B) OF REGULATION S-K
 
<TABLE>
<CAPTION>
    ITEM
   NUMBER               FORM S-1 CAPTION                   LOCATION OR CAPTION IN PROSPECTUS
   ------  ------------------------------------------  ------------------------------------------
<S><C>     <C>                                         <C>
      1.   Forepart of the Registration Statement and
             Outside Front Cover Page of
             Prospectus..............................  Facing Page of Registration Statement;
                                                       Cross Reference Sheet; Outside Front Cover
                                                         Page of Prospectus
      2.   Inside Front and Outside Back Cover Pages
             of Prospectus...........................  Inside Front Cover Page of Prospectus;
                                                       Table of Contents
      3.   Summary Information, Risk Factors and
             Ratio of Earnings to Fixed Charges......  Prospectus Summary; Risk Factors; Business
      4.   Use of Proceeds...........................  Use of Proceeds
      5.   Determination of Offering Price...........  Outside Front Cover Page of Prospectus;
                                                         Underwriters
      6.   Dilution..................................  Dilution
      7.   Selling Security Holders..................  Principal and Selling Stockholders
      8.   Plan of Distribution......................  Outside Front Cover Page of Prospectus;
                                                         Underwriters
      9.   Description of Securities to Be
             Registered..............................  Outside Front Cover Page of Prospectus;
                                                         Description of Capital Stock
     10.   Interests of Named Experts and Counsel....  Legal Matters; Experts
     11.   Information with Respect to the
             Registrant..............................  Prospectus Summary; Risk Factors; The
                                                         Company; Capitalization; Business;
                                                         Underwriting; Description of Capital
                                                         Stock; Dividend Policy; Selected
                                                         Consolidated Financial Data;
                                                         Management's Discussion and Analysis of
                                                         Financial Condition and Results of
                                                         Operations; Management; Principal and
                                                         Selling Stockholders; 1995
                                                         Recapitalization and Certain
                                                         Transactions; Index to Consolidated
                                                         Financial Statements
     12.   Disclosure of Commission Position on
             Indemnification for Securities Act
             Liabilities.............................  Not Applicable
</TABLE>
 
                                        i
<PAGE>   3
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION, DATED        , 1996
 
                                3,125,000 SHARES
 
                            GRADALL INDUSTRIES, INC.
                                  COMMON STOCK
 
     OF THE 3,125,000 SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE (THE
"COMMON STOCK"), OFFERED HEREBY, 2,125,000 SHARES ARE BEING OFFERED BY GRADALL
INDUSTRIES, INC. (THE "COMPANY") AND 1,000,000 SHARES ARE BEING OFFERED BY THE
SELLING STOCKHOLDERS. SEE "PRINCIPAL AND SELLING STOCKHOLDERS." THE COMPANY WILL
NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SHARES BY THE SELLING
STOCKHOLDERS.
 
     PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON
STOCK. IT IS CURRENTLY ESTIMATED THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE
BETWEEN $15 PER SHARE AND $17 PER SHARE. SEE "UNDERWRITING" FOR THE FACTORS TO
BE CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING PRICE. APPLICATION IS
BEING MADE TO HAVE THE COMMON STOCK APPROVED FOR QUOTATION ON THE NASDAQ
NATIONAL MARKET UNDER THE SYMBOL "GRDL."
 
     FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF COMMON
STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGES 6 TO 8.
                            ------------------------
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
            HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
 
<TABLE>
<CAPTION>
                                                UNDERWRITING                    PROCEEDS TO
                                  PRICE TO     DISCOUNTS AND    PROCEEDS TO       SELLING
                                   PUBLIC       COMMISSIONS*      COMPANY+      STOCKHOLDERS
<S>                           <C>             <C>             <C>             <C>
PER SHARE.....................        $              $               $               $
TOTAL ++......................        $              $               $               $
</TABLE>
 
- ---------------
 
* The Company and the Selling Stockholders have agreed to indemnify the
  Underwriters against certain liabilities, including liabilities under the
  Securities Act of 1933. See "Underwriting."
 
+ Before deducting expenses of the Offering payable by the Company estimated to
  be $500,000.
 
++ The Selling Stockholders have granted the Underwriters a 30-day option to
   purchase up to 468,750 additional shares of Common Stock on the same terms
   per share solely to cover over-allotments, if any. If such option is
   exercised in full, the total price to public will be $            , the total
   underwriting discounts and commissions will be $            and the total
   proceeds to Selling Stockholders will be $            . See "Underwriting."
                            ------------------------
     THE COMMON STOCK IS BEING OFFERED BY THE UNDERWRITERS AS SET FORTH UNDER
"UNDERWRITING" HEREIN. IT IS EXPECTED THAT DELIVERY OF CERTIFICATES THEREFOR
WILL BE MADE AT THE OFFICES OF DILLON, READ & CO. INC., NEW YORK, NEW YORK, ON
OR ABOUT                , 1996. THE UNDERWRITERS INCLUDE:
 
                                     DILLON, READ & CO. INC.  MCDONALD & COMPANY
                                                       SECURITIES, INC.
 
             THE DATE OF THIS PROSPECTUS IS                , 1996.
<PAGE>   4
 
     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                                        2
<PAGE>   5
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless the context otherwise requires, "Gradall"
or the "Company" refers to Gradall Industries, Inc., a Delaware corporation, and
its consolidated subsidiaries. In addition, unless otherwise indicated, all
information in the Prospectus (i) assumes no exercise of the Underwriters'
over-allotment option and (ii) gives effect to a 5,540-for-1 split of the
Company's Common Stock to be effected immediately prior to the consummation of
the offering made hereby (the "Offering").
 
                                  THE COMPANY
 
     Gradall is a leading manufacturer of hydraulic excavators and material
handlers as well as related service parts. The Company's products are marketed
under the widely respected Gradall tradename and are distinguished by their
unique telescopic boom technology, versatility, productivity and reliability.
Gradall products serve niche markets within the construction equipment industry
and typically command premium prices. In 1995, total sales were $118.4 million,
comprised of $49.2 million in sales of excavators, $53.6 million in sales of
material handlers and $15.6 million in sales of service parts. Since January
1993, the Company has introduced 12 new products which accounted for in excess
of 50% of Gradall's net sales in 1995.
 
     Gradall excavators are typically used by general contractors and government
agencies for ditching, sloping, finished grading, general maintenance and
infrastructure projects. The Company's excavators are sold through approximately
41 independent distributors at approximately 141 locations throughout North
America. The introduction and ongoing development of the Company's XL Series
excavators, featuring the unique Gradall rotating, telescopic booms with
high-pressure hydraulics, have allowed the Company to continue to dominate its
traditional niche market of wheeled, telescopic boom excavators and to
strengthen its competitive position in the larger market of conventional crawler
excavators, a market historically dominated by knuckle-boom technology.
 
     Gradall rough-terrain variable reach material handlers are typically used
by residential, non-residential and institutional building contractors for
lifting, transporting and placing a wide variety of materials at their point of
use or storage. The Company's material handlers are sold through approximately
40 independent distributors at approximately 120 locations throughout North
America. In addition, Gradall material handlers are available at national rental
companies at over 129 locations. The Company continues to introduce new material
handlers with Gradall's unique 90 degree rear-pivot steering, hydrostatic 
drive and low profile design which provide an exceptional combination of 
maneuverability, versatility and stability. This new product development has 
allowed the Company to increase its market share in the rapidly growing 
rough-terrain variable reach material handler market.
 
     Gradall's strategy is to design and produce high quality hydraulic
excavators and material handlers for niche markets while simultaneously reducing
manufacturing costs and increasing production efficiencies. Gradall's ability to
design and customize each of its product lines to fit the specifications of its
customers augments the uniqueness of the Company's products. In addition, in
1995, the Company commenced a multi-year capital expenditure program designed to
expand plant capacity and reduce production costs by increasing labor efficiency
and equipment productivity and improving quality. Management believes that these
strategies have enabled the Company to increase substantially its profitability
in recent years.
 
                                        3
<PAGE>   6
 
                                  THE OFFERING
 
<TABLE>
<S>                                            <C>
Common Stock offered by the Company.........   2,125,000 shares
Common Stock offered by the Selling
  Stockholders..............................   1,000,000 shares(1)
                                               -------------------
                                               3,125,000 shares
Total Common Stock offered..................   ===================
Common Stock to be outstanding after the       8,114,294 shares(2)
  Offering..................................
                                               To repay certain outstanding indebtedness of
Use of proceeds by the Company..............   the Company incurred in connection with the
                                               1995 Recapitalization (as defined below) and to
                                               redeem all of the outstanding shares of the
                                               Preferred Stock of the Company. See "Use of
                                               Proceeds."
                                                   
Proposed Nasdaq National Market symbol......   GRDL
</TABLE>
 
- ---------------
 
(1) Includes 449,294 shares of Common Stock to be issued immediately prior to
    the consummation of the Offering in connection with the exercise of the
    Warrants (as defined below) owned by certain Selling Stockholders. Does not
    include up to 468,750 shares of Common Stock which may be sold by the
    Selling Stockholders pursuant to the Underwriters' over-allotment option.
 
(2) Does not include 132,406 shares of Common Stock issuable in connection with
    outstanding stock options, none of which are currently exercisable. See
    "Management."
 
                                  RISK FACTORS
 
     Any investment in the Common Shares offered hereby involves a high degree
of risk. For a discussion of considerations relevant to an investment in the
shares of Common Stock, see "Risk Factors" on pages 6 to 8.
 
                                        4
<PAGE>   7
 
                      SUMMARY CONSOLIDATED FINANCIAL DATA
 
     The summary consolidated financial data set forth below should be read in
conjunction with the Consolidated Financial Statements of the Company and the
Notes thereto included elsewhere in this Prospectus and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
 
<TABLE>
<CAPTION>
                                                                                                           THREE MONTHS ENDED
                                                            YEAR ENDED DECEMBER 31,                             MARCH 31,
                                           ---------------------------------------------------------     -----------------------
                                            1991        1992        1993        1994         1995          1995          1996
                                           -------     -------     -------     -------     ---------     ---------     ---------
                                                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                 (UNAUDITED)
<S>                                        <C>         <C>         <C>         <C>         <C>           <C>           <C>
INCOME STATEMENT DATA:
  Net sales............................    $49,946     $57,665     $72,208     $88,820     $ 118,438     $  30,453     $  34,137
  Cost of sales........................     42,639      48,780      59,274      71,280        92,637        24,027        26,467
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Gross profit.........................      7,307       8,885      12,934      17,540        25,801         6,426         7,670
  Operating expenses:
    Engineering........................      1,439       1,477       1,848       2,123         2,504           601           752
    Selling and marketing..............      3,367       3,345       4,232       4,728         5,365         1,258         1,586
    Administrative.....................      3,027       2,986       5,075       4,618         5,138           949         1,177
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Operating income (loss)..............       (526)      1,077       1,779       6,071        12,794         3,618         4,155
  Amortization of FAS 106(1)...........         --          --          --      (3,626)           --            --            --
  Interest expense.....................      1,436       1,062       1,055       1,146         1,642           257         1,018
  Other, net...........................        578        (376)       (549)        234           865           219           141
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Income before provision for taxes....     (2,540)        391       1,273       8,317        10,287         3,142         2,996
  Income tax provision (benefit).......       (227)        334         550       3,152         3,680         1,125         1,162
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Net income before change in
    accounting.........................     (2,313)         57         723       5,165         6,607         2,017         1,834
  Change in accounting
    (gain)/loss(2).....................         --        (243)      9,014          --            --            --            --
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Net income (loss)(3).................    $(2,313)    $   300     $(8,291)    $ 5,165     $   6,607     $   2,017     $   1,834
                                           ========    ========    ========    ========    =========     =========     =========
PRO FORMA DATA(4):
  Net income per common share..........                                                    $    0.83     $    0.24     $    0.29
                                                                                           =========     =========     =========
  Weighted average common shares
    outstanding........................                                                    8,114,294     8,114,294     8,114,294
OTHER OPERATING DATA:
  Employees............................        424         459         518         557           581           566           590
  Sales per employee...................    $   118     $   126     $   139     $   159     $     204     $      54     $      58
  Capital expenditures.................        346         740         534       1,214         4,189         1,083           201
</TABLE>
 
<TABLE>
<CAPTION>
                                                                        DECEMBER 31,          MARCH 31, 1996
                                                                            1995         ------------------------
                                                                        ------------                      AS
                                                                           ACTUAL         ACTUAL      ADJUSTED(5)
                                                                        ------------     --------     -----------
                                                                                               (UNAUDITED)
<S>                                                                     <C>              <C>          <C>
BALANCE SHEET DATA:
  Working capital...................................................      $ 10,735       $ 14,498      $  16,950
  Total assets......................................................        52,024         57,567         56,796
  Total debt........................................................        37,922         40,140         11,965
  Stockholders' equity..............................................       (23,119)       (21,285)         6,771
</TABLE>
 
- ---------------
 
(1) The FAS 106 gain in 1994 resulted from the reduction in the post-retirement
    health care benefits liability reflecting a change in actuarial assumptions
    related to the projected growth rate in medical costs.
 
(2) Reflects in 1992 a $0.2 million after-tax increase in net income resulting
    from the adoption of a new accounting standard for income taxes (FAS 109)
    and in 1993 a $9 million after-tax decrease in net income resulting from the
    adoption of the accrual basis of accounting for post-retirement health care
    benefits (FAS 106).
 
(3) Net income (loss) per share data have been omitted as such amounts are not
    comparable due to the 1995 Recapitalization.
 
(4) Presented as if the 1995 Recapitalization, the exercise of the Warrants, the
    issuance of shares of Common Stock pursuant to the Offering and the
    application of the estimated net proceeds thereof had occurred on January 1,
    1995. Pro forma net income per share data do not include a $0.6 million
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering is
    consummated.
 
(5) Adjusted as if the exercise of the Warrants, the issuance of shares of
    Common Stock pursuant to the Offering and the application of the estimated
    net proceeds thereof had occurred on March 31, 1996. Reflects a $0.6 million
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering will
    be consummated. See "Use of Proceeds."
 
                                        5
<PAGE>   8
 
                                  RISK FACTORS
 
     Any investment in the shares of Common Stock offered hereby involves 
risk. Prospective investors should consider carefully the following factors in 
evaluating any investment in the Common Stock.
 
IMPACT OF SIGNIFICANT COMPETITION
 
     The markets in which the Company operates are highly competitive. The
Company faces competition in each of its product lines from a number of
different manufacturers, some of which have greater financial and other
resources than the Company. The principal competitive factors affecting the
markets for the Company's products include performance, functionality, price,
brand recognition, customer service and support, and product availability.
 
CYCLICALITY MAY LEAD TO FLUCTUATIONS IN DEMAND
 
     The Company markets its products primarily to the construction industry.
Accordingly, demand for the Company's products, and therefore the profitability
of the Company, are sensitive to the state of the U.S. economy in general,
regional economic conditions, and particularly to changes in private
construction spending and infrastructure spending funded by the public sector.
There can be no assurance that the cyclicality of any of these factors will not
have an adverse effect on the Company's business, operations or financial
performance.
 
DEPENDENCE ON SUCCESSFUL PRODUCT DEVELOPMENT
 
     In excess of 50% of the Company's net sales in 1995 were attributable to
new products introduced since 1993. The Company believes that its future growth
and profitability are dependent on its continued development of new products and
the success of such new products, and no assurance can be given that the Company
will be able to successfully develop and distribute additional new products.
 
DEPENDENCE ON DISTRIBUTION NETWORK
 
     The Company primarily markets and distributes its products through a
network of independent distributors and believes that this network is a core
strength of its business. While it is not dependent on any single distributor,
loss of certain key distributors could have an adverse effect on the business,
operations and financial results of the Company. The Company also sells its
products to national rental companies, who in turn rent the products to
end-users. The Company believes that this distribution channel is increasingly
important to its continued success, and the loss of certain key national rental
company accounts could have an adverse effect on the business, operations and
financial results of the Company.
 
DEPENDENCE ON NEW PHILADELPHIA FACILITY
 
     The Company operates from a single company-owned facility in New
Philadelphia, Ohio (the "New Philadelphia Facility") which accommodates the
Company's corporate offices, manufacturing and assembly operations and
warehouse. Equipment failures at the New Philadelphia Facility could limit or
shut down the Company's production for a significant period of time. In order to
minimize the risk of equipment failure, the Company follows a comprehensive
maintenance and loss prevention program and periodically reviews its failure
exposure. To date, the Company has not experienced any significant equipment
failure. However, no assurance can be given that a material shutdown will not
occur in the future or that such a shutdown would not have an adverse effect on
the business, operations and financial results of the Company. In addition to
equipment failure, the New Philadelphia Facility also is subject to the risk of
catastrophic loss. The Company maintains property damage insurance which it
believes to be adequate to provide for reconstruction of damaged equipment, as
well as business interruption insurance to mitigate losses resulting from any
production shutdown caused by an insured loss. However, no assurance can be
given that such insurance will be adequate to cover losses which could occur.
 
     Based on its current equipment and manufacturing processes, the New
Philadelphia Facility is operating at capacity. Significant increases in output
from current levels will require increases in capital expenditures
 
                                        6
<PAGE>   9
 
and other productivity improvements. In 1995, the Company invested $4.2 million
in capital improvements and initiated a multi-year capital program designed to
increase production efficiency, material utilization and output and improve
product quality. The Company plans to invest in excess of $4 million in capital
improvements in each of 1996 and 1997. The Company believes that recently
completed capital expenditures, which have expanded plant capacity, together
with planned capital expenditures, should allow the Company to meet anticipated
demand for its products. However, there can be no assurance that the Company
will be successful in implementing these measures or that such measures will be
successful in increasing plant capacity or meeting future increases in demand.
 
LABOR RELATIONS
 
     The Company's 395 hourly employees are represented by the International
Association of Machinists and Aerospace Workers and are currently working under
a three-year contract which will expire in March 1997. In the history of the
Company, there have been two strikes by the union employees -- the first in 1975
and the second in 1994 in connection with the negotiation of the current
contract. There can be no assurance that the Company will be able to negotiate
satisfactory contracts with the union in the future or that the Company's union
employees will not participate in any work stoppage which could have an adverse
effect on the operations of the Company.
 
DEPENDENCE ON KEY MANAGEMENT
 
     The success of the Company's business is dependent upon the management and
leadership skills of Barry L. Phillips, the Company's President, and other
members of the Company's senior management team. Although the Company has an
employment agreement with Mr. Phillips, the loss of Mr. Phillips or any other
member of the senior management team or an inability to attract and retain
additional personnel could adversely affect the Company. There can be no
assurance that the Company will be able to retain its existing senior management
personnel or to continue to attract additional qualified personnel.
 
DEPENDENCE ON CERTAIN SUPPLIERS
 
     Certain of the components included in the Company's products are obtained
from a single supplier or a limited number of suppliers. Disruption or
termination of supplier relationships could have an adverse effect on the
Company's operations. The Company believes that alternative sources could be
obtained, if necessary, but the inability to obtain sufficient quantities of the
components or the need to develop alternative sources, if and as required in the
future, could result in delays or reductions in product shipments which in turn
may have an adverse effect on the Company's operating results and customer
relationships. See "Business -- Suppliers."
 
IMPACT OF CHANGING STEEL PRICES
 
     A principal raw material used by the Company in its operations is steel.
The steel industry as a whole is cyclical, and steel prices are volatile due to
numerous factors beyond the control of the Company. This volatility can
significantly affect the Company's raw material costs. Competitive conditions
will determine the extent to which steel price increases can be passed on to the
Company's customers. If the Company is unable to pass some or all of future
steel price increases to its customers, the Company's financial performance
would be adversely affected.
 
RISK OF CLAIMS FOR PRODUCT LIABILITY
 
     Due to the nature of its products, the Company may be subject to
significant claims for product liability. The Company is a party to various
lawsuits seeking damages for alleged product liability arising from the use of
its products. The Company currently maintains product liability insurance with
an annual aggregate limit of $6 million subject to a self-insurance retention in
the amount of $225,000 per claim. There can be no assurance that the Company's
insurance policy would be adequate to cover potential product liability claims.
A successful claim against the Company in excess of the Company's insurance
coverage could have an adverse effect on the financial results of the Company.
In each of the fiscal years ended December 31, 1995, 1994 and
 
                                        7
<PAGE>   10
 
1993, the Company's product liability costs for any claim have not exceeded its
self-insurance retention amount.
 
ENVIRONMENTAL MATTERS
 
     The Company is subject to various federal, state and local environmental
laws and regulations. Pursuant to these laws and regulations, the Company may
also be required from time to time to remediate environmental contamination
associated with releases of hazardous substances. Although the Company does not
anticipate that expenditures to comply with environmental laws and regulations
will be material, there can be no assurance that the costs of complying with
such existing or future laws or regulations will not exceed current estimates.
 
CONTROL BY MLGA FUND II, L.P.
 
     Upon the consummation of the Offering, approximately 49.5% of the
outstanding Common Stock of the Company (approximately 45.5% if the
Underwriters' over-allotment option is exercised in full) will be owned by MLGA
Fund II, L.P. ("Fund II") and its affiliates. Accordingly, Fund II and its
affiliates will be able to exert significant influence over the Company and its
business and affairs, including the election of directors. See "Principal and
Selling Stockholders" and "Description of Capital Stock."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
     Sales of substantial amounts of Common Stock in the public market following
the Offering could have a material adverse effect on the market price of the
Common Stock and may make it more difficult for the Company to sell shares of
Common Stock in the future for prices and at times it deems appropriate. Upon
completion of the Offering, the Company will have outstanding 8,114,294 shares
of Common Stock. Of these shares, the 3,125,000 shares of Common Stock sold in
the Offering (3,593,750 shares if the Underwriters' over-allotment option is
exercised in full) will be freely tradeable without restriction or further
registration under the Securities Act of 1933, as amended (the "Securities
Act"), unless such shares are owned by "affiliates" of the Company as that term
is defined in Rule 144 under the Securities Act. The remaining 4,989,294 shares
of Common Stock (4,520,544 shares if the Underwriters' over-allotment option is
exercised in full) are "restricted securities" as that term is defined under
Rule 144 and, accordingly, may not be sold unless they are registered under the
Securities Act or are sold pursuant an applicable exemption from registration,
including Rule 144. Holders of the 4,989,294 shares of Common Stock (4,520,544
shares if the Underwriters' over-allotment option is exercised in full)
constituting "restricted securities" have entered into a lock-up agreement with
the Underwriters pursuant to which they have agreed not to sell or otherwise
dispose of any shares of such stock for a period of 180 days after the date of
this Prospectus without the prior written consent of Dillon, Read & Co. Inc.
which may, in its sole discretion and at any time without prior notice, release
all or any portion of the shares of Common Stock subject to such lock-up
agreement. See "Description of Capital Stock" and "Underwriting."
 
ABSENCE OF PRIOR PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICES
 
     Prior to the Offering, there has been no public market for the Common
Stock. Application is being made to have the Common Stock approved for quotation
on the Nasdaq National Market; however, there can be no assurance that an active
trading market will develop or be sustained. The initial public offering price
of the Common Stock will be determined by negotiations among the Company, the
Selling Stockholders and the Underwriters and may not be indicative of the
market price for the Common Stock after the Offering. The market price of the
Common Stock may be highly volatile depending on a number of factors. See
"Underwriting" for a discussion of the factors to be considered in determining
the initial public offering price.
 
DILUTION
 
     The initial public offering price is substantially higher than the book
value per share of Common Stock. Investors purchasing shares of Common Stock in
the Offering will therefore incur immediate and substantial dilution of $15.17
per share, assuming an initial public offering price of $16 per share. See
"Dilution."
 
                                        8
<PAGE>   11
 
                                  THE COMPANY
 
     The Gradall Company, an Ohio corporation and a wholly-owned subsidiary of
Gradall Industries, Inc., is a leading manufacturer of hydraulic excavators and
material handlers as well as related service parts. Gradall was established in
1946 by the Warner and Swasey Company to manufacture and market a newly designed
hydraulic excavator featuring a unique rotating, telescopic boom and a truck
mounted design which added versatility and highway mobility to the excavator. In
1982, Gradall acquired a product line of material handlers which Gradall
redesigned to incorporate its telescopic boom technology and rough-terrain
equipment expertise.
 
     Gradall Industries, Inc. was incorporated in Delaware in 1985 as a holding
company to acquire all of the outstanding capital stock of The Gradall Company.
In October 1995, the Company consummated a series of transactions which resulted
in a new capitalization and ownership structure (the "1995 Recapitalization").
As a result of the 1995 Recapitalization, Fund II and its affiliates acquired
82.5% of the Company's Common Stock, certain officers and key employees of
Gradall acquired 10% of the Company's Common Stock, and the percentage ownership
of the Company's Common Stock held by existing stockholders (the "Existing
Stockholders") was reduced from 100% to 7.5%. As a part of the 1995
Recapitalization, the Company issued 140 shares of its Series A Preferred Stock
(the "Preferred Stock") to the Existing Stockholders which represents 100% of
the Company's total outstanding Preferred Stock. In connection with the 1995
Recapitalization, the Company entered into a securities purchase agreement
pursuant to which the Company issued $10 million of 12.5% Senior Subordinated
Notes due 2003 (the "Senior Subordinated Notes") and warrants to purchase
449,294 shares of Common Stock (the "Warrants"). The Company also entered into a
loan and security agreement (the "Credit Facility") pursuant to which the
Company borrowed $10 million under a term loan repayable in quarterly
installments through September 30, 2000 (the "Term Loan"). In addition, the
Credit Facility provides a revolving line of credit of $22 million through
September 30, 2000 (the "Revolver"). Unless the context otherwise requires, the
"Company" or "Gradall" refers to Gradall Industries, Inc. and its consolidated
subsidiaries.
 
     The Company's principal offices are located at 406 Mill Avenue, S.W., New
Philadelphia, Ohio 44663, and its telephone number is (330) 339-2211.
 
                                        9
<PAGE>   12
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company of this Offering, after deducting
underwriting discounts and commissions and expenses payable by the Company in
connection with this Offering, are estimated to be approximately $31.1 million,
assuming an initial public offering price of $16.00 per share, the mid-point of
the range set forth on the cover page of this Prospectus. The Company intends to
use the net proceeds to redeem all of the outstanding shares of the Preferred
Stock and repay certain outstanding indebtedness incurred in connection with the
1995 Recapitalization. Of the net proceeds, approximately $2.0 million will be
used to redeem all of the outstanding shares of the Preferred Stock,
approximately $10.0 million will be used to redeem all of the Company's Senior
Subordinated Notes, approximately $10.0 million will be used to repay in full
the Term Loan and approximately $9.1 million will be used to repay a portion of
the amount outstanding under the Revolver ($18.2 million outstanding at May 31,
1996).
 
     The Senior Subordinated Notes bear interest at the rate of 12.5% and mature
in 2003. The Term Loan bears interest at either LIBOR plus 3.00% or prime plus
1.00% (8.31% weighted average at May 31, 1996) and is repayable in quarterly
installments through 2000. Interest due under the Revolver is based on either
LIBOR plus 2.75% or prime plus 0.75% (8.35% weighted average at May 31, 1996).
The Revolver terminates in 2000. At May 31, 1996, the amount available to be
drawn under the Revolver was $3.8 million, which amount will increase to $12.9
million as a result of the use of a part of the net proceeds from this Offering
to repay a portion of the amount outstanding thereunder. Amounts available under
the Revolver, together with internally generated funds, will be available to
fund capital expenditures and expansion of the Company's business. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
     The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders in this Offering. See "Principal and
Selling Stockholders."
 
                                DIVIDEND POLICY
 
     The Company currently intends to retain its future earnings to finance the
growth and development of its business and therefore does not anticipate paying
cash dividends on the Common Stock for the foreseeable future. Any future
determination to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon the Company's financial condition, results
of operations, capital requirements and such other factors as the Board of
Directors deems relevant. The Company's Credit Facility prohibits the payment of
any dividends on the Common Stock.
 
                                       10
<PAGE>   13
 
                                 CAPITALIZATION
 
The following table sets forth the current debt and capitalization of the
Company as of March 31, 1996, as adjusted to give effect to the sale of the
Common Stock offered hereby and the application of the Company of its portion of
the estimated net proceeds therefrom. See "Use of Proceeds." This table should
be read in conjunction with the Consolidated Financial Statements of the
Company, including the Notes thereto, appearing elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                       MARCH 31, 1996
                                                                    ---------------------
                                                                                    AS
                                                                     ACTUAL      ADJUSTED
                                                                    --------     --------
                                                                         (DOLLARS IN
                                                                         THOUSANDS)
                                                                         (UNAUDITED)
<S>                                                                 <C>          <C>
Long-term debt:
     Revolver (including current portion).......................    $ 20,336     $ 11,216
     Term Loan (including current portion)......................      10,000            0
     Senior Subordinated Notes, net of discount of $945,000
       related to the Warrants..................................       9,055            0
     Capital lease obligation (including current portion).......         749          749
                                                                    --------     --------
                                                                      40,140       11,965
                                                                    --------     --------
Stockholders' (deficit) equity:
     Common Stock: actual, no par value, 2,200 shares
       authorized, 1,000 shares issued and outstanding; as
       adjusted, par value $.001 per share, 18,000,000 shares
       authorized, 8,114,294 issued and outstanding(1)..........           1            8
     Preferred Stock: actual, par value $.01 per share, 300
       shares authorized, 140 shares issued and outstanding; as
       adjusted, par value $.001 per share, 2,000,000 shares
       authorized, none issued and outstanding..................       2,000            0
     Additional paid in capital.................................      11,999       44,112
     Additional paid in capital -- warrants.....................       1,000            0
     Accumulated deficit........................................     (36,285)     (37,349)(2)
                                                                    --------     --------
          Total stockholders' (deficit) equity..................     (21,285)       6,771
                                                                    --------     --------
          Total capitalization..................................    $ 18,855     $ 18,736
                                                                    ========     ========
</TABLE>
 
- ---------------
 
(1) Does not include an aggregate of 132,406 shares of Common Stock issuable in
    connection with outstanding stock options, none of which are currently
    exercisable. "As adjusted" includes shares to be issued pursuant to the
    Offering, including 449,294 shares to be issued immediately prior to the
    consummation of the Offering in connection with the exercise of the
    Warrants. See "Management," "Principal and Selling Stockholders," and
    "Description of Capital Stock."
 
(2) Reflects a $0.6 million extraordinary loss (net of a tax benefit of $0.4
    million) on repayment in full of the Senior Subordinated Notes and a $0.5
    million write-off (net of a tax benefit of $0.3 million) of the financing
    costs related to the repayment in full of the Senior Subordinated Notes and
    the Term Loan and a portion of the Revolver which will be reported in the
    period in which the Offering will be consummated. See "Use of Proceeds."
 
                                       11
<PAGE>   14
 
                                    DILUTION
 
     At March 31, 1996, the Company had an aggregate of 5,989,294 shares of
Common Stock outstanding with a deficit in net tangible book value of $(21.3)
million or $(3.55) per share. Net tangible book value per share represents the
amount of total tangible assets less total liabilities of the Company, divided
by the number of shares of Common Stock outstanding. Without taking into account
any changes in such net tangible book value after March 31, 1996, other than to
give effect to the sale of the Common Stock in the Offering, the pro forma net
tangible book value at March 31, 1996 would have been $6.8 million or $0.83 per
share. This represents an immediate increase in net tangible book value of $4.38
per share to existing stockholders and an immediate dilution in net tangible
book value of $15.17 per share to new investors purchasing shares in the
Offering. The following table illustrates this per share dilution:
 
<TABLE>
<S>                                                                          <C>        <C>
Assumed initial public offering price per share of Common Stock............             $16.00
     Deficit in net tangible book value per share of Common Stock
       before the Offering.................................................  $(3.55)
     Increase per share attributable to new investors......................    4.38
Pro forma net tangible book value per share of Common Stock after the
  Offering.................................................................               0.83
                                                                                        ------
Dilution per share to new investors........................................             $15.17
                                                                                        ======
</TABLE>
 
     The following table summarizes, as of March 31, 1996 on a pro forma basis,
the difference between existing stockholders and new investors in this Offering
with respect to: (i) the number of shares of Common Stock purchased from the
Company; (ii) the total consideration paid to the Company; and (iii) the average
price paid or assumed to be paid per share.
 
<TABLE>
<CAPTION>
                                         SHARES PURCHASED          TOTAL CONSIDERATION
                                       ---------------------     -----------------------     AVERAGE PRICE
                                        NUMBER       PERCENT       AMOUNT        PERCENT       PER SHARE
                                       ---------     -------     -----------     -------     -------------
<S>                                    <C>           <C>         <C>             <C>         <C>
Existing stockholders(1)...........    5,989,294       73.8%     $13,000,000       27.7%        $  2.17
New investors......................    2,125,000       26.2       34,000,000       72.3           16.00
                                       ---------     -------     -----------     -------
     Total.........................    8,114,294      100.0%     $47,000,000      100.0%
                                        ========     =======      ==========     =======
</TABLE>
 
- ---------------
 
(1) Sale of Common Stock by the Selling Stockholders in the Offering and sale of
    Common Stock by the Selling Stockholders pursuant to the Underwriters'
    over-allotment option will reduce the number of shares held by the existing
    stockholders of the Company to 4,520,544 or 55.7% of the total number of
    shares of Common Stock to be outstanding after the Offering, and will
    increase the number of shares to be purchased by new investors to 3,593,750
    or 44.3% of the total shares of Common Stock to be outstanding after the
    Offering. See "Principal and Selling Stockholders."
 
                                       12
<PAGE>   15
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     The following selected financial data relating to the Company have been
taken or derived from the historical financial statements of the Company and are
qualified in their entirety by reference to such financial statements and notes
included therein. See "Consolidated Financial Statements." Certain information
at March 31, 1996 and for the respective three month periods ended March 31,
1995 and March 31, 1996 has been derived from the Company's unaudited interim
financial statements, which are also contained in this Prospectus, and which, in
the opinion of the Company, reflect all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation. Results for the period
ended March 31, 1996 are not necessarily indicative of results for the full
year.
 
<TABLE>
<CAPTION>
                                                                                                      THREE MONTHS ENDED
                                                        YEAR ENDED DECEMBER 31,                            MARCH 31,
                                        --------------------------------------------------------     ---------------------
                                         1991        1992        1993        1994         1995         1995         1996
                                        -------     -------     -------     -------     --------     --------     --------
                                               (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                  (UNAUDITED)
<S>                                     <C>         <C>         <C>         <C>         <C>          <C>          <C>
INCOME STATEMENT DATA:
  Net sales............................ $49,946     $57,665     $72,208     $88,820     $118,438     $ 30,453     $ 34,137
  Cost of sales........................  42,639      48,780      59,274      71,280       92,637       24,027       26,467
                                        -------     -------     -------     -------     --------     --------     --------
  Gross profit.........................   7,307       8,885      12,934      17,540       25,801        6,426        7,670
  Operating expenses:
    Engineering........................   1,439       1,477       1,848       2,123        2,504          601          752
    Selling and marketing..............   3,367       3,345       4,232       4,728        5,365        1,258        1,586
    Administrative.....................   3,027       2,986       5,075       4,618        5,138          949        1,177
                                        -------     -------     -------     -------     --------     --------     --------
Operating income (loss)................    (526)      1,077       1,779       6,071       12,794        3,618        4,155
Amortization of FAS 106(1).............      --          --          --      (3,626)          --           --           --
  Interest expense.....................   1,436       1,062       1,055       1,146        1,642          257        1,018
  Other, net...........................     578        (376)       (549)        234          865          219          141
                                        -------     -------     -------     -------     --------     --------     --------
  Income before provision for taxes....  (2,540)        391       1,273       8,317       10,287        3,142        2,996
  Income tax provision (benefit).......    (227)        334         550       3,152        3,680        1,125        1,162
                                        -------     -------     -------     -------     --------     --------     --------
  Net income before change in
    accounting.........................  (2,313)         57         723       5,165        6,607        2,017        1,834
  Change in accounting
    (gain)/loss(2).....................      --        (243)      9,014          --           --           --           --
                                        -------     -------     -------     -------     --------     --------     --------
  Net income (loss)(3)................. $(2,313)    $   300     $(8,291)    $ 5,165     $  6,607     $  2,017     $  1,834
                                        ========    ========    ========    ========    =========    =========    =========
PRO FORMA DATA(4):
  Net income per common share..........                                                 $   0.83     $   0.24     $   0.29
                                                                                        =========    =========    =========
  Weighted average common shares
    outstanding........................                                                 8,114,294    8,114,294    8,114,294
OTHER OPERATING DATA:
  Employees............................     424         459         518         557          581          566          590
  Sales per employee................... $   118     $   126     $   139     $   159     $    204     $     54     $     58
  Capital expenditures.................     346         740         534       1,214        4,189        1,083          201
</TABLE>
 
<TABLE>
<CAPTION>
                                                                        DECEMBER 31,          MARCH 31, 1996
                                                                            1995        --------------------------
                                                                        ------------                       AS
                                                                           ACTUAL         ACTUAL       ADJUSTED(5)
                                                                        ------------    -----------    -----------
                                                                                               (UNAUDITED)
<S>                                                                     <C>             <C>            <C>
BALANCE SHEET DATA:
  Working capital.....................................................    $ 10,735        $14,498        $16,950
  Total assets........................................................      52,024         57,567         56,796
  Total debt..........................................................      37,922         40,140         11,965
  Stockholders' equity................................................     (23,119)       (21,285)         6,771
</TABLE>
 
- ---------------
 
(1) The FAS 106 gain in 1994 resulted from the reduction in the post-retirement
    health care benefits liability reflecting a change in actuarial assumptions
    related to the projected growth in medical costs.
 
(2) Reflects in 1992 a $0.2 million after-tax increase in net income resulting
    from the adoption of a new accounting standard for income taxes (FAS 109)
    and in 1993 a $9 million after-tax decrease in net income resulting from the
    adoption of the accrual basis of accounting for post-retirement health care
    benefits (FAS 106).
 
(3) Net income (loss) per share data have been omitted as such amounts are not
    comparable due to the 1995 Recapitalization.
 
(4) Presented as if the 1995 Recapitalization, the exercise of the Warrants, the
    issuance of shares of Common Stock pursuant to the Offering and the
    application of the estimated net proceeds thereof had occurred on January 1,
    1995. Pro forma net income per share data do not include a $0.6 million
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering is
    consummated.
 
(5) Adjusted as if the exercise of the Warrants, the issuance of shares of
    Common Stock pursuant to the Offering and the application of the estimated
    net proceeds thereof had occurred on March 31, 1996. Reflects a $0.6
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering will
    be consummated. See "Use of Proceeds."
 
                                       13
<PAGE>   16
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following discussion of results of operations and financial condition
is based upon and should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto, the Selected Consolidated Financial Data
and other financial data appearing elsewhere in this Prospectus.
 
GENERAL
 
     Gradall Industries, Inc. was formed in 1985 to acquire all of the
outstanding capital stock of The Gradall Company which primarily manufactured
telescopic boom excavators and variable reach material handlers. Concurrent with
the formation of Gradall Industries, Inc., the Company hired a new management
team and embarked on a strategy to profit from its established tradename by
redesigning and improving both its excavator and material handler product lines
and by strengthening and expanding its distribution network.
 
     The Company's consolidated net sales grew from $72.2 million in 1993 to
$118.4 million in 1995, an increase of $46.2 million or 28.1% per annum. This
increase is largely due to significant growth in the rough-terrain variable
reach material handler market and to the expansion of the Company's excavator
product line. Of the $46.2 million total increase, $33.5 million or 72.5%
reflects growth in the Company's material handler business (including related
service parts), and $12.7 million or 27.5% relates to the growth of its
excavator business (including related service parts).
 
     From 1993 to 1995, sales of excavators grew from $40.2 million to $49.2
million, representing an increase of 10.6% per annum. This growth is due to the
success of the Company's new XL Series excavators which were formally introduced
in March 1993 and to an increase in demand for excavators in the market overall
as the result of expanding applications and improved general economic conditions
during the period. The development of the XL Series excavators significantly
strengthened Gradall's competitive position in the larger market of conventional
crawler excavators. Approximately two-thirds of excavator units sold by the
Company in 1995 were XL Series models. In March 1996, the Company introduced the
new XL 2200 excavator in the 11-14 ton size class at Con Expo, a major industry
trade show. The Company believes that this new model is well-positioned to take
advantage of growth in the niche market for smaller, more versatile
high-pressure excavators.
 
     From 1993 to 1995, sales of material handlers grew from $21.4 million to
$53.6 million, representing an increase of 58.3% per annum. This growth is due
to the overall growth in the market for material handlers and to an increase in
demand for the Company's material handlers. Since 1991, the rough-terrain
variable reach material handler market has more than quadrupled in size in terms
of unit sales. This growth is due to new applications, increased rental demand
and displacement of straight-mast forklifts and small rough-terrain cranes.
 
     The Company also manufactures and markets service parts for its excavators
and material handlers. Sales of service parts grew from $10.7 million in 1993 to
$15.6 million in 1995, representing an increase of 20.7% per annum.
Approximately 75% of service parts sales are related to the excavator product
line. The increasing population of working Gradall excavators and material
handlers provides the Company with a large and growing market for its high
margin service parts business.
 
     The implementation of the Company's strategies to improve manufacturing
processes, product quality and cost control has also contributed to the
Company's growth. In 1995, Gradall invested $4.2 million in capital improvements
and plans to invest in excess of $4 million in capital improvements in each of
1996 and 1997. Gradall believes that the recently completed capital
expenditures, which have improved manufacturing techniques, reduced production
costs, expanded plant capacity and improved quality, have contributed
significantly to its increased sales and profitability and, together with
planned capital expenditures, should benefit profit margins in the future. The
final aspect of the Company's operating strategy is the careful monitoring and
management of Gradall's cost structure to improve margins and profitability.
Material purchases constitute Gradall's largest component of cost of sales with
labor cost being the next largest
 
                                       14
<PAGE>   17
 
component. Improved sourcing and the increased number of long term vendor
agreements have helped control the materials portion of product cost.
 
     In 1994, net income benefited from a $3.6 million gain resulting from the
reduction in the post-retirement health care benefits liability reflecting a
change in actuarial assumptions related to the projected growth in medical
costs. Income before provisions for income taxes in 1992 benefited from a $0.2
million gain resulting from the adoption of new accounting standards for income
taxes, and net income in 1993 was reduced by a charge of $9.0 million, net of
taxes, resulting from the adoption of the accrual basis of accounting for post-
retirement health care benefits.
 
BACKLOG
 
     As of March 31, 1996, the Company's backlog of orders aggregated
approximately $25.0 million compared to approximately $17.9 million at December
31, 1995 and approximately $23.3 million at December 31, 1994. The increase in
backlog of orders at March 31, 1996 is due primarily to an increase in orders
for material handlers. Substantially all backlog orders at March 31, 1996 are
expected to be shipped by June 30, 1996.
 
RESULTS OF OPERATIONS
 
     The following table sets forth, for the periods indicated, items in the
Company's income statements as a percentage of net sales for the periods
indicated(1):
 
<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                              YEAR ENDED DECEMBER 31,            MARCH 31,
                                           ------------------------------   -------------------
                                             1993       1994       1995       1995       1996
                                           --------   --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>        <C>
Net Sales:
  Excavators.............................     55.6%      50.9%      41.5%      40.9%      41.3%
  Material handlers......................     29.6       34.6       45.3       43.6       45.8
  Service parts..........................     14.8       14.5       13.2       15.5       12.9
                                           --------   --------   --------   --------   --------
  Total net sales........................    100.0%     100.0%     100.0%     100.0%     100.0%
Cost of sales............................     82.1       80.3       78.2       78.9       77.5
                                           --------   --------   --------   --------   --------
  Gross profit...........................     17.9       19.7       21.8       21.1       22.5
Operating expenses:
  Engineering............................      2.6        2.4        2.1        2.0        2.2
  Selling and marketing..................      5.9        5.3        4.5        4.1        4.6
  Administrative.........................      7.0        5.2        4.3        3.1        3.4
                                           --------   --------   --------   --------   --------
  Total operating expenses...............     15.4       12.9       11.0        9.2       10.3
                                           --------   --------   --------   --------   --------
Operating income.........................      2.5        6.8       10.8       11.9       12.2
Other expense (income):
  Amortization of FAS 106 (gain).........      0.0       (4.1)       0.0        0.0        0.0
  Interest expense.......................      1.5        1.3        1.4        0.8        3.0
  Other, net.............................     (0.8)       0.3        0.7        0.7        0.4
                                           --------   --------   --------   --------   --------
Income before provision for taxes........      1.8        9.4        8.7       10.3        8.8
Income tax provision.....................      0.8        3.5        3.1        3.7        3.4
                                           --------   --------   --------   --------   --------
Net income before change in accounting...      1.0%       5.8%       5.6%       6.6%       5.4%
                                           ========   ========   ========   ========   ========
</TABLE>
 
- ---------------
 
(1) The sum in any column may not equal the indicated total due to rounding.
 
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
 
     Net sales.  Net sales for the three months ended March 31, 1996 were $34.1
million, an increase of $3.7 million or 12.1%, compared to $30.5 million for the
three months ended March 31, 1995. The increase in net sales was primarily
attributable to a significant increase in sales volume of material handlers, a
moderate increase in sales volume of excavators and price increases affecting
both product lines. Net sales of excavators
 
                                       15
<PAGE>   18
 
for the three months ended March 31, 1996 were $14.1 million, an increase of
$1.6 million or 12.8%, compared to $12.5 million for the three months ended
March 31, 1995. Net sales of material handlers for the three months ended March
31, 1996 were $15.6 million, an increase of $3.0 million or 23.8%, compared to
$12.6 million for the three months ended March 31, 1995. Net sales of service
parts for the three months ended March 31, 1996 were $4.4 million, a decrease of
$0.3 million or 6.4%, compared to $4.7 million for the three months ended March
31, 1995.
 
     Cost of sales.  Cost of sales for the three months ended March 31, 1996
were $26.5 million, an increase of $2.4 million or 10.2%, compared to $24.0
million for the three months ended March 31, 1995. This increase was due to an
increase in sales volume. Cost of sales as a percentage of net sales declined to
77.5% for the three months ended March 31, 1996 from 78.9% for the three months
ended March 31, 1995 primarily due to higher production efficiencies and
economies of higher production volume.
 
     Engineering.  Engineering expense for the three months ended March 31, 1996
was $0.8 million, an increase of $0.2 million or 25.1%, compared to $0.6 million
for the three months ended March 31, 1995. This increase was due to the addition
of engineering personnel to support new product development.
 
     Selling and marketing.  Selling and marketing expenses for the three months
ended March 31, 1996 were $1.6 million, an increase of $0.3 million or 26.1%,
compared to $1.3 million for the three months ended March 31, 1995. This
increase was primarily attributable to the expenses related to the 1996 Con
Expo, a major trade show held every three years.
 
     Administrative.  Administrative expenses for the three months ended March
31, 1996 were $1.2 million, an increase of $0.2 million or 24.0%, compared to
$0.9 million for the three months ended March 31, 1995. This increase was
primarily attributable to higher legal expenses and the addition of professional
employees to support quality control and management information systems.
 
     Interest expense.  Interest expense for the three months ended March 31,
1996 was $1.0 million, an increase of $0.8 million or 296.1%, compared to $0.3
million for the three months ended March 31, 1995. This increase in interest
expense was due to increased borrowings in connection with the 1995
Recapitalization.
 
     Income tax provision.  Income tax expense for the three months ended March
31, 1996 was $1.2 million which was comparable with income tax expense for the
three months ended March 31, 1995 and represented an effective tax rate of 38.8%
and 35.8%, respectively.
 
Fiscal 1995 Compared to Fiscal 1994
 
     Net sales.  Net sales were $118.4 million for fiscal 1995, an increase of
$29.6 million or 33.3%, compared to $88.8 million for fiscal 1994. The increase
in net sales was primarily attributable to a significant increase in sales
volume of material handlers, a moderate increase in sales volume of excavators
and price increases affecting both product lines. Net sales of excavators were
$49.2 million for fiscal 1995, an increase of $4.0 million or 8.9%, compared to
$45.2 million for fiscal 1994. Net sales of material handlers were $53.6 million
for fiscal 1995, an increase of $22.9 million or 74.6%, compared to $30.7
million for fiscal 1994. Net sales of service parts were $15.6 million for
fiscal 1995, an increase of $2.7 million or 20.9%, compared to $12.9 million for
fiscal 1994.
 
     Cost of sales.  Cost of sales were $92.6 million for fiscal 1995, an
increase of $21.4 million or 30.0%, compared to $71.3 million for fiscal 1994.
This increase was due to an increase in sales volume. Cost of sales as a
percentage of net sales declined to 78.2% for fiscal 1995 from 80.3% for fiscal
1994 primarily due to higher production efficiencies and economies of higher
production volume.
 
     Engineering.  Engineering expense was $2.5 million for fiscal 1995, an
increase of $0.4 million or 17.9%, compared to $2.1 million for fiscal 1994.
This increase was due to the addition of engineering personnel to support new
product development.
 
     Selling and marketing.  Selling and marketing expenses were $5.4 million
for fiscal 1995, an increase of $0.6 million or 13.5%, compared to $4.7 million
for fiscal 1994. This increase was primarily attributable to
 
                                       16
<PAGE>   19
 
greater spending for advertising, higher interest expense for distributor
financing plans and prepaid freight on stock service orders.
 
     Administrative.  Administrative expenses were $5.1 million for fiscal 1995,
an increase of $0.5 million or 11.3%, compared to $4.6 million for fiscal 1994.
This increase was primarily attributable to greater post-retirement health care
expenses and an increase in legal expenses.
 
     Interest expense.  Interest expense was $1.6 million for fiscal 1995, an
increase of $0.5 million or 43.3%, compared to $1.1 million for fiscal 1994.
This increase was due to increased borrowings associated with the 1995
Recapitalization which occurred in October 1995.
 
     Income tax provision.  Income tax expense was $3.7 million for fiscal 1995,
an increase of $0.5 million or 16.8%, compared to $3.2 million for fiscal 1994
and represented an effective tax rate of 35.8% for fiscal 1995 and 37.9% for
fiscal 1994.
 
Fiscal 1994 Compared to Fiscal 1993
 
     Net Sales.  Net sales were $88.8 million for fiscal 1994, an increase of
$16.6 million or 23.0%, compared to $72.2 million for fiscal 1993. This increase
was primarily attributable to a significant increase in sales volume of material
handlers, a moderate increase in sales volume of excavators and price increases
affecting both product lines. Net sales of excavators were $45.2 million for
fiscal 1994, an increase of $5.1 million or 12.7%, compared to $40.2 million for
fiscal 1993. Net sales of material handlers were $30.7 million for fiscal 1994,
an increase of $9.3 million or 43.5%, compared to $21.4 million for fiscal 1993.
Net sales of service parts were $12.9 million for fiscal 1994, an increase of
$2.2 million or 20.6%, compared to $10.7 million for fiscal 1993.
 
     Cost of sales.  Cost of sales were $71.3 million for fiscal 1994, an
increase of $12.0 million or 20.3%, compared to $59.3 million for fiscal 1993.
This increase was due to an increase in sales volume. Cost of sales as a
percentage of net sales declined to 80.3% for fiscal 1994 from 82.1% for fiscal
1993 primarily due to higher production efficiencies and economies of higher
production volume.
 
     Engineering.  Engineering expense was $2.1 million for fiscal 1994, an
increase of $0.3 million or 14.9%, compared to $1.8 million for fiscal 1993.
This increase was primarily attributable to reduced expenses in 1993 resulting
from recovery of product engineering costs associated with a special military
project.
 
     Selling and marketing.  Selling and marketing expenses were $4.7 million
for fiscal 1994, an increase of $0.5 million or 11.7%, compared to $4.2 million
for fiscal 1993. This increase was primarily attributable to added service parts
support staff and greater spending for advertising.
 
     Administrative.  Administrative expenses were $4.6 million for fiscal 1994,
a decrease of $0.5 million or 9.0%, compared to $5.1 million for fiscal 1993.
This decrease was primarily attributable to a $0.6 million decrease in
post-retirement health care expenses.
 
     Interest expense.  Interest expense was $1.1 million for fiscal 1994, an
increase of $0.1 million or 8.6%, compared to $1.0 million for fiscal 1993. This
increase resulted from the increase in prime interest rates for 1994 over 1993.
 
     Income tax provision.  Income tax expense was $3.2 million for fiscal 1994,
an increase of $2.6 million or 473.1%, compared with an income tax expense of
$0.6 million for fiscal 1993 and represented an effective tax rate of 37.9% for
fiscal 1994 and 43.2% for fiscal 1993.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     On October 13, 1995, the Company completed the 1995 Recapitalization. In
connection with the 1995 Recapitalization, the Company entered into a securities
purchase agreement pursuant to which the Company issued $10 million of the
Senior Subordinated Notes and the Warrants. The Company also entered into the
Credit Facility pursuant to which the Company borrowed $10 million under the
Term Loan. In addition, the Credit Facility provides a revolving line of credit
of $22 million under the Revolver. The Company may select
 
                                       17
<PAGE>   20
 
from various interest rate options on principal balances outstanding under the
Credit Facility. Under the Revolver, the interest rate options are either LIBOR
plus 2.75% or prime plus 0.75%. Under the Term Loan, the interest rate options
are either LIBOR plus 3.00% or prime plus 1.00%. On December 31, 1995, the
weighted average interest rate under the Credit Facility was 8.9%. In addition,
there were $18.1 million of borrowings under the Revolver and $10 million of the
Term Loan outstanding. On March 31, 1996, the weighted average interest rate
under the Credit Facility was 8.8%. As of the end of the first quarter, there
were $20.3 million of borrowings under the Revolver and $10 million of the Term
Loan outstanding. In addition, on March 31, 1996, there was $1.7 million
available for future borrowings under the Revolver.
 
     The net proceeds of the Offering are proposed to be used as follows: $2
million to redeem all of the outstanding shares of the Preferred Stock; $10
million to redeem all of the Senior Subordinated Notes; $10 million to repay in
full the Term Loan; and the balance of $9.1 million to repay a portion of the
amount outstanding under the Revolver. The pro forma amount of total debt to be
outstanding after the Offering is approximately $12.0 million. Immediately prior
to the consummation of the Offering, the Warrants will be exercised and 449,294
shares of Common Stock will be issued. The Company will incur a non-cash
extraordinary charge against earnings upon the early retirement of the Senior
Subordinated Notes in the amount of approximately $0.6 million, net of a tax
benefit of approximately $0.4 million, attributable to the original issue
discount related to the Senior Subordinated Notes. In addition, the Company will
incur a non-cash charge against earnings in the amount of approximately $0.5
million, net of a tax benefit of approximately $0.3 million, attributable to the
write-off of the deferred financing costs related to the repayment in full of
the Senior Subordinated Notes and the Term Loan and a portion of the Revolver.
These charges will be reflected in the fiscal quarter in which such repayment
occurs.
 
     Substantially all of the Company's assets are pledged to secure the
Company's obligations owed under the Credit Facility. The terms of the Credit
Facility contain, among other provisions, requirements for maintaining various
financial ratios, defined levels of minimum earnings before interest, taxes,
depreciation and amortization, and prohibitions on certain payments, including
dividends on Common Stock. The Company is in the process of amending or
replacing the Credit Facility, so as to reflect the improved financial condition
of the Company after completion of the Offering. The Company is currently
seeking to obtain a revised senior credit facility (the "New Credit Facility")
under which the Company anticipates it will have the ability to borrow up to $25
million on more favorable terms and with financial covenants that would provide
greater financial flexibility to the Company than the terms of the Credit
Facility. No assurance can be given that the Company will be able to obtain the
New Credit Facility on terms acceptable to the Company.
 
     The Company has funded its operations primarily with cash from operations.
The Company generated net cash from (used in) operating activities of
$(1,348,000) for the three months ended March 31, 1996 and $7,570,000 for 1995.
Net cash from (used in) operating activities for the three months ended March
31, 1996 primarily resulted from $1,834,000 of net income, and $579,000 of
non-cash charges to income less deferred taxes which were more than offset by
$(3,761,000) of net cash used by changes in operating assets and liabilities,
primarily a $5,760,000 increase in accounts receivable due to strong shipments
in the first quarter. Net cash from operating activities for 1995 resulted
primarily from $6,607,000 of net income, $908,000 of non-cash charges to income
less deferred taxes and $55,000 of net cash provided by changes in operating
assets and liabilities, primarily a $4,106,000 increase in payables and accruals
that more than offset a $3,618,000 increase in inventory.
 
     Net cash used by investing activities, consisting of purchases of property
and equipment, was $201,000 for the three months ended March 31, 1996 and
$4,159,000 in 1995. These capital expenditures were incurred primarily in
connection with the Company's multi-year program to increase production
efficiencies, labor productivity and the New Philadelphia Facility's output
through investments in new capital equipment. Management anticipates that the
Company's capital expenditures in 1996 will exceed $4 million. Management
believes that the remaining $3.8 million will be funded by cash from operations
and by the New Credit Facility. Management expects to maintain a similar level
of capital spending in 1997 which would also be funded from internally generated
cash flow as well as from borrowings under the New Credit Facility.
 
                                       18
<PAGE>   21
 
     A substantial amount of the Company's working capital is invested in
accounts receivable and inventories. The Company periodically reviews accounts
receivable for noncollectability and inventories for obsolescence and
establishes allowances that it believes are appropriate. In addition, the
Company continuously monitors the level of its purchase orders for raw materials
and correlates these orders, and its inventory balances of the various raw
materials, to its current production schedule. To avoid shortages of raw
materials during periods of increased demand, the Company may from time to time
increase its level of purchases to meet its anticipated future level of
production. After giving effect to the Offering, the Company believes that cash
flow from operations together with funds available under its New Credit Facility
will be adequate to fund its working capital and capital expenditure
requirements for the foreseeable future.
 
ACCOUNTING PRONOUNCEMENTS
 
     Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," is
effective for the year ending December 31, 1996. In the opinion of management,
this statement will not materially impact the Company's financial position or
results of operations.
 
     Statement of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation," is effective for the year ending December 31, 1996. The
Company has not decided how it intends to apply the accounting and disclosure
provisions of this statement.
 
                                       19
<PAGE>   22
 
                                    BUSINESS
 
OVERVIEW
 
     Gradall is a leading manufacturer of hydraulic excavators and material
handlers as well as related service parts. The Company's products are marketed
under the widely respected Gradall tradename and are distinguished by their
unique telescopic boom technology, versatility, productivity and reliability.
Gradall products serve niche markets within the construction equipment industry
and typically command premium prices. In 1995, total sales were $118.4 million,
comprised of $49.2 million in sales of excavators, $53.6 million in sales of
material handlers and $15.6 million in sales of service parts. Since January
1993, the Company has introduced 12 new products which accounted for in excess
of 50% of Gradall's net sales in 1995.
 
     Gradall excavators are typically used by general contractors and government
agencies for ditching, sloping, finished grading, general maintenance and
infrastructure projects. The Company's excavators are sold through approximately
41 independent distributors at approximately 141 locations throughout North
America. The introduction and ongoing development of the Company's XL Series
excavators featuring the unique Gradall rotating, telescopic booms with
high-pressure hydraulics have allowed the Company to continue to dominate its
traditional niche market of wheeled, telescopic boom excavators and to
strengthen its competitive position in the larger market of conventional crawler
excavators, a market historically dominated by knuckle-boom technology.
 
     Gradall rough-terrain variable reach material handlers are typically used
by residential, non-residential and institutional building contractors for
lifting, transporting and placing a wide variety of materials at their point of
use or storage. The Company's material handlers are sold through approximately
40 independent distributors at approximately 120 locations throughout North
America. In addition, Gradall material handlers are available at national rental
companies at over 129 locations. The Company continues to introduce new material
handlers with Gradall's unique 90 degree rear-pivot steering, hydrostatic drive 
and low profile design which provide an exceptional combination of 
maneuverability, versatility and stability. This new product development has 
allowed the Company to increase its market share in the rapidly growing 
rough-terrain variable reach material handler market.
 
     Gradall's strategy is to design and produce high quality hydraulic
excavators and material handlers for niche markets while simultaneously reducing
manufacturing costs and increasing production efficiencies. Gradall's ability to
design and customize each of its product lines to fit the specifications of its
customers augments the uniqueness of the Company's products. In addition, in
1995, the Company commenced a multi-year capital expenditure program designed to
expand plant capacity and reduce production costs by increasing labor efficiency
and equipment productivity and improving quality. Management believes that these
strategies have enabled the Company to increase substantially its profitability
in recent years.
 
THE INDUSTRY
 
     Gradall competes principally in the construction equipment industry. In
1994, the latest year for which U.S. industry figures have been published, sales
of construction equipment exceeded $14 billion. In 1995, total construction
spending was approximately $470 billion. The construction equipment industry is
highly competitive and global in scope. The U.S. construction equipment industry
consists of about 700 manufacturers. The demand for construction equipment is
largely driven by general economic conditions.
 
     Since the beginning of 1993, the construction equipment industry has grown
due to improved general economic conditions, increased public funding for
infrastructure projects and increased demand for rental equipment. The U.S.
Department of Commerce has estimated that more than half of the country's major
highways and one-third of the bridges are in need of some repair. Gradall
management believes that the need for such repairs will continue to benefit the
demand for the Company's products to the extent that funding for such repairs is
available. In addition, construction machinery rentals have increased due to the
need for specific, high-cost equipment for short durations, distributors'
ability to convert rentals into subsequent sales and the lack of an investment
tax credit for purchasers. In particular, the market for material handlers,
which typically are rented by distributors or other rental companies before
being sold in the retail market, has notably
 
                                       20
<PAGE>   23
 
increased over the past several years consistent with the trend towards rental
of construction equipment. Another important element of the current demand for
construction machinery is the replacement of older machines with new and more
versatile ones. The Company believes that the present popularity of machines
with multiple functions, faster work cycles, ease of transport and special
attachments, such as Gradall products, will continue in the future.
 
     Excavators.  The total market for hydraulic excavators in the U.S. grew
from approximately 11,000 units in 1993 to 16,000 units in 1995. The growth in
the market is due to improved general economic conditions and expanding
applications of hydraulic excavators. Excavators were traditionally used for
earth moving and below-ground applications such as trenching, road construction,
site development, mining and irrigation. The use of excavators has expanded to
include many above-ground applications such as demolition, bridge work,
hazardous waste clean-up, scrap handling and forestry work as well as
applications at industrial sites such as mines and steel mills.
 
     The excavator market may be divided into two product categories consisting
of track-mounted "crawler" excavators (which is further divided into several
size classes) and wheel-mounted "wheeled" excavators, which in recent years have
constituted approximately 96% and 4% of the total market for excavators,
respectively. The conventional crawler excavator market has been traditionally
dominated by knuckle-boom technology. The Company manufactures telescopic boom
crawler excavators in three size classes -- 11-14 tons, 19-21 tons and 24-28
tons -- which in 1995 accounted for approximately 11%, 23% and 9% of the total
crawler excavator market, respectively, for a total of approximately 43%. The
remainder of the crawler excavator market is represented by size classes which
are smaller or larger than the sizes currently manufactured by the Company.
Gradall is a leading manufacturer of wheeled telescopic boom excavators. Based
on industry data, the Company estimates that its market share of wheeled
excavators is 50-55% and that its market share of highway speed, telescopic boom
excavators is 85-90%.
 
     Material handlers.  The market for rough-terrain variable reach material
handlers has experienced dynamic growth in recent years due to new applications,
increased rental demand and displacement of straight-mast forklifts and small
rough-terrain cranes. The retail market for material handlers has grown from
approximately 1,900 units in 1993 to more than 4,700 units in 1995. Material
handlers are typically used for lifting, transporting and placing a wide variety
of materials such as bricks, blocks, lumber, drywall, structural steel and
roofing materials at their point of use or storage. The increased use of new
attachments such as buckets, augers, winches, truss booms, side shifting/fork
positioning carriages and swing carriages has contributed to the development of
new applications of material handlers.
 
     The rough-terrain variable reach material handler market is divided into
several size classes. The Company manufactures and markets material handlers in
three size classes -- 6-7,000 lbs., 8-9,000 lbs. and 10,000 lbs. and
over -- which in the aggregate represent over 90% of the total market for
material handlers. Based on industry data, the Company estimates that its market
share of rough-terrain variable reach material handlers is 17-20%.
 
GROWTH STRATEGY
 
     The Company's growth strategy is to design and produce high quality
hydraulic excavators and material handlers for niche markets while
simultaneously reducing manufacturing costs and increasing production capacity.
From 1993 to 1995, the Company introduced 12 new products, and its sales and
operating income increased from $72.2 million to $118.4 million, and from $1.8
million to $12.8 million, respectively. The key components of the Company's
strategy are:
 
     Develop unique products.  The Company remains committed to devoting
significant resources toward engineering and producing unique excavators and
material handlers. With the development of its XL Series excavators, the Company
introduced new products to the conventional crawler excavator market. The XL
Series excavators are exceptional because they combine the versatility of the
Gradall rotating, telescopic boom with the productivity of high-pressure
hydraulics. The XL 2200, introduced in March 1996, is the latest XL Series model
and will compete in the 11-14 ton size class. In 1994, the Company significantly
strengthened its material handler product line with the introduction of a new
model in the 8-9,000 lbs. size class; and, in March
 
                                       21
<PAGE>   24
 
1996, Gradall introduced a new material handler in the 10,000 lbs. and over size
class which is one of the largest material handlers in the industry. The
Company's product development engineers are currently designing additional new
excavators and material handlers which Gradall plans to market in the near
future.
 
     Target niche markets.  The Company is working to continue its leading
position in its traditional niche market of highway speed, telescopic boom
excavators and to gain a leading position in several niche markets in the
conventional crawler market. Prior to 1993, the Company focused on the wheeled
excavator market which represents approximately 4% of the total excavator
market. Although this niche market accounts for a small portion of the overall
excavator market, it is a stable market with historically consistent profit
margins. With the introduction of the XL Series excavators in 1993, the Company
significantly strengthened its competitive position in several size classes of
the conventional crawler excavator market which in the aggregate currently
represent approximately 43% of that market. Gradall believes that it is
well-positioned to take advantage of the niches in the crawler excavator market
which demand premium full-featured products. In the material handler market, the
Company focuses on the segment which demands a reliable premium product that
offers a high level of versatility and maneuverability. The Company believes it
is well-positioned to compete in this dynamically growing market.
 
     Improve manufacturing processes.  An important element of Gradall's growth
strategy is to expand profit margins through improved manufacturing processes.
In 1995, Gradall invested $4.2 million in capital equipment and initiated a
multi-year capital program designed to increase automation and technology,
material utilization and overall output. In addition, Gradall plans to invest in
excess of $4 million in capital equipment in each of 1996 and 1997 as part of
this multi-year capital program. The recent capital expenditures have included
robotic welding systems, fabrication equipment and direct computer-controlled
equipment for cellular production. Gradall has also adopted programs designed to
reward its employees for improvements in overall productivity and profitability.
In addition, the Company has implemented aggressive quality programs in the
areas of statistical process control, warranty reduction and quality assurance.
Gradall believes its recent and planned investments in automation and
technology, material control, productivity incentives and quality programs
should improve its manufacturing processes and benefit profit margins in the
future.
 
     Emphasize quality.  Gradall has adopted a "continuous improvement" strategy
for every facet of its operation. The Company has carried the continuous
improvement concept beyond the scope of the traditional quality definition to
include product development and employee training and development. This strategy
has led to significant reductions in the Company's total cost of quality
(defined as warranty, rework and scrap expenses), which declined from 2.6% of
sales in 1993 to 2.0% in 1995. The Company has implemented statistical process
controls, a monitored product quality review program and a formal supplier
quality assurance program.
 
     Increase distributor support.  The Company believes that its distribution
network is among the strongest in the industry and a core strength for its
future growth. The Company plans to further enhance its distribution network by
continuing to produce unique new products, provide marketing and sales support
through its regional sales managers, and provide technical and service support
through its district service managers.
 
     Expand service parts business.  Management has focused on expanding the
Company's service parts business to increase revenues and profits by taking
advantage of the growth in the working population of Gradall excavators and
material handlers. As a part of this focus, the Company has implemented the
Gradall On Line Distributor ("GOLD") computer system which links the Company and
its distributors to facilitate communications regarding orders, availability and
other information involving Gradall service parts.
 
     Pursue joint venture and international business opportunities.  Although
substantially all of the Company's business has been focused in North America,
the Company believes its increased product development efforts should enable the
Company to take advantage of international opportunities, including
infrastructure development in emerging markets in Europe and Asia. The Company
currently has a joint venture to manufacture and market material handlers in
Eastern Europe and is exploring other international joint venture projects. In
addition, the Company has embarked on a program to obtain its ISO 9001
certification in order to assist the international marketing of its products.
 
                                       22
<PAGE>   25
 
     Capitalize on greater financial flexibility. The Company will use its net
proceeds from this Offering to reduce its debt and better position the Company
to expand the scope of its operations through further development of its
products, manufacturing process and distribution network as well as to pursue
possible acquisitions. The Company believes it will have the opportunity to
participate in the current trend of consolidation in the construction equipment
industry, although it is not currently involved in any active discussions in
this regard.
 
PRODUCTS AND MARKETS
 
     The Company engineers, manufactures and markets premium hydraulic
excavators and material handlers which incorporate Gradall's unique design
features. In addition, the Company manufactures and markets service parts for
its excavators and material handlers. Since January 1993, the Company has
introduced 12 new products which accounted for in excess of 50% of total sales
in 1995.
 
                         REVENUE BY PRODUCT CATEGORY(1)
 
<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31,
                                  ----------------------------------------------
                                  1991      1992      1993      1994       1995
                                  -----     -----     -----     -----     ------
                                              (DOLLARS IN MILLIONS)
<S>                               <C>       <C>       <C>       <C>       <C>
Excavators....................    $30.0     $33.8     $40.2     $45.2     $ 49.2
Material handlers.............      9.5      12.2      21.4      30.7       53.6
Service parts.................     10.5      11.6      10.7      12.9       15.6
                                  -----     -----     -----     -----     ------
Total.........................    $49.9     $57.7     $72.2     $88.8     $118.4
                                  =====     =====     =====     =====     ======
</TABLE>
 
- ---------------
 
(1) The sum in any column may not equal the indicated total due to rounding.
 
Excavators
 
     All Gradall excavators are distinguished by their rotating telescopic boom
technology, versatility, productivity and reliability. Gradall excavators are
typically used for ditching, sloping, finished grading and general maintenance
which often require precise boom and bucket movements which conventional
knuckle-boom excavators cannot provide. Gradall excavators are also used at
various construction sites with restricted overhead clearance areas or other
operating requirements where it would be difficult for conventional knuckle-boom
excavators to operate. Gradall's highway speed excavators are particularly
useful to customers who require their equipment to be at multiple locations
within short periods of time. Gradall excavators compete in the wheeled
excavator category and three size classes in the crawler excavator category.
 
     A brief description of Gradall excavator models is as follows:
 
     G3WD Series E.  This model is a single-engine highway speed excavator
purchased primarily by state and local government agencies. The mobility and
versatility of this product are its primary market strengths since it enables
the user to do the work of three machines -- an excavator, grader and wheeled
loader. The Company's ability to customize this product to meet the
specifications required by government agency bid contracts gives it a particular
competitive advantage.
 
     XL Series.  The Company formally introduced the XL Series in March 1993 to
enhance its competitive position in the larger market segment of conventional
crawler excavators. The XL Series products compete in the 11-14 ton, 19-21 ton
and 24-28 ton size classes which in the aggregate constitute approximately 43%
of the entire crawler excavator market. The XL Series products combine the
versatility of the Gradall telescopic boom technology with the performance of
high-pressure hydraulics. The XL Series products have more than twice the
productivity and efficiency of the Gradall models they replaced.
 
                                       23
<PAGE>   26
 
     XL2000 Series.  This model was introduced in March 1996 and competes in the
     11-14 ton class which represents approximately 11% of the total crawler
     excavator market. This model is designed to meet the needs of residential
     and general contractors. In addition, the Company's plans for the XL2000
     Series include a rough-terrain wheeled version and special industrial
     versions for use in mines and steel mills, respectively.
 
     XL4000 Series.  This model competes in the 19-21 ton class which represents
     approximately 23% of the total crawler excavator market. The XL4000 Series
     is available in both wheeled and crawler versions. This model is widely
     used by municipalities and general contractors.
 
     XL5000 Series.  This model competes in the 24-28 ton class traditionally
     dominated by conventional crawler knuckle-boom excavators. This class
     accounts for approximately 9% of the total crawler excavator market. The XL
     5000 Series is the largest high-pressure hydraulic excavator manufactured
     by the Company and is available in both wheeled and crawler versions. It is
     well-accepted among infrastructure and highway contractors.
 
     In addition to the above-mentioned models which are primarily used in
construction applications, the Company offers excavators in both wheeled and
crawler versions which are used in industrial applications such as mines and
steel mills, respectively. Certain specialized Gradall crawler models are the
accepted standard in the steel industry for cleaning furnaces and ladles and for
other steel mill applications. Gradall excavators have also been specially
designed for mine scaling applications at limestone and salt mines.
 
     The primary features of Gradall excavators are:
 
     Telescopic boom. The rotating, telescopic boom is well-known for its
versatility and strength. The unique design is excellent for production work
such as trenching and earth moving as well as precision work including finished
grading and clean-up.
 
     Wheeled carriers. The Company's highway speed, wheeled carriers are
designed and manufactured by Gradall to meet the needs for a reliable and
durable carrier. They are offered in two, four or six-wheel drive
configurations.
 
     Remote control, single cab operation. All Gradall wheeled excavators are
designed with two cabs -- one for the operation of the carrier and the other for
the operation of the excavator. They are engineered so that one operator can
control the carrier by remote control from the excavator cab. This allows for
greater versatility and adds significantly to the productivity of the machine.
 
     Crawler undercarriages. Gradall crawler undercarriages are specifically
designed and manufactured by the Company to provide the speed and stability
requirements of XL Series hydraulics and increased productivity.
 
     Options/attachments. In addition to a variety of standard features, Gradall
also offers specialized options as requested by customers including air
conditioning, work lights, vandal covers and special auxiliary hydraulics.
Gradall recently announced the introduction of the "telestick" boom attachment
which extends the reach of the XL4000 and XL5000 Series excavators approximately
50% to 45'5" and 50'9", respectively.
 
Material Handlers
 
     All Gradall material handlers are renowned for their maneuverability,
versatility and dependability. Gradall material handlers are typically used for
lifting, transporting and placing a variety of materials such as bricks, blocks,
lumber, drywall, structural steel and roofing materials at their point of use or
storage. The Company manufactures five basic models of material handlers in
three size classes.
 
     A brief description of Gradall material handler models is as follows:
 
     522/524. The 522/524 competes in the 6-7,000 lbs. class which represents
approximately 55% of the total material handler market. It is available in both
two-section and three-section booms which provide a maximum lift height of 24'
and 32', respectively. This model is very cost efficient and is ideally suited
for less demanding applications.
 
                                       24
<PAGE>   27
 
     534C-6. The 534C-6 is the most popular Gradall material handler. It also
competes in the 6-7,000 lbs. class and has a maximum lift height of 36'. This
model is very well-accepted among mason and roofing contractors.
 
     534C-9. The 534C-9 competes in the 8-9,000 lbs. class which represents
approximately 30% of the market and has a maximum lift height of 40'. This model
was introduced in the fall of 1994 and has a strong appeal to framing
contractors.
 
     534C-10. The 534C-10 competes in the 10,000 lbs. and over class which
represents approximately 7% of the market. It has a maximum lift height of 40'
and is ideally suited for operations requiring heavy lifting. This model has
stabilizers as standard equipment to increase its overall capacity at full
reach.
 
     544C. The 544C was introduced in March 1996 and also competes in the 10,000
lbs. and over class. It is one of the industry's largest material handlers and
has a maximum lift height of 55'. This model permits working on buildings as
high as six stories and also includes stabilizers as standard equipment.
 
     The primary features of Gradall material handlers are:
 
     90 degree rear-pivot steering. This is the key feature of a Gradall 
material handler which provides excellent maneuverability by allowing the 
machines to turn within a tight radius. The design keeps the forks and the 
load inside the turning radius while providing the ability to maneuver the 
vehicle in tight areas.
 
     Strong and versatile boom. Gradall material handlers feature one of the
industry's strongest booms. The Gradall boom is capable of handling a variety of
attachments which leads to a high degree of versatility. In addition, Gradall
has a proprietary design to facilitate switching the attachments called
QuickSwitch(TM).
 
     Low profile. A significant advantage of the Gradall material handler is its
low overall height. The vehicle can move under doorways as low as eight feet
while maintaining excellent ground clearance.
 
     Hydrostatic drive. Hydrostatic drive provides the benefits of easier,
no-shift operations, inching capability, quick accelerations and a smooth, even
ride.
 
     Stability. Gradall material handlers operate with the industry's longest
wheelbase and shortest overall length which increase their capacity and
stability. Their engine is mid-mounted within the frame providing uniform weight
distribution and improved visibility.
 
Service Parts
 
     In addition to engineering, manufacturing and marketing hydraulic
excavators and material handlers, the Company produces and sells related service
parts. This is an important source of revenue and profitability for the Company.
Since the Company's products are kept operational for years with parts and
service support, each Gradall product that enters the market provides the
Company with a potential long-term revenue source. Sales of service parts
typically generate high gross margins and historically have been less sensitive
to industry cycles.
 
     In order to increase sales of service parts in the face of growing
competition, the Company focuses on parts availability, marketing and sales
activities. As a part of this focus, the Company has implemented the Gradall On
Line Distributor ("GOLD") computer system which links the Company and its
distributors to facilitate communications regarding orders, availability and
other information involving Gradall service parts. The Company emphasizes the
importance of stocking and marketing service parts and has developed a delivery
system to provide quick shipment of emergency and unit down parts. The Company
provides same day shipment on unit down orders and promotes distributor
incentives for stock orders.
 
Specialized Machines
 
     Gradall has the ability to modify its products to suit the specific needs
of its customers. This ability to produce specialized machines is a part of
Gradall's overall strategy to serve specialty, higher margin markets within the
construction equipment industry. Over 35% of all Gradall excavators are modified
from standard models, and approximately 10% of all Gradall material handlers are
customized with add-on and/or special
 
                                       25
<PAGE>   28
 
attachments. Gradall is able to design and produce specialized machines while
meeting the delivery schedule of its customers. Some of the specialized machines
developed by the Company are now being marketed as standard models; for example,
special excavators created for mine scaling, steel mills and other special
industrial applications have become Gradall standard models.
 
MARKETING & DISTRIBUTION
 
     The Company primarily markets and distributes its products through a
network of independent distributors and rental companies who, in turn, sell or
rent the products to end-users. The Company also sells directly through its own
marketing staff to certain major accounts as well as to customers located
outside the United States. Gradall believes that its distribution network is
among the strongest in the industry and is a core strength of its business. The
Company plans to continue to enhance its distribution network by producing
unique new products, providing marketing and sales support through its regional
sales managers, and by providing technical and service support through its
district service managers.
 
     Gradall excavators are primarily used by general contractors and government
agencies. Gradall material handlers are customarily used by residential,
non-residential and institutional building contractors. Since these are distinct
user bases, the Company markets excavators and material handlers and their
related service parts through two separate distribution networks. The Company's
excavator distribution network is comprised of approximately 41 independent
distributors at approximately 141 locations in North America. The Company's
material handler distribution network is composed of approximately 40
independent distributors at approximately 120 locations. In addition, Gradall
material handlers are available at national rental companies at over 129
locations. No single distributor or rental company accounted for more than 10%
of the Company's sales in 1995.
 
     The Company believes that its ongoing distributor support and training
programs help enhance the competitiveness and increase the strength of its
distribution network. The Company supports the sales, service and rental
activities of its distributors with product advertising, sales literature,
product training and major trade show participation. The independent
distribution network is serviced by the Company's five regional sales managers
for excavators and six regional sales managers for material handlers. Each
regional sales manager is also responsible for developing new distributors
within his region.
 
     The Company provides its distributors with product financing through
agreements with third party financing companies. Such financings include a
Wholesale Floor Plan for distributors and a Retail Finance Plan for end-users,
each with reduced interest rates subsidized by the Company, and a Rental Plan
for distributors.
 
     The Company supports the servicing of its products through a field service
organization consisting of four district service managers located throughout the
United States. The district service managers provide service training and
technical support to the distributors, and act as a liaison among customers,
distributors and the Company on service related matters. The district service
managers are also involved in service parts marketing, sales call support and
product demonstrations. In addition, the Company has three service
representatives at the New Philadelphia Facility who are responsible for
fulfilling the Company's commitment to product reliability.
 
MANUFACTURING
 
     The Company fabricates, welds, machines and assembles the chassis,
telescopic booms, attachments and many component parts for its excavators and
material handlers. The goals of the Company's manufacturing operation are
quality, efficiency, productivity, cost control and on-time delivery. The
Company strives to develop its manufacturing capacity, productivity and quality
through automation and technology, material control, productivity incentives for
employees and quality programs.
 
     Automation and technology. In 1995, Gradall invested $4.2 million in
capital expenditures and initiated a multi-year capital expenditure program
designed to increase production efficiency, promote labor productivity, augment
material utilization and increase output. Gradall plans to invest in excess of
$4 million in capital
 
                                       26
<PAGE>   29
 
improvements in each of 1996 and 1997. Thus far, capital improvements have
included robotic welding systems, laser cutting machines, oxygen assist plasma
cutting machines and direct computer-controlled equipment designed for cellular
production. Planned expenditures will include additional robotic welding
systems, laser cutting machines, oxygen assist plasma cutting machines and a
large computerized boring machine. Gradall believes that the recently completed
capital expenditures, which have reduced production costs, expanded plant
capacity and improved quality, and planned capital expenditures, should benefit
profit margins in the future.
 
     Material control. The Company has instituted and continues to institute
material control improvements. These improvements include the introduction of
just-in-time inventory management, the relocation of certain inventory to the
shop floor to support cell manufacturing, the implementation of set-up reduction
programs and the reduction and control of obsolete and surplus inventory.
 
     Productivity incentives. The Company operates a productivity sharing plan
for its unionized, hourly employees. The plan is an Improshare plan called
"Gainsharing." Gainsharing is a group incentive program that is calculated from
a company-wide measure of productivity. The productivity of the plant is
measured against a base period. Each employee receives a gainshare bonus based
upon the percentage increase in productivity. In 1995, such bonuses averaged 16%
of hourly wages. The Company has an active labor management cooperative
committee which is supported by employee positive action teams. These teams
implement changes in the manufacturing processes which improve quality and
productivity which in turn support the Gainsharing program.
 
     Quality programs. The Company has implemented comprehensive quality
programs, including the following:
 
     Statistical process control. The Company maintains control charts in
     machining, welding and assembly as well as a pre-shipment quality audit
     program on finished machines. The Company plans to continue expanding the
     use of statistical process control charts.
 
     Quality feedback/warranty reduction. Gradall reviews critical quality
     issues on an ongoing basis and initiates corrective actions. A computerized
     warranty system captures early warning reports from field service managers
     as well as details of warranty claims which provide additional input to the
     quality feedback program.
 
     Supplier quality assurance. The Company monitors supplier quality through a
     computer system which records and tracks reports on defective material
     allowing the Company to execute corrective action measures.
 
     Gradall's commitment to automation and technology, material control,
productivity incentives for employees and quality programs have improved the
capacity, productivity and quality of the Company's manufacturing operations.
From 1993 to 1995, the Company increased its unit production by 75% with only a
27% increase in its workforce. The Company's total cost of quality (defined as
warranty, rework and scrap expenses) declined from 2.6% of sales in 1993 to 2.0%
of sales in 1995.
 
ENGINEERING AND DESIGN
 
     Gradall believes that its engineering and design capabilities are among the
Company's major strengths. The engineering and design functions are closely
integrated with the Company's manufacturing and marketing activities. This
allows the Company to integrate new production technology with specific needs of
customers, resulting in expanded market opportunities and increased
profitability for the Company. In 1995, more than 35% of the excavators and 10%
of the material handlers sold by Gradall were customized to meet end-users'
specific requirements.
 
     The Company's manufacturing engineers are involved in both product design
and implementation of capital improvements in order to maximize manufacturing
processes and efficiencies. In addition, the implementation of "concurrent
engineering," in which personnel from engineering, manufacturing, materials
 
                                       27
<PAGE>   30
 
procurement and marketing are simultaneously engaged in new product development
programs, has led to faster new product development time, reduced costs and
improved quality.
 
     Gradall has made significant investments in its engineering systems, which
currently includes a computer-aided design (CAD) system with finite element
analysis (FEA) and three-dimensional solids design capabilities. This system has
greatly expanded Gradall's design capabilities and has significantly reduced the
time required for engineering and design functions.
 
COMPETITION
 
     The markets in which the Company operates are highly competitive. The
Company faces competition in each of its product lines from a number of
different manufacturers, some of which have greater financial and other
resources than the Company. The principal competitive factors affecting the
markets for the Company's products include performance, functionality, price,
brand recognition, customer service and support, and product availability.
 
     The excavator market may be divided into two product categories of
track-mounted "crawler" excavators (which is further divided into several size
classes) and wheel-mounted "wheeled" excavators, which constitute approximately
96% and 4% of the total market for excavators, respectively. The conventional
crawler excavator market has been traditionally dominated by knuckle-boom
technology. The leading producers of conventional crawler excavators are Case
Corp., Caterpillar Inc., Deere & Co. and Komatsu, Ltd. The Company manufactures
telescopic boom crawler excavators in three size classes -- 11-14 tons, 19-21
tons and 24-28 tons -- which in 1995 accounted for approximately 11%, 23% and 9%
of the total crawler excavator market, respectively, for a total of
approximately 43%. Gradall's XL Series excavators are designed to appeal to
niche markets in these size classes which require the versatility of the Gradall
telescopic boom technology with the performance of high-pressure hydraulics. The
remainder of the crawler excavator market is represented by size classes which
are smaller or larger than the sizes currently manufactured by the Company.
 
     Gradall is a leading manufacturer of wheeled telescopic boom excavators.
Based on industry data, the Company estimates that its market share of all
wheeled excavators is 50-55% and that its market share of highway speed,
telescopic boom excavators is 85-90%. The Company has only one competitor in the
highway speed, telescopic boom excavator market.
 
     The rough-terrain variable reach material handler market is divided into
several size classes. The Company manufactures and markets material handlers in
three size classes -- 6-7,000 lbs., 8-9,000 lbs. and 10,000 lbs. and
over -- which in the aggregate represent over 90% of the total market for
material handlers. Based on industry data, the Company estimates that its market
share of all material handlers is 17-20%. Other than Gradall, the principal
producers of variable reach material handlers are JCB Inc., Lull Industries,
Inc. and Trak International, Inc. No manufacturer has a market share in excess
of 25%.
 
                                       28
<PAGE>   31
 
SUPPLIERS
 
     The Company purchases component parts and raw materials from a variety of
manufacturers, the most significant of which are set forth below:
 
<TABLE>
<CAPTION>
                                     SUPPLIER                       COMPONENTS
                    -----------------------------------------------------------------
                    <S>                                       <C>
                    Rexroth                                   Hydraulics
                    Rockwell International                    Axles
                    Cummins Engine                            Engines
                    Bethlehem Steel                           Steel
                    Parker Hannifin                           Hydraulic components
                    Iowa Industrial Hydraulics                Cylinders
                    Robinson Steel                            Steel
                    Auburn Gear                               Torque hubs
                    Firestone/Bridgestone                     Tires
                    Kurdziel Industries                       Counterweights
</TABLE>
 
     The Company selects suppliers that can provide the lowest cost, highest
quality and best product availability. The quality and timely delivery of the
Company's supplies are important to the Company's overall product quality.
Whenever possible, the Company attempts to establish long-term purchasing
agreements to control cost, quality and availability, and identify alternative
sources of supply to protect its manufacturing process against the
unavailability of component parts and raw materials.
 
FACILITIES
 
     The Company operates from a single company-owned facility in New
Philadelphia, Ohio. The facility contains 429,320 square feet and is located on
a 66 1/2 acre site. The facility accommodates the Company's corporate offices,
manufacturing operations and warehouse.
 
EMPLOYEES
 
     As of March 31, 1996, Gradall employed 590 people -- 395 hourly and 195
salaried. The Company's hourly employees are represented by the International
Association of Machinists and Aerospace Workers and are currently working under
a three-year contract which will expire in March 1997. In the history of the
Company, there have been two strikes by the union employees -- the first in 1975
and the second in 1994 in connection with the negotiation of the current
contract. There can be no assurance that the Company will be able to negotiate
satisfactory contracts with the union in the future or that the Company's union
employees will not participate in any work stoppage which could have an adverse
effect on the operations of the Company.
 
ENVIRONMENTAL REGULATION
 
     The Company is subject to various federal, state and local environmental
laws and regulations, including those governing discharges into the air and
water, as well as the handling and disposal of solid and hazardous wastes.
Pursuant to these laws and regulations, the Company may also be required from
time to time to remediate environmental contamination associated with releases
of hazardous substances. The Company has made and will continue to make capital
and other expenditures to comply with such environmental laws and regulations.
Such expenditures presently are not material and although there can be no
assurances, the Company currently anticipates that such expenditures will not be
material in the future.
 
                                       29
<PAGE>   32
 
LEGAL PROCEEDINGS
 
     Due to the nature of its products, the Company may be subject to
significant claims for product liability. The Company is a party to various
lawsuits seeking damages for alleged product liability arising from the use of
its products. The Company currently maintains product liability insurance with
an annual aggregate limit of $6 million subject to a self-insurance retention in
the amount of $225,000 per claim. There can be no assurance that the Company's
insurance policy would be adequate to cover potential product liability claims.
A successful claim against the Company in excess of the Company's insurance
coverage could have an adverse effect on the financial results of the Company.
In each of the fiscal years ended December 31, 1995, 1994 and 1993, the
Company's product liability costs for any claim have not exceeded its
self-insurance retention amount.
 
     In addition to product liability claims, the Company is a defendant in a
complaint filed in the Superior Court of Los Angeles County, California on
January 14, 1994 by one of its distributors. The complaint alleges that the
Company discriminated in pricing and distributing its product to the detriment
of the plaintiff, and seeks $4.5 million in compensatory damages, unspecified
punitive damages and other relief. The Company is vigorously defending the case
and believes that the results of the litigation will not have a material adverse
effect on the operations or financial condition of the Company.
 
                                       30
<PAGE>   33
 
                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The following table sets forth certain information regarding the Company's
executive officers and directors.
 
<TABLE>
<CAPTION>
             NAME                      AGE                      POSITION
- ------------------------------    -------------    -----------------------------------
<S>                               <C>              <C>
Barry L. Phillips(1)(2).......         54          President and Director
David S. Williams.............         55          Vice President, Marketing & Sales
                                                   and Director
Joseph H. Keller..............         49          Vice President, Engineering
James C. Cahill...............         43          Vice President, Manufacturing
Bruce A. Jonker...............         54          Vice President, Chief Financial
                                                   Officer and Treasurer
Sangwoo Ahn(1)(2).............         57          Director and Chairman of the Board
John A. Morgan(3).............         65          Director
Perry J. Lewis(2)(3)..........         58          Director
William C. Ughetta,                    35          Director
  Jr.(1)(3)...................
Jack D. Rutherford(1).........         62          Director
Ernest Green(4)...............         58          Director
</TABLE>
 
- ---------------
 
(1) Member of the Executive Committee.
 
(2) Member of the Compensation Committee.
 
(3) Member of the Audit Committee.
 
(4) To be elected prior to the consummation of the Offering.
 
     Mr. Phillips has been a director of the Company since 1995 and has served
as President of The Gradall Company since 1985. Prior to joining the Company,
Mr. Phillips spent 26 years with International Harvester and was the plant
manager of its Farmall Plant in Rock Island, Illinois.
 
     Mr. Williams has been a director of the Company since October 1995 and has
served as Vice President, Marketing and Sales of The Gradall Company since 1986.
Prior to that, Mr. Williams served in various positions at International
Harvester, including General Sales Manager.
 
     Mr. Keller joined The Gradall Company in 1981 and has served as Vice
President, Engineering and Secretary since 1987.
 
     Mr. Cahill joined The Gradall Company in 1982 and has served as Vice
President, Manufacturing since October 1992.
 
     Mr. Jonker joined The Gradall Company in 1973 and has served as Vice
President, Chief Financial Officer and Treasurer since June 1994.
 
     Mr. Ahn was a Co-Chairman of the Board from October 1995 to March 1996 and
has been Chairman of the Board since March 1996. Mr. Ahn is a founding partner
of Morgan Lewis Githens & Ahn ("MLGA"), a privately-owned international
investment banking and leveraged buyout firm which was founded in 1982. Mr. Ahn
has served as a general partner of MLGAL Partners L.P. ("MLGAL"), a Connecticut
limited partnership and the general partner of MLGA Fund II, L.P. ("Fund II"),
since its formation in 1987. Mr. Ahn also serves on the Board of Directors of
Haynes International, Inc., Kaneb Pipeline Partners, L.P., Kaneb Services, Inc.,
PAR Technology Corporation, Quaker Fabric Corporation, Stuart Entertainment,
Inc. and ITI Technologies, Inc.
 
                                       31
<PAGE>   34
 
     Mr. Morgan has been a director of the Company since 1995. Mr. Morgan is a
founding partner of MLGA and has served as a general partner of MLGAL since its
formation. Mr. Morgan also serves on the Board of Directors of TriMas
Corporation, Flight Safety International, MascoTech, Inc., Masco Corp., Allied
Digital Technologies, Inc., Haynes International, Inc. and McDermott
International Incorporated.
 
     Mr. Lewis has been a director of the Company since 1995. Mr. Lewis is a
founding partner of MLGA and has served as a general partner of MLGAL since its
formation. Mr. Lewis also serves on the Board of Directors of Aon Corporation,
Evergreen Media Corporation, Tyler Corporation, Quaker Fabric Corporation,
Stuart Entertainment, Inc., Haynes International, Inc. and ITI Technologies,
Inc.
 
     Mr. Ughetta has been a director of the Company since 1995. Mr. Ughetta has
been a general partner of MLGA and MLGAL since 1994. Prior to that, Mr. Ughetta
served as a Vice President of MLGA and MLGAL from 1990 to 1994. Mr. Ughetta also
serves on the Board of Directors of ITI Technologies, Inc.
 
     Mr. Rutherford has been a director of the Company since its formation in
1985. Mr. Rutherford has served as Chairman of the Board and Chief Executive
Officer of the Company from 1985 to October 1995 and as Co-Chairman of the Board
from October 1995 until March 1996. He has served as President and Vice Chairman
of ICM Krebsoge, Inc., a manufacturer of component parts for the automotive
industry, since January 1993. Mr. Rutherford serves as Vice Chairman of Magna
LLC, a holding company whose operating subsidiary manufactures hydraulic
cylinders, pumps and valves. Mr. Rutherford also serves on the Board of
Directors of Code Alarm, Inc.
 
     Mr. Green has been selected to serve as a director of the Company and will
be elected prior to the consummation of the Offering. Mr. Green is the founder
of, and since its foundation in 1981, has served as President and Chief
Executive Officer of EGI, Inc., a manufacturer of automotive components. He is
also President of Florida Production Engineering, Inc., a subsidiary of EGI,
Inc. Mr. Green also serves on the Board of Directors of Accordia, Inc., Bank
One, Dayton, N.A., DP&L Inc., Duriron Company, Inc. and Eaton Corporation.
 
     Directors who are not officers or employees of the Company will receive
$1,000 per attended meeting and $20,000 per annum for serving as directors of
the Company.
 
     Each director is elected for a term of one year. Each director, except Mr.
Green, has been nominated and elected pursuant to the terms of a shareholders
agreement. The provisions of the shareholders agreement which relate to the
nomination and election of directors will terminate upon the closing of this
Offering.
 
                                       32
<PAGE>   35
 
EXECUTIVE COMPENSATION
 
     The following table provides information relating to compensation for the
year ended December 31, 1995 for the Chief Executive Officer and the other four
most highly compensated executive officers of the Company (collectively, the
"Named Executive Officers").
 
                       1995 SUMMARY COMPENSATION TABLE(1)
 
<TABLE>
<CAPTION>
                                                               LONG-TERM
                                                              COMPENSATION
                                                           ------------------
                                  ANNUAL COMPENSATION          SECURITIES
                                  --------------------         UNDERLYING          ALL OTHER
 NAME AND PRINCIPAL POSITION       SALARY       BONUS           OPTIONS           COMPENSATION
- ------------------------------    --------     -------     ------------------     ------------
<S>                               <C>          <C>         <C>                    <C>
Barry L. Phillips, President      $165,666     $99,000            28,373            $ 18,290(2)
David S. Williams, Vice            139,524      75,000            25,220              12,534(3)
  President, Marketing and
  Sales
Joseph H. Keller, Jr., Vice         88,806      50,000             6,305               5,139(4)
  President, Engineering
James C. Cahill, Vice               80,681      55,500            12,610               5,064(4)
  President, Manufacturing
Bruce A. Jonker, Vice               78,792      55,500            12,610               5,064(4)
  President and Chief
  Financial Officer
</TABLE>
 
- ---------------
 
(1) Under rules promulgated by the Securities and Exchange Commission, since the
    Company was not a reporting company during the three immediately preceding
    fiscal years, only the information with respect to the most recent completed
    fiscal year is reported in the Summary Compensation Table.
 
(2) Includes $2,534 the Company contributed on behalf of Mr. Phillips to its
    Supplemental Executive Retirement Plan, $10,226 in life insurance premiums
    the Company paid pursuant to a split-dollar life insurance agreement with
    Mr. Phillips and $5,530 in life insurance premiums the Company paid pursuant
    to a deferred compensation agreement with Mr. Phillips.
 
(3) Includes $2,534 the Company contributed on behalf of Mr. Williams to its
    Supplemental Executive Retirement Plan and $10,000 in life insurance
    premiums the Company paid pursuant to a deferred compensation agreement with
    Mr. Williams.
 
(4) Represents the amount the Company contributed on behalf of the Named
    Executive Officer to its Supplemental Executive Retirement Plan.
 
STOCK OPTION PLAN
 
     Effective as of October 13, 1995, the Company adopted a Stock Option Plan
(the "Option Plan") under which incentive stock options intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
may be granted. Officers and key employees of the Company are entitled to
participate in the Option Plan. The Option Plan is administered by a committee
designated by the Board of Directors which selects the optionees and determines:
(i) the number of shares of Common Stock subject to each option; (ii) the
vesting schedule of the option; (iii) the exercise price, which cannot be less
than 100% of the estimated fair value of the Common Stock on the date of grant;
and (iv) the duration of the option, which cannot exceed 10 years. The Option
Plan does not provide for the grant of stock appreciation rights. A total of
315,226 shares of Common Stock have been reserved for issuance under the Option
Plan and, as of December 31, 1995, options covering 132,406 shares of Common
Stock were outstanding under the Option Plan, none of which are currently
exercisable.
 
     The following table provides information relating to stock options granted
to the Named Executive Officers for the year ended December 31, 1995.
 
                                       33
<PAGE>   36
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                               INDIVIDUAL GRANTS                        POTENTIAL REALIZABLE
                             -----------------------------------------------------
                                            % OF TOTAL                                 VALUE AT ASSUMED ANNUAL
                             NUMBER OF       OPTIONS                                    RATES OF STOCK PRICE
                             SECURITIES     GRANTED TO     EXERCISE                    APPRECIATION FOR OPTION
                             UNDERLYING     EMPLOYEES       OR BASE                             TERM
                              OPTIONS       IN FISCAL        PRICE       EXPIRATION    -----------------------
          NAME               GRANTED(1)        YEAR        ($/SH)(2)       DATE          5%($)        10%($)
- -------------------------    ----------     ----------     ---------     ---------     ---------     ---------
<S>                          <C>            <C>            <C>           <C>           <C>           <C>
Barry L. Phillips........      28,373           21%          $2.71        10/12/05      $ 48,441     $ 122,256
David S. Williams........      25,220           19            2.71        10/12/05        43,058       108,673
James C. Cahill..........      12,610           10            2.71        10/12/05        21,529        54,335
Bruce A. Jonker..........      12,610           10            2.71        10/12/05        21,529        54,335
Joseph H. Keller, Jr.....       6,305            5            2.71        10/12/05        10,765        27,168
</TABLE>
 
- ---------------
 
(1) All options become exercisable in three equal annual installments commencing
    on October 13, 1996.
 
(2) Pursuant to the Option Plan, the exercise price of options outstanding under
    the Option Plan is the estimated fair market value of the shares of Common
    Stock on the date of grant as determined by the Board of Directors. Reflects
    estimated fair market value based upon the per share consideration of each
    executive's investment in shares of the Common Stock in connection with the
    1995 Recapitalization.
 
STOCK OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS VALUES
 
     The following table provides information relating to the number and value
of securities underlying unexercised stock options held by the Named Executive
Officers as of December 31, 1995.
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                           NUMBER OF SECURITIES
                                                                          UNDERLYING UNEXERCISED
                                                                       OPTIONS AT FISCAL YEAR- END(1)
                                                                       -----------------------------
                                NAME                                   EXERCISABLE     UNEXERCISABLE
- --------------------------------------------------------------------   -----------     -------------
<S>                                                                    <C>             <C>
Barry L. Phillips...................................................        0              28,373
David S. Williams...................................................        0              25,220
James C. Cahill.....................................................        0              12,610
Bruce A. Jonker.....................................................        0              12,610
Joseph H. Keller, Jr................................................        0               6,305
</TABLE>
 
- ---------------
 
(1) None of the options granted under the Option Plan is currently exercisable.
    Therefore, no options were exercised during the fiscal year ended December
    31, 1995, nor were any options exercisable on December 31, 1995. Pursuant to
    the Option Plan, the exercise price of any option is the estimated fair
    market value of the shares of Common Stock at the date of the grant, as
    determined by the Board of Directors. All of the outstanding options were
    granted on October 13, 1995, and their estimated fair market value is based
    upon the per share consideration of each executive's investment in shares of
    the Common Stock in connection with the 1995 Recapitalization. The Company
    believes that the fair market value of the shares of Common Stock on
    December 31, 1995 was the same as their estimated fair market value on
    October 13, 1995. Therefore, no options granted under the Option Plan were
    "In-the-Money" at December 31, 1995.
 
                                       34
<PAGE>   37
 
PENSION PLAN
 
     Under The Gradall Company Employees' Retirement Plan (the "Retirement
Plan"), benefits are payable to all eligible employees of the Company, other
than employees who participate in a separate retirement plan for bargaining unit
employees. The pension plan table below sets forth the estimated annual benefit,
computed as a straight-life annuity, payable under the Retirement Plan and at
the normal retirement age of 65:
 
<TABLE>
<CAPTION>
                                                            YEARS OF SERVICE
                            --------------------------------------------------------------------------------
           REMUNERATION          15               20               25               30               35
           ------------     ------------     ------------     ------------     ------------     ------------
             <S>              <C>              <C>              <C>              <C>              <C>
             $125,000         $   18,751       $   25,001       $   31,251       $   37,502       $   43,751
              150,000             22,500           30,000           37,500           45,000           52,500
              175,000             22,500           30,000           37,500           45,000           52,500
              200,000             22,500           30,000           37,500           45,000           52,500
              225,000             22,500           30,000           37,500           45,000           52,500
              250,000             22,500           30,000           37,500           45,000           52,500
</TABLE>
 
     The Retirement Plan provides a benefit, based upon years of service with
the Company since October 1983, and upon final average base compensation (i.e.,
salary only) for the five highest consecutive calendar years of the ten years
preceding retirement. The benefits under the Retirement Plan are not subject to
any deduction for Social Security or other amounts. The credited years of
service at December 31, 1995 for the Named Executive Officers were as follows:
Mr. Phillips, 10; Mr. Williams, 10; Mr. Cahill, 12; Mr. Jonker, 12; and Mr.
Keller, 12. The Company has also adopted a non-qualified supplemental retirement
plan for certain officers and key employees, including Messrs. Cahill, Jonker
and Keller (the "Restoration Plan"). The Restoration Plan provides an additional
benefit to participants retiring before age 65, and is intended to minimize the
effect of revised actuarial reduction factors utilized in calculating normal
benefits under certain provisions of the Code and the Employee Retirement Income
Security Act of 1974.
 
EMPLOYMENT AGREEMENTS
 
     The Company has entered into employment agreements with Mr. Phillips and
Mr. Williams. Mr. Phillips' agreement provides for the continuation of his
employment as President at an annual salary of $166,000. Mr. Williams' agreement
provides for the continuation of his employment as Vice President, Marketing and
Sales at an annual salary of $140,000. The salaries of Mr. Phillips and Mr.
Williams may be increased from time to time at the discretion of the Company.
The term of each agreement is for a period of one year expiring in October 1996.
The term is automatically extended for successive one-year periods unless
terminated upon the notice required by the agreement. If the Company terminates
either agreement prior to November 1, 1997, for any reason other than "for
cause," death or disability, the Company is required to continue to make all
payments due thereunder for a period of 24 months. If the Company terminates
either agreement after November 1, 1997, the severance period is reduced to 12
months.
 
     The Company has also entered into employment agreements with Messrs.
Keller, Cahill and Jonker which provide for the continuation of their employment
at current salaries and benefit levels, subject to annual increases at the
discretion of the Company. The term of each agreement is for a period of one
year, which automatically renews for successive one-year terms unless terminated
by the Company upon written notice. If the Company terminates the employment of
Messrs. Keller, Cahill or Jonker for any reason other than "for cause," the
Company is required to continue to make all payments due under the employment
agreement for a period of 14 months, subject to offset for amounts earned by the
officer from other employment.
 
DEFERRED COMPENSATION
 
     The Company maintains a Supplemental Executive Retirement Plan for the
benefit of certain key employees of the Company as selected by the Board of
Directors including each of the Named Executive Officers (the "SERP"). Pursuant
to the terms of the SERP, participants may elect to defer all or any portion
 
                                       35
<PAGE>   38
 
of their compensation and contribute such deferral to the SERP. All participant
deferrals are immediately and fully vested. The Company may make contributions
to the SERP at the discretion of the Board of Directors. Company contributions
are 50% vested after the participant reaches age 55 and are fully vested once
the participant reaches age 60. In addition, Company contributions fully vest
upon the death or disability of the participant or in the event of a change of
control of the Company. If a participant's employment is terminated "for cause,"
all Company contributions allocated to such participant's account are forfeited.
All amounts contributed to the SERP, whether as a result of Company
contributions or participant deferrals have been used to purchase whole life
insurance policies on the life of the participant. As of December 31, 1995, life
insurance policies purchased under the SERP included policies on the lives of
Mr. Phillips in the aggregate face amount of $174,000; Mr. Williams in the
aggregate face amount of $103,573; Mr. Keller in the aggregate face amount of
$199,234; Mr. Cahill in the aggregate face amount of $253,446; and Mr. Jonker in
the aggregate face amount of $138,030. Upon the death of the insured, the entire
proceeds of the policy will be paid to insured's designated beneficiary. The
insured is entitled to receive the policy upon the termination of his employment
as a result of disability or retirement after age 60. The Company's contribution
to the SERP during fiscal 1995 is included in "All Other Compensation" column of
the "Summary Compensation Table" above.
 
     Effective July 1989, the Company entered into a Deferred Compensation
Agreement with Mr. Phillips. Pursuant to this Agreement, upon the termination of
Mr. Phillips' employment with the Company at any time after age 65, the Company
will pay to Mr. Phillips or his designated beneficiary in the event of his
death, the sum of $78,687 per year for fifteen years. Upon the death of Mr.
Phillips while employed by the Company, Mr. Phillips' designated beneficiary is
entitled to receive the death benefit payable under a life insurance policy in
the face amount of $125,000. Upon termination of employment as a result of
disability, Mr. Phillips has the option of receiving the net cash surrender
value of this policy or an assignment of the policy. The Company pays all
premiums due under this policy. Premiums paid by the Company for this life
insurance policy during fiscal 1995, are included in "All Other Compensation"
column of the "Summary Compensation Table" above.
 
     The Company has entered into a Split-Dollar Life Insurance Agreement with
Mr. Phillips with respect to an insurance policy on the life of Mr. Phillips
with a death benefit of $500,000. Pursuant to the terms of the agreement, Mr.
Phillips pays the portion of the premium attributable to the PS-58 cost of the
policy, funded by an off-setting bonus from the Company, and the Company pays
the balance of the premium. Upon the death of Mr. Phillips or the cancellation
of the policy, the Company is entitled to receive the premiums it has paid under
the policy and a portion of the cash value of the policy. The balance of the
policy proceeds will be paid to Mr. Phillips or his designated beneficiary.
Premiums paid by the Company for this life insurance policy during fiscal 1995
are included in "All Other Compensation" column of the "Summary Compensation
Table" above.
 
     Effective July 1989, the Company entered into a Deferred Compensation
Agreement with Mr. Williams. Pursuant to this agreement, upon the termination of
Mr. Williams' employment with the Company at any time after age 60 or as a
result of his disability or death, the Company will pay to Mr. Williams, or his
designated beneficiary in the event of his death, the sum of $30,000 per year
for 15 years. This deferred compensation payment is funded in part through an
insurance policy on the life of Mr. Williams. Mr. Williams contributes $2,469
per year towards the payment of the premium due under this policy, as a deferral
of his compensation. The Company contributes the balance of the premiums due
under the policy which is $10,000 per year. Premiums paid by the Company for
this life insurance policy during fiscal 1995 are included in "All Other
Compensation" column of the "Summary Compensation Table" above.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     During 1995, the Compensation Committee of the Board of Directors consisted
of Sangwoo Ahn and Perry J. Lewis, both of whom are non-employee directors, and
Barry L. Phillips, who is an executive officer of the Company. Mr. Phillips does
not participate in the deliberations of the Compensation Committee concerning
his compensation.
 
                                       36
<PAGE>   39
 
                 1995 RECAPITALIZATION AND CERTAIN TRANSACTIONS
 
     In October 1995, the Company consummated a series of transactions which
resulted in the 1995 Recapitalization. As a result of the 1995 Recapitalization,
Fund II and its affiliates acquired 82.5% of the Company's Common Stock, certain
officers and key employees of Gradall acquired 10% of the Company's Common
Stock, and the percentage ownership of the Company's Common Stock held by the
Existing Stockholders was reduced from 100% to 7.5%. As a part of the 1995
Recapitalization, the Company issued 140 shares of the Preferred Stock to the
Existing Stockholders which represents 100% of the Company's total outstanding
Preferred Stock. In connection with the 1995 Recapitalization, the Company
entered into a securities purchase agreement pursuant to which the Company
issued $10 million of the Senior Subordinated Notes and the Warrants. The
Company also entered into a loan and security agreement (the "Credit Facility")
pursuant to which the Company borrowed $10 million under the Term Loan. In
addition, the Credit Facility provides a revolving line of credit of $22 million
under the Revolver.
 
     In connection with the 1995 Recapitalization, Barry L. Phillips and David
S. Williams exchanged their rights to acquire equity interests in the Company
for 277,000 shares of Common Stock of the Company, a cash payment of $1,800,000
and a tax gross-up of $746,000 in the case of Mr. Phillips, and 138,500 shares
of Common Stock, a cash payment of $900,000 and a tax gross-up payment of
$373,000 in the case of Mr. Williams. In addition, as a part of the 1995
Recapitalization, Bruce A. Jonker and James C. Cahill each received 27,700
shares of Common Stock and tax gross-up payments of $33,750, and Joseph H.
Keller, Jr. received 13,850 shares of Common Stock and a tax gross-up payment of
$16,875. The cash and the gross-up payments made to the Company's executive
officers reduced the redemption price paid to the Existing Stockholders by the
Company. Also in connection with the 1995 Recapitalization, the Company entered
into a shareholders agreement with its existing stockholders which provides in
part for the grant of certain registration rights to them. See "Shares Eligible
for Future Sale." In addition, the Company paid to MLGA a financial advisory fee
of $750,000.
 
     In January 1995, the Company entered into a Supply Agreement with Iowa
Industrial Hydraulics, Inc. ("Iowa"), a wholly owned subsidiary of Magna Holding
Inc. ("Magna"). Prior to the 1995 Recapitalization, Magna was a wholly owned
subsidiary of the Company and, pursuant to the terms of the 1995
Recapitalization, is now owned by the Existing Stockholders, including Mr.
Rutherford who is a director of the Company. The term of the Supply Agreement is
a rolling three year term, subject to either party's right to terminate at the
end of the then current term or for breach. Pursuant to the terms of the Supply
Agreement, the Company purchases hydraulic cylinders from Iowa at agreed prices,
subject to annual increases determined pursuant to a formula. During the fiscal
year ended December 31, 1995, the Company paid Iowa $1,721,265 for products
purchased under the Supply Agreement. The Company believes that the prices and
other terms of the Supply Agreement are no less favorable to the Company than
those which would be available in similar transactions with unaffiliated third
parties.
 
                                       37
<PAGE>   40
 
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
     The following table sets forth beneficial ownership of the shares of Common
Stock as of the date of this Prospectus, and as adjusted to give effect to the
Offering and the cancellation and redemption of the Preferred Stock by (i) each
stockholder known by the Company to be the beneficial owner of more than five
percent of the Common Stock immediately prior to the Offering, (ii) each Selling
Stockholder, (iii) each Director of the Company, (iv) each Named Executive
Officer and (v) all executive officers and directors of the Company as a group.
Unless otherwise indicated, all shares are owned directly and the indicated
owner has sole voting and dispositive power with respect thereto. The Common
Stock constitutes the only class of equity securities of the Company which will
be outstanding after the Offering.
 
<TABLE>
<CAPTION>
                                  SHARES BENEFICIALLY                        SHARES TO BE
                                     OWNED PRIOR TO                       BENEFICIALLY OWNED
                                      OFFERING(1)          NUMBER OF     AFTER OFFERING(1)(2)
                                  --------------------      SHARES       --------------------
       NAME AND ADDRESS            NUMBER       PERCENT     OFFERED       NUMBER      PERCENT
- ------------------------------    ---------     ------     ---------     ---------    -------
<S>                               <C>           <C>        <C>           <C>          <C>
MLGA Fund II, L.P.(3).........    4,352,857       72.7%     550,706      3,802,151      46.9%
Barry L. Phillips.............      277,000        4.6            0        277,000       3.4
Jack D. Rutherford............      207,750        3.5            0        207,750       2.6
David S. Williams.............      138,500        2.3            0        138,500       1.7
James C. Cahill...............       27,700        0.5            0         27,700       0.3
Bruce A. Jonker...............       27,700        0.5            0         27,700       0.3
Joseph H. Keller, Jr..........       13,850        0.2            0         13,850       0.2
Sangwoo Ahn(3)(4).............    4,408,678       73.6      550,706      3,857,972      47.5
John A. Morgan(3)(4)..........    4,408,678       73.6      550,706      3,857,972      47.5
Perry J. Lewis(3)(4)..........    4,408,678       73.6      550,706      3,857,972      47.5
William C. Ughetta,
  Jr.(3)(4)...................    4,371,026       73.0      550,706      3,820,320      47.1
Ira Starr(3)(4)...............    4,364,932       72.9      550,706      3,814,226      47.0
Mellon Ventures, L.P..........      220,154        3.7      220,154              0       0.0
Marlborough Capital Investment
  Fund, L.P...................      229,140        3.8      229,140              0       0.0
All Fund II affiliates as a
  group.......................    4,570,500       76.3      550,706      4,019,794      49.5
All Directors, Director
  Nominees and Executive
  Officers as a group (10
  persons)....................    5,230,989       87.3      550,706      4,680,283      57.7
Total shares outstanding......    5,989,294      100.0%                  8,114,294     100.0%
</TABLE>
 
- ---------------
 
(1) Pursuant to the regulations of the Commission, shares are deemed to be
    "beneficially owned" by a person if such person directly or indirectly has
    or shares the power to vote or dispose of such shares whether or not such
    person has any pecuniary interest in such shares or the right to acquire the
    power to vote or dispose of such shares within 60 days, including any right
    to acquire through the exercise of any option, warrant or right.
 
(2) Assumes no exercise of the Underwriters' over-allotment option.
 
(3) The business address for Fund II and Messrs. Ahn, Lewis, Morgan, Starr and
    Ughetta is Two Greenwich Plaza, Greenwich, CT 06830.
 
(4) Includes 4,352,857 shares held by Fund II. As general partners of MLGAL,
    which is the general partner of Fund II, Messrs. Ahn, Lewis, Morgan, Starr
    and Ughetta may be deemed to be beneficial owners of shares held by Fund II.
    Messrs. Ahn, Lewis, Morgan, Starr and Ughetta disclaim beneficial ownership
    of the shares held by Fund II.
 
                                       38
<PAGE>   41
 
                          DESCRIPTION OF CAPITAL STOCK
 
     Upon completion of the Offering, the authorized capital stock of the
Company will consist of 18,000,000 shares of Common Stock, par value $.001 per
share, and 2,000,000 shares of Preferred Stock, par value $.001 per share, of
which 8,114,294 shares of Common Stock will be issued and outstanding and no
shares of Preferred Stock will be issued and outstanding. As of May 31, 1996,
132,406 shares of Common Stock were reserved for issuance pursuant to
outstanding options. The Company intends to redeem, with a portion of the net
proceeds of the Offering, all outstanding shares of the Preferred Stock. See
"Use of Proceeds." The following description is a summary of the capital stock
of the Company and is subject to and qualified in its entirety by reference to
the provisions of the Amended and Restated Certificate of Incorporation and the
Amended and Restated Bylaws of the Company, copies of which are included as
exhibits to the Registration Statement of which this Prospectus is a part.
 
COMMON STOCK
 
     The issued and outstanding shares of Common Stock are, and the shares being
offered by the Company will be, when issued, fully paid and nonassessable. Each
outstanding share of Common Stock is entitled to one vote on all matters
submitted to a vote of stockholders. The holders of outstanding shares of Common
Stock are entitled to receive dividends out of assets legally available therefor
at such times and in such amounts as the Board of Directors may from time to
time determine. See "Dividend Policy." Holders of Common Stock have no
preemptive, conversion, redemption or sinking fund rights. Upon liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to receive pro rata the assets of the Company which are legally
available for distribution, after payment of all debts and other liabilities,
subject to the prior rights of any Preferred Stock then outstanding. There is no
cumulative voting. Therefore, the holders of a majority of the shares of Common
Stock voted in an election of directors can elect all of the directors then
standing for election, subject to any rights of the holders of any then
outstanding Preferred Stock. See "Risk Factors -- Control by MLGA Fund II, L.P."
 
PREFERRED STOCK
 
     The Board of Directors is authorized, subject to any limitations prescribed
by law, to issue preferred stock in one or more classes or series and to fix the
designations, voting powers, preferences, rights, qualifications, limitations or
restrictions of any such class or series, including dividend rights, dividend
rates, redemption prices and terms, conversion rights and liquidation
preferences of each class or series of Preferred Stock, without any further vote
or action by the stockholders of the Company. The issuance of Preferred Stock by
the Board of Directors could adversely affect the rights of holders of Common
Stock. For example, Preferred Stock could have preferences over the Common Stock
with respect to dividends and in liquidation and (upon conversion or otherwise)
also enjoy all of the rights appurtenant to the Common Stock.
 
LIMITATION OF LIABILITY; INDEMNIFICATION
 
     As permitted by the Delaware General Corporation Law (as amended from time
to time, the "DGCL"), the Amended and Restated Certificate of Incorporation
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by the DGCL (which currently provides
that such liability may be so limited, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit).
 
     Each person who is or was a party to any action by reason of the fact that
such person is or was a director or officer of the Company shall be indemnified
and held harmless by the Company to the fullest extent permitted by the DGCL.
This right to indemnification also includes the right to have paid by the
Company the expenses incurred in connection with any such proceeding in advance
of its final disposition, to the fullest
 
                                       39
<PAGE>   42
 
extent permitted by the DGCL. In addition, the Company may, by action of the
Board of Directors, provide indemnification to such other officers, employees
and agents of the Company to such extent as the Board of Directors determines to
be appropriate under the DGCL.
 
     As a result of this provision, the Company and its stockholders may be
unable to obtain monetary damages from a director for breach of his duty of
care. Although stockholders may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, stockholders may
not have any effective remedy against the challenged conduct if equitable
remedies are unavailable. The Company also reserves the right to purchase and
maintain directors' and officers' liability insurance.
 
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
 
     The Company is subject to Section 203 of the DGCL which, subject to certain
exceptions, prohibits a Delaware corporation from engaging in a business
combination (as defined therein) with an "interested stockholder" (defined
generally as any person who beneficially owns 15% or more of the outstanding
voting stock of the Company or any person affiliated with such person) for a
period of three years following the date that such stockholder became an
interested stockholder, unless (i) prior to such date the board of directors of
the corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation at the time the transaction commenced (excluding
for purposes of determining the number of shares outstanding those shares owned
(a) by directors who are also officers of the corporation and (b) by employee
stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) on or subsequent to such date the business
combination is approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of at least
66 2/3% of the outstanding voting stock of the corporation not owned by the
interested stockholder.
 
TRANSFER AGENT
 
     The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C., 450 West 33rd Street, New York, NY 10001.
 
                                       40
<PAGE>   43
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Upon completion of the Offering, the Company will have outstanding
8,114,294 shares of Common Stock. Of these shares, the 3,125,000 shares of
Common Stock sold in the Offering (3,593,750 shares if the Underwriters'
over-allotment option is exercised in full) will be freely tradeable without
restriction or further registration under the Securities Act, unless such shares
are owned by "affiliates" of the Company as that term is defined in Rule 144
under the Securities Act. The remaining 4,989,294 shares of Common Stock
(4,520,544 shares if the Underwriters' over-allotment option is exercised in
full) are "restricted securities" as that term is defined under Rule 144 and,
accordingly, may not be sold unless they are registered under the Securities Act
or are sold pursuant an applicable exemption from registration, including Rule
144. Holders of the 4,989,294 shares of Common Stock (4,520,544 shares if the
Underwriters' over-allotment option is exercised in full) constituting
"restricted securities" have entered into a lock-up agreement with the
Underwriters pursuant to which they have agreed not to sell or otherwise dispose
of any shares of such stock for a period of 180 days after the date of this
Prospectus without the prior written consent of Dillon, Read & Co. Inc. which
may, in its sole discretion and at any time without prior notice, release all or
any portion of the shares of Common Stock subject to such lock-up agreement. See
"Description of Capital Stock" and "Underwriting."
 
     In connection with the 1995 Recapitalization, the Company entered into a
shareholders agreement with its existing stockholders which provides in part for
the grant of registration rights to the holders of the "restricted securities."
Pursuant to these registration rights, Fund II and its affiliates may require
the Company to file one or more registration statements with respect to shares
of Common Stock held by them, at any time and from time to time. The Existing
Shareholders may require the Company to file a registration statement with
respect to shares of Common Stock held by them at any time after one year from
the date of this Prospectus, which registration statement may include shares of
Common Stock held by certain officers and key employees of the Company, at the
option of such officers and key employees. In addition to these "demand"
registration rights, each of Fund II and the Existing Stockholders have the
right to have shares of Common Stock held by them included in any registration
statement filed by the Company.
 
     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate, who has beneficially owned
shares for at least two years (including the holding period of any prior owner
except an affiliate) is entitled to sell in "broker's transactions" or to market
makers, within any three-month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed the greater of (i) 1% of the
then outstanding shares of the Common Stock (approximately 81,143 shares
immediately after the Offering) or (ii) generally, the average weekly trading
volume in the Common Stock during the four calendar weeks preceding the filing
of a Form 144 with respect to such sale, and subject to certain other
limitations and restrictions. In addition, a person who is not deemed to have
been an affiliate of the Company at any time during the three months preceding a
sale, and who has beneficially owned the shares proposed to be sold for at least
three years, would be entitled to sell such shares under Rule 144(k) without
regard to the volume and other requirements described above.
 
     Prior to the Offering, there has not been any public market for the Common
Stock. No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of substantial additional
amounts of Common Stock in the public market, or the perception that such sales
could occur, could adversely affect the prevailing market price of the Common
Stock.
 
                                       41
<PAGE>   44
 
                                  UNDERWRITING
 
     The names of the Underwriters of the shares of Common Stock offered hereby
and the aggregate number of shares which each has severally agreed to purchase
from the Company and the Selling Stockholders, subject to the terms and
conditions specified in the Underwriting Agreement, are as follows:
 
<TABLE>
<CAPTION>
                                                                                NUMBER OF
                                   UNDERWRITERS                                  SHARES
                                   ------------                                 ---------
     <S>                                                                        <C>
     Dillon, Read & Co. Inc..................................................
     McDonald & Company Securities, Inc......................................
                                                                                ---------
               Total.........................................................
                                                                                 ========
</TABLE>
 
     The Managing Underwriters are Dillon, Read & Co. Inc. and McDonald &
Company Securities, Inc.
 
     The Underwriters are committed to purchase all of the shares of Common
Stock offered hereby, if any are so purchased. The Underwriting Agreement
contains certain provisions whereby, if any Underwriter defaults in its
obligation to purchase such shares, and the aggregate obligations of the
Underwriters so defaulting do not exceed ten percent of the shares offered
hereby, some or all of the remaining Underwriters must assume such obligations.
 
     The Underwriters propose to offer the shares of Common Stock directly to
the public initially at the offering price per share set forth on the cover page
of this Prospectus and to certain dealers at such price less a concession not in
excess of $     per share. The Underwriters may allow, and such dealers may
re-allow, concessions not in excess of $     per share to certain other dealers.
The offering of the shares is made for delivery when, as and if accepted by the
Underwriters and subject to prior sale and withdrawal, cancellation or
modification of the offer without notice. The Underwriters reserve the right to
reject any order for the purchase of the shares. After the public offering of
the Common Stock, the public offering price and the concessions may be changed
by the Managing Underwriters.
 
     The Selling Stockholders have granted to the Underwriters an option for 30
days from the date of this Prospectus to purchase up to 468,750 additional
shares of Common Stock at the initial public offering price less the
underwriting discount set forth on the cover page of this Prospectus. The
Underwriters may exercise such option only to cover over-allotments of the
Common Stock offered hereby. To the extent the Underwriters exercise this
option, each Underwriter will be obligated, subject to certain conditions, to
purchase the number of additional shares of Common Stock proportionate to such
Underwriter's initial commitment.
 
     The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make in respect
thereof.
 
     The Company, the Selling Stockholders and the other stockholders of the
Company prior to the Offering have agreed, subject to certain exceptions, not to
sell, contract to sell, grant any option to sell, or otherwise dispose of,
directly or indirectly, any shares of Common Stock or securities convertible
into or exchangeable or exercisable for Common Stock or warrants or other rights
to purchase Common Stock or permit the registration of Common Stock, for a
period of 180 days from the date of this Prospectus, without the prior written
consent of Dillon, Read & Co. Inc.
 
     Prior to the Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price for the Common Stock has
been determined by negotiation among the Company, the Selling Stockholders and
the Managing Underwriters. Factors considered in determining the initial public
offering price were prevailing market conditions, the state of the Company's
development, recent financial results of the Company, the future prospects of
the Company and its industry, market valuations of securities of companies
engaged in activities deemed by the Managing Underwriters to be similar to those
of the Company and other factors deemed relevant.
 
     The Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority.
 
                                       42
<PAGE>   45
 
                                    EXPERTS
 
     The consolidated financial statements of the Company as of December 31,
1995 and for the one-year period ended December 31, 1995 included in this
Prospectus and the related financial statement schedules included elsewhere in
the registration statement have been audited by Coopers & Lybrand L.L.P.
("Coopers"), independent auditors, as stated in their reports appearing herein
and elsewhere in the registration statement, and have been so included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
 
     The consolidated financial statements of the Company as of December 31,
1994 and for the two-year period ended December 31, 1994 included in this
Prospectus and the related financial statement schedules included elsewhere in
the registration statement have been audited by Rea & Associates, Inc. ("Rea"),
independent auditors, as stated in their reports appearing herein and elsewhere
in the registration statement, and have been so included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.
 
                             CHANGE IN ACCOUNTANTS
 
     In connection with the 1995 Recapitalization, in October 1995, Coopers was
engaged as the Company's independent accountants. Prior to October 1995, Rea had
been the Company's independent accountants. The decision to change independent
accountants was approved by the Company's Board of Directors. In the period from
January 1, 1994 through October 1995, Rea issued no audit report on any of the
Company's financial statements which contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, and there were no disagreements with Rea on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures.
 
                                 LEGAL MATTERS
 
     Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Black, McCuskey, Souers & Arbaugh, Canton,
Ohio and for the Underwriters by Davis Polk & Wardwell, New York, New York.
 
                             ADDITIONAL INFORMATION
 
     Prior to the Offering, the Company has not been subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with any amendments thereto,
the "Registration Statement") under the Securities Act with respect to the
shares being offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which have been omitted as permitted by
the Rules and Regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document referred to
herein are not necessarily complete, and in each instance in which a copy of
such contract or other document has been filed as an exhibit to the Registration
Statement, reference is made to such copy and each such statement is qualified
in all respects by such reference.
 
     As a result of this Offering, the Company will be subject to the
informational requirements of the Exchange Act, and, in accordance therewith,
will file reports and other information with the Commission. A copy of the
Registration Statement, the exhibits and schedules forming a part thereof and
the reports and other information filed by the Company in accordance with the
Exchange Act may be inspected without charge at the offices of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at certain regional offices
of the Commission located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 13th Floor, 7 World Trade
Center, New York, New York 10048. Copies of such material may also be obtained
from the Public Reference Section of the Commission, Washington, D.C. 20549,
upon payment of the fees prescribed by the Commission. Such material may also be
accessed electronically by means of the Commission's home page on the Internet
at http://www.sec.gov.
 
                                       43
<PAGE>   46
 
                            GRADALL INDUSTRIES, INC.
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
Report of Independent Accountants on the Consolidated Balance Sheet as of December 31,
  1995 and the Consolidated Statements of Income, Changes in Stockholders' Equity and
  Cash Flows for the one year in the period ended December 31, 1995...................   F-2
Report of Independent Accountants on the Consolidated Balance Sheet as of December 31,
  1994 and the Consolidated Statements of Income, Changes in Stockholders' Equity and
  Cash Flows for the two years in the period ended December 31, 1994..................   F-3
Consolidated Balance Sheets as of December 31, 1994 and 1995 and March 31, 1996
  (unaudited).........................................................................   F-4
Consolidated Statements of Income for the years ended December 31, 1993, 1994 and 1995
  and the three months ended March 31, 1995 and 1996 (unaudited)......................   F-6
Consolidated Statements of Changes in Stockholders' Equity for the years ended
  December 31, 1993, 1994 and 1995 and the three months ended March 31, 1996
  (unaudited).........................................................................   F-7
Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and
  1995 and the three months ended March 31, 1995 and 1996 (unaudited).................   F-8
Notes to the Consolidated Financial Statements........................................  F-10
</TABLE>
 
                                       F-1
<PAGE>   47
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
Board of Directors
Gradall Industries, Inc.
 
     We have audited the accompanying consolidated balance sheet of Gradall
Industries, Inc. (formerly ICM Industries, Inc.) and Subsidiaries as of December
31, 1995 and the related consolidated statements of income, stockholders'
equity, cash flows and financial statement schedule (listed in Item 16(b) of
this Form S-1) for the year then ended. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audit.
 
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
     In our opinion, the 1995 consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Gradall Industries, Inc. and Subsidiaries as of December 31, 1995,
and the consolidated results of their operations and their cash flows for the
year then ended in conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
 
Coopers & Lybrand L.L.P.
Cleveland, Ohio
March 11, 1996
 
                                       F-2
<PAGE>   48
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
Board of Directors
Gradall Industries, Inc.
 
     We have audited the accompanying balance sheet of Gradall Industries, Inc.
and Subsidiaries (formerly ICM Industries, Inc. and Subsidiaries) as of December
31, 1994 and the related consolidated statements of income, retained earnings,
cash flows and financial statement schedule (listed in Item 16(b) of this Form
S-1) for the year then ended, and also the statements of income, retained
earnings, cash flows and financial statement schedule (listed in Item 16(b) of
this Form S-1) for the year ended December 31, 1993. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audit.
 
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
     In our opinion, the 1994 and 1993 consolidated financial statements
referred to above present fairly, in all material respects, the consolidated
financial position of Gradall Industries, Inc. and Subsidiaries as of December
31, 1994, and the consolidated results of their operations and their cash flows
for the year then ended, as well as the consolidated results of their operations
and their cash flows for the year ended December 31, 1993, in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
 
     As discussed in Note 1, the Company was recapitalized in 1995. At that time
certain subsidiaries of the company were transferred to former shareholders.
Accordingly, the accompanying financial statements exclude these subsidiaries.
 
Rea & Associates, Inc.
New Philadelphia, Ohio
June 17, 1996
 
                                       F-3
<PAGE>   49
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
                                                               1994        1995
                                                              -------     -------      MARCH 31,
                                                                                         1996
                                                                                      -----------
                                                                                      (UNAUDITED)
<S>                                                           <C>         <C>         <C>
Current assets:
     Cash.................................................    $   160     $ 1,537       $ 2,206
     Accounts receivable - trade, net of allowance for
       doubtful accounts of $33, $62 and $52..............     11,659      12,151        17,911
     Inventories..........................................     14,892      18,510        17,688
     Prepaid expenses and deferred charges................        272         429           310
     Deferred income taxes................................        803       1,371         1,371
                                                              -------     -------     -----------
          Total current assets............................     27,786      33,998        39,486
Deferred income taxes.....................................      4,550       5,143         5,217
Property, plant and equipment, net........................      7,106      10,619        10,466
Other assets:
     Deferred financing costs, net of accumulated
       amortization.......................................         36       1,573         1,493
     Other................................................        755         691           905
                                                              -------     -------     -----------
          Total other assets..............................        791       2,264         2,398
                                                              -------     -------     -----------
          Total assets....................................    $40,233     $52,024       $57,567
                                                              =======     =======     =========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-4
<PAGE>   50
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED BALANCE SHEETS, CONTINUED
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
                                                               1994        1995
                                                              -------     -------      MARCH 31,
                                                                                         1996
                                                                                      -----------
                                                                                      (UNAUDITED)
<S>                                                           <C>         <C>         <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Capital lease obligation, current portion............    $    87     $   172       $   175
     Long-term debt, current portion......................      7,701       1,350         1,800
     Accounts payable -- trade............................     10,329      14,672        12,197
     Accrued other expenses:
          Salaries........................................      1,350         514           738
          Legal...........................................        315       1,256         1,365
          Vacation........................................        996       1,050         1,267
          Warranty........................................      1,066       1,272         1,353
          Income taxes....................................        434      (2,156)        1,434
          Other...........................................      3,145       5,133         4,659
                                                              -------     -------     -----------
          Total current liabilities.......................     25,423      23,263        24,988
                                                              -------     -------     -----------
Long term obligations:
     Capital lease obligation, net of current portion.....        330         619           574
     Long-term debt, net of current portion...............      3,116      35,781        37,591
     Accrued post-retirement benefit cost.................     13,045      13,824        14,043
     Other long term liabilities..........................      1,453       1,656         1,656
                                                              -------     -------     -----------
          Total long term obligations.....................     17,944      51,880        53,864
                                                              -------     -------     -----------
          Total liabilities...............................     43,367      75,143        78,852
                                                              -------     -------     -----------
Stockholders' equity:
     Common shares, no par value; 2,200 shares authorized;
       1,000 issued and outstanding in 1995...............                      1             1
     Common shares, no par value; 1,000 shares authorized;
       200 shares issued and outstanding in 1994
     Preferred shares, noncumulative, par value $.01 per
       share, 300 shares authorized; 140 issued and
       outstanding in 1995................................                  2,000         2,000
     Additional paid-in capital...........................                 11,999        11,999
     Additional paid-in capital -- warrants...............                  1,000         1,000
     Accumulated deficit..................................     (3,134)    (38,119)      (36,285)
                                                              -------     -------     -----------
          Total stockholders' (deficit)...................     (3,134)    (23,119)      (21,285)
                                                              -------     -------     -----------
          Total liabilities and stockholders' equity......    $40,233     $52,024       $57,567
                                                              =======     =======     =========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-5
<PAGE>   51
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                       CONSOLIDATED STATEMENTS OF INCOME
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED
                                                 YEARS ENDED DECEMBER 31,           MARCH 31,
                                              ------------------------------    ------------------
                                               1993       1994        1995       1995       1996
                                              -------    -------    --------    -------    -------
                                                                                   (UNAUDITED)
<S>                                           <C>        <C>        <C>         <C>        <C>
Net sales...................................  $72,208    $88,820    $118,438    $30,453    $34,137
Cost of sales...............................   59,274     71,280      92,637     24,027     26,467
                                              -------    -------    --------    -------    -------
     Gross profit...........................   12,934     17,540      25,801      6,426      7,670
Operating expenses:
     Engineering............................    1,848      2,123       2,504        601        752
     Selling and marketing..................    4,232      4,728       5,365      1,258      1,586
     Administrative.........................    5,075      4,618       5,138        949      1,177
                                              -------    -------    --------    -------    -------
          Total operating expenses..........   11,155     11,469      13,007      2,808      3,515
                                              -------    -------    --------    -------    -------
          Operating income..................    1,779      6,071      12,794      3,618      4,155
Other expense (income):
     Amortization of FAS 106 gain...........              (3,626)
     Interest expense.......................    1,055      1,146       1,642        257      1,018
     Other..................................     (549)       234         865        219        141
                                              -------    -------    --------    -------    -------
          Net other expense (income)........      506     (2,246)      2,507        476      1,159
                                              -------    -------    --------    -------    -------
          Income before provision for
            taxes...........................    1,273      8,317      10,287      3,142      2,996
Income tax provision........................      550      3,152       3,680      1,125      1,162
                                              -------    -------    --------    -------    -------
          Net income before change in
            accounting......................      723      5,165       6,607      2,017      1,834
Change in accounting for post-retirement
  benefits, net of taxes of $6,009..........    9,014
                                              -------    -------    --------    -------    -------
          Net income (loss).................  $(8,291)   $ 5,165    $  6,607    $ 2,017    $ 1,834
                                              =======    =======    ========    =======    =======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-6
<PAGE>   52
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                    ADDITIONAL     ADDITIONAL
                                           COMMON     PREFERRED      PAID-IN        PAID-IN       ACCUMULATED
                                           STOCK        STOCK        CAPITAL        WARRANTS        DEFICIT          TOTAL
                                           ------     ---------     ----------     ----------     -----------     -----------
<S>                                        <C>        <C>           <C>            <C>            <C>             <C>
Balance December 31, 1992................                                                          $     (35)      $      (35)
     Net loss............................                                                             (8,291)          (8,291)
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance December 31, 1993................                                                             (8,326)          (8,326)
     Net income..........................                                                              5,165            5,165
     Pension adjustment..................                                                                 27               27
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance December 31, 1994................                                                             (3,134)          (3,134)
     Net income..........................                                                              6,607            6,607
     Stock dividend......................    $1                                                           (1)
     Issuance of 825 shares..............     1                      $ 10,499                                          10,500
     Issuance of 100 shares to
       employees.........................                               1,500                                           1,500
     Redemption of 825 shares............    (1)                                                     (39,591)         (39,592)
     Issuance of 81.1 common stock
       warrants..........................                                            $1,000                             1,000
     Issuance of 140 preferred shares....              $ 2,000                                        (2,000)
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance December 31, 1995................     1          2,000         11,999         1,000          (38,119)         (23,119)
     Net income..........................                                                              1,834            1,834
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance March 31, 1996 (unaudited).......    $1        $ 2,000       $ 11,999        $1,000        $ (36,285)      $  (21,285)
                                           ======      =======        =======       =======        =========         ========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-7
<PAGE>   53
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                              THREE MONTHS ENDED
                                                             YEARS ENDED DECEMBER 31,              MARCH 31,
                                                         --------------------------------     -------------------
                                                           1993        1994        1995        1995        1996
                                                         --------     -------     -------     -------     -------
<S>                                                      <C>          <C>         <C>         <C>         <C>
Cash flows from operating activities:
     Net income (loss).................................  $ (8,291)    $ 5,165     $ 6,607     $ 2,017     $ 1,834
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
          Post-retirement benefit transition
            obligation.................................    16,130      (3,085)        779         195         219
          Depreciation and amortization................     1,111         945       1,206         257         434
          Pension and other compensation accruals......                    27
          Deferred income taxes........................    (6,137)        992      (1,161)        (66)        (74)
          Equity loss on investment....................                    14          43
          Loss on sale of property, plant and
            equipment..................................       (14)        (13)         41
          (Increase) in accounts receivable............    (1,339)     (1,338)       (492)     (2,114)     (5,760)
          (Increase) in inventory......................    (2,126)     (2,906)     (3,618)        644         822
          (Increase) decrease in prepaid expenses......      (175)         48        (157)        125         119
          Decrease (increase) in other assets..........      (105)         10          13         (35)       (214)
          Increase (decrease) in accounts payable and
            accrued expenses...........................      (350)      5,804       4,106       2,634       1,272
          Increase (decrease) in accrued other
            long-term liabilities......................       946        (579)        203          (6)
                                                         --------     -------     -------     -------     -------
          Net cash provided by (used in) operating
            activities.................................      (350)      5,084       7,570       3,651      (1,348)
                                                         --------     -------     -------     -------     -------
Cash flows from investing activities:
     Proceeds from sale of property, plant and
       equipment.......................................        58          21          30
     Purchase of property, plant and equipment.........      (534)     (1,214)     (4,189)     (1,083)       (201)
     Investment in joint venture.......................                  (100)
                                                         --------     -------     -------     -------     -------
          Net cash used in investing activities........      (476)     (1,293)     (4,159)     (1,083)       (201)
                                                         --------     -------     -------     -------     -------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-8
<PAGE>   54
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                              THREE MONTHS ENDED
                                                             YEARS ENDED DECEMBER 31,              MARCH 31,
                                                         --------------------------------     -------------------
                                                           1993        1994        1995        1995        1996
                                                         --------     -------     -------     -------     -------
<S>                                                      <C>          <C>         <C>         <C>         <C>
Cash flows from financing activities:
     Issuance of 825 common shares.....................                            10,500
     Issuance of 100 common shares to employees........                             1,500
     Net borrowings under lines of credits.............     1,415      (3,461)                 (1,679)      2,260
     Proceeds from note payable........................                 2,448
     Redemption of 825 common shares...................                           (39,592)
     New debt incurred in connection with the
       recapitalization, including $1 million of common
       stock warrants..................................                            38,941
     Debt repaid in the recapitalization transaction...                           (10,802)
     Recapitalization expenses.........................                            (1,654)
     Repayments on capital leases......................       (24)        (86)       (102)        (19)        (42)
     Other debt repayments.............................       (86)     (3,026)       (825)
                                                         --------     -------     -------     -------     -------
          Net cash provided by (used in) financing
            activities.................................     1,305      (4,125)     (2,034)     (1,698)      2,218
                                                         --------     -------     -------     -------     -------
          Net increase (decrease) in cash..............       479        (334)      1,377         870         669
                                                         --------     -------     -------     -------     -------
     Cash, beginning of period.........................        15         494         160         160       1,537
                                                         --------     -------     -------     -------     -------
     Cash, end of period...............................  $    494     $   160     $ 1,537     $ 1,030     $ 2,206
                                                         ========     =======     =======     =======     =======
     Supplemental disclosure:
          Cash paid for:
               Income taxes............................  $     89     $ 1,273     $ 4,460
                                                         ========     =======     =======
               Interest................................  $    867     $   858     $ 1,029
                                                         ========     =======     =======
Other:
     Amounts financed through capital leases...........  $    318     $   430     $   476
                                                         ========     =======     =======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-9
<PAGE>   55
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                             (DOLLARS IN THOUSANDS)
 
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION:
 
     Gradall Industries, Inc. (the Company), formerly ICM Industries Inc. (ICM),
is a holding company. The consolidated financial statements include the Company
and its wholly-owned subsidiaries, The Gradall Company and Gradall Investment
Company.
 
     The Gradall Company manufactures and sells excavating and materials
handling equipment to public and private sector customers throughout the world.
 
     On September 15, 1995, ICM entered into a Recapitalization Agreement (the
"Recapitalization" or the "Agreement"), which was effective October 13, 1995,
under which ICM (a) issued common shares comprising an 82.5% common equity
interest to MLGA Fund II, L.P. and partners for a price of $10.5 million; (b)
redeemed a portion of the common shares owned by Jack D. Rutherford and David T.
Shelby at a purchase price of $44.5 million, less costs and expenses of the
transaction, certain payments to officers and employees, amounts required to
retire existing indebtedness of The Gradall Company, and further adjusted as
required in the Agreement for working capital, income taxes, property additions
and cash balances as of the effective date of the transaction; (c) issued 140
shares of Preferred Stock with a liquidation preference of $2 million to Messrs.
Rutherford and Shelby; (d) issued common shares representing 10% of its
outstanding common stock to certain officers and employees, and (e) distributed
certain non Gradall investments to Messrs. Rutherford and Shelby pursuant to a
plan of partial liquidation.
 
     The Recapitalization was financed under a Loan and Security Agreement with
Heller Financial, Inc. for a $10 million term loan repayable in installments
through September 30, 2000 and up to $22 million in revolving loan commitments
for a period of five years, along with a Securities Purchase Agreement with The
Marlborough Capital Investment Fund, L.P. and Mellon Ventures, Inc. for $10
million of 12.5% Senior Subordinated Notes due October 31, 2003 and warrants for
81.1 shares of common stock. These transactions are being accounted for as a
leveraged recapitalization under which the existing basis of accounting will be
continued, and assets and liabilities of the continuing business are being
carried forward. Under the Agreement the name of ICM has been changed to Gradall
Industries, Inc.
 
     Sources and uses of cash in connection with these transactions are
summarized below:
 
<TABLE>
          <S>                                                            <C>
          Sources of Cash:
               Purchase of 825 shares by MLGA Fund II, L.P.............     $10,500
               Purchase of 100 shares by employees.....................       1,500
               Borrowing from Heller Financial, Inc. - Term Loan.......      10,000
               Borrowing from Heller Financial, Inc. - Revolvers.......      17,941
               12.5% Senior Subordinated Notes.........................      10,000
               Company funds...........................................       2,809
                                                                         -------------
                                                                            $52,750
                                                                         ==========
          Uses of cash:
               Repayment of State of Ohio debt.........................     $ 1,323
               Repayment of Bank One debt, including accrued interest
                 of $43................................................       9,482
               Acquisition of 825 shares from Rutherford and Shelby....      39,592
               Financing and other transaction costs...................       2,353
                                                                         -------------
                                                                            $52,750
                                                                         ==========
</TABLE>
 
     The purchase price is to be further adjusted based on the actual tax
liabilities as of the closing date including consideration of any taxes
resulting from the distribution of the non-Gradall investments to Messrs.
 
                                      F-10
<PAGE>   56
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
Rutherford and Shelby. Any adjustments are not expected to have a material
impact on the accompanying financial statements.
 
     Former wholly-owned subsidiaries of ICM, Magna Power and International
Consulting Management were transferred to Messrs. Rutherford and Shelby in
connection with the Recapitalization described above. For purposes of these
consolidated financial statements, this spin-off transaction has been treated as
a change in the reporting entity and these entities have been excluded from the
accompanying financial statements for all periods presented on the basis that
these companies operated in different industries, were autonomous and had only
incidental transactions with the Company. Management fees to these former
subsidiaries of $630, $550 and $288 for the years ended December 31, 1993, 1994
and 1995, respectively, are included in the accompanying consolidated statements
of income.
 
     The following table summarizes the October 12, 1995 book values of the
companies transferred and excluded from these financial statements:
 
<TABLE>
          <S>                                                            <C>
          Cash.........................................................     $   944
          Accounts receivable..........................................       5,976
          Inventory....................................................       6,948
          Property and equipment.......................................       3,350
          Other........................................................         579
                                                                         -------------
                                                                            $17,797
                                                                         ==========
          Accounts Payable.............................................     $ 3,229
          Accrued liabilities..........................................       3,044
          Debt.........................................................      10,789
          Net assets...................................................         735
                                                                         -------------
                                                                            $17,797
                                                                         ==========
</TABLE>
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
     Principles of Consolidation: The accompanying consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated.
 
     Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and related notes. Actual results may differ from those estimates.
 
     Revenue Recognition: The Company's revenue recognition policy is to
recognize revenue when products are shipped.
 
     Inventories: Inventories are stated at cost not in excess of market value
using the last-in, first-out (LIFO) method of inventory costing. Inventory cost
includes materials, direct labor, manufacturing overhead, and outside service
costs. Market value is determined by comparison with recent purchases or
realizable value.
 
     Property, Plant and Equipment: Expenditures for property, plant and
equipment and for renewals and betterments which extend the originally estimated
economic lives of assets are capitalized at cost. Expenditures for maintenance
and repairs are charged to expense. Items which are sold, retired, or otherwise
disposed of are removed from the asset and accumulated depreciation accounts and
any gains or losses are reflected in income. The Company's depreciation and
amortization methods are as follows:
 
                                      F-11
<PAGE>   57
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                 DESCRIPTION                    USEFUL LIFE        METHOD
- ---------------------------------------------   ------------   --------------
<S>                                             <C>            <C>
Machinery and equipment                          3-10 years    Straight-line
Buildings and improvements                      10-24 years    Straight-line
Furniture and fixtures                           3-10 years    Straight-line
</TABLE>
 
     Cash: Cash represents unrestricted cash balances held in various financial
institutions.
 
     Patents: The cost of patents is being amortized on a straight-line basis
over the remaining legal life of the patents.
 
     Deferred Financing Costs: Costs incurred to obtain financing have been
capitalized and are being amortized over the life of the respective financing
arrangements.
 
     Income Taxes: The Company follows the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109").
Deferred income taxes arise from reporting certain items of income and expense
for tax purposes in a different period than for financial reporting purposes.
The principal difference relates to accounting for post-retirement health
benefits.
 
     Fair Value of Financial Instruments: The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 107, "Disclosures About Fair Value of
Financial Instruments," at December 31, 1995. The Company's financial
instruments, as defined in SFAS No. 107, consist principally of cash, accounts
receivable, accounts payable and accrued liabilities in which the fair value of
these financial instruments approximates the carrying value. The Company
recently issued new debt as a result of the Recapitalization and therefore, the
fair value of the debt approximates carrying value.
 
     Unaudited Interim Financial Information: The unaudited interim financial
information as of March 31, 1996 and for the three months ended March 31, 1995
and 1996 has been prepared on the same basis as the audited financial
statements. In the opinion of management, such unaudited information includes
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the interim information. Operating results for the three
months ended March 31, 1996 are not necessarily indicative of the results that
may be expected for the entire year ending December 31, 1996.
 
     Accounting Pronouncements: Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," is effective for the year ending December 31, 1996.
In the opinion of management, this statement will not materially impact the
Company's financial position or results of operations.
 
     Statement of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation," is effective for the year ending December 31, 1996. The
Company has not decided how it intends to apply the accounting and disclosure
provisions of this statement.
 
                                      F-12
<PAGE>   58
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
3. INVENTORIES:
 
     Inventories were comprised of:
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                         ------------------
                                                          1994       1995
                                                         -------    -------
                    <S>                                  <C>        <C>
                    Raw materials......................  $ 1,120    $   936
                    Work in process....................   15,761     16,585
                    Finished goods.....................    3,216      6,150
                                                         -------    -------
                                                          20,097     23,671
                    LIFO reserve.......................   (5,205)    (5,161)
                                                         -------    -------
                    Total inventory....................  $14,892    $18,510
                                                         =======    =======
</TABLE>
 
4. PROPERTY, PLANT AND EQUIPMENT:
 
     The major classes of property, plant and equipment are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                         ------------------
                                                          1994       1995
                                                         -------    -------
                    <S>                                  <C>        <C>
                    Land...............................  $   513    $   513
                    Machinery and equipment............   11,057     14,001
                    Buildings and improvements.........    4,914      5,291
                    Furniture and fixtures.............    1,196      1,340
                    Construction in progress...........      445        670
                                                         -------    -------
                                                          18,125     21,815
                    Less: accumulated depreciation.....  (11,019)   (11,196)
                                                         -------    -------
                         Net property, plant and
                           equipment...................  $ 7,106    $10,619
                                                         =======    =======
</TABLE>
 
5. LONG-TERM DEBT:
 
     Long-term debt at December 31, 1994 and 1995 included:
 
<TABLE>
<CAPTION>
                                                          1994       1995
                                                         -------    -------
                    <S>                                  <C>        <C>
                    Term loan..........................  $ 2,449    $10,000
                    Revolving credit...................    6,958     18,100
                    12.5% Senior subordinated notes,
                      net of discount of $968,719
                      related to warrants..............       --      9,031
                    Notes payable......................    1,410         --
                                                         -------    -------
                                                          10,817     37,131
                    Less current portion...............    7,701      1,350
                                                         -------    -------
                                                         $ 3,116    $35,781
                                                         =======    =======
</TABLE>
 
     The Recapitalization was financed under a Loan and Security Agreement with
Heller Financial, Inc. which provided for a $10 million term loan repayable in
installments through September 30, 2000 and up to $22 million in revolving loan
commitments for a period of five years, along with a Securities Purchase
 
                                      F-13
<PAGE>   59
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
Agreement with The Marlborough Capital Investment Fund, L.P. and Mellon
Ventures, Inc. for $10 million of 12.5% Senior Subordinated Notes due October
31, 2003 and warrants for 81.1 shares of common stock.
 
     Aggregate maturities of long-term borrowings over the next five years are
as follows: 1996 - $1,350; 1997 - $1,800; 1998 - $1,800; 1999 -$1,800; 2000 -
$21,350.
 
     Interest on the Senior Subordinated Notes is payable quarterly commencing
January 31, 1996, and at maturity at 12.5%. The revolving line of credit bears
interest at either LIBOR plus 2.75% or prime plus .75%. The term loan bears
interest at either LIBOR plus 3.00% or prime plus 1.00%. At December 31, 1995
the prime rate was 8.5% and LIBOR was 5.74% and the actual interest rates in
effect for the revolving line of credit was 8.79% and for the term debt was
9.02%.
 
     The terms of the certain financing agreements contain, among other
provisions, requirements for maintaining defined levels of minimum earnings
before income tax, depreciation and amortization, capital expenditures and
various financial ratios as defined. The financing agreements are collateralized
by substantially all the assets of the Company.
 
     All of long-term debt outstanding at December 31, 1994 was repaid in
connection with the recapitalization transaction described in Note 1.
 
6. LEASE OBLIGATIONS:
 
     The Company leases certain machinery and equipment under capital leases
expiring beginning in the year 1998. The assets and liabilities under capital
leases are recorded at the original purchase cost. The assets are depreciated
over their estimated productive lives. Depreciation of assets under capital
leases is included in depreciation expense.
 
     The following is a summary of property held under capital leases:
 
<TABLE>
               <S>                                                      <C>
               Machinery and equipment..............................     $1,020
               Less accumulated depreciation........................        128
                                                                        -------
                                                                           $892
                                                                         ======
</TABLE>
 
     The following is a summary of future minimum payments under capitalized
leases that have remaining noncancelable lease terms in excess of one year at
December 31, 1995:
 
<TABLE>
<CAPTION>
                              YEAR ENDING DECEMBER 31,
               -------------------------------------------------------
               <S>                                                        <C>
                    1996..............................................     $236
                    1997..............................................      221
                    1998..............................................      236
                    1999..............................................       97
                    2000..............................................      171
                                                                          -----
               Total minimum lease payments...........................      961
               Interest...............................................      170
                                                                          -----
               Liability under capital lease payments.................      791
               Current portion........................................      172
                                                                          -----
               Long-term capitalized lease obligation.................     $619
                                                                           ====
</TABLE>
 
                                      F-14
<PAGE>   60
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
7. EMPLOYEE BENEFIT PLANS:
 
     Pension Plans: Substantially all employees are covered by pension plans
which provide for monthly pension payments to eligible former employees who have
retired. The Company sponsors two plans, one for members of the collective
bargaining unit and one for salaried and other eligible employees.
 
     Benefits paid under the collective bargaining unit plan are based on a
benefit multiplier times years of credited service, reduced by benefits under a
prior plan. Such prior plan benefits are guaranteed under the terms of group
annuity contracts. Benefits paid under the salary plan are based on the greater
of a benefit multiplier times years of credited service or a percentage of
pre-retirement earnings. Pension costs are funded as actuarially determined and
to the extent cash contributions are deductible for federal income tax purposes.
The collective bargaining unit plan uses the entry age normal actuarial cost
method to determine annual contributions to the plan. The salary plan uses the
unit credit actuarial cost method to determine contributions.
 
     The components of net periodic pension cost for the years ended December
31, 1993, 1994 and 1995 were as follows:
 
<TABLE>
<CAPTION>
                                                                                       1995
                                                   1993         1994       ----------------------------
                                                 --------     --------     COLLECTIVE
                                                 COMBINED     COMBINED     BARGAINING
                                                  PLANS        PLANS       UNIT PLAN      SALARIED PLAN
                                                 --------     --------     ----------     -------------
<S>                                              <C>          <C>          <C>            <C>
Service cost...................................    $545         $611          $297            $ 269
Interest cost..................................     490          554           388              256
Actual return of plan assets...................    (304)          50          (777)            (622)
Net amortization and deferral..................    (115)        (473)          539              404
                                                 --------     --------     ----------        ------
Total pension cost.............................    $616         $742          $447            $ 307
                                                 =======      =======      ========       ==========
</TABLE>
 
     The funded status of the plans as of December 31, 1994 and 1995 was as
follows:
 
<TABLE>
<CAPTION>
                                                     1994                                  1995
                                       ---------------------------------     ---------------------------------
                                         COLLECTIVE                            COLLECTIVE
                                       BARGAINING UNIT                       BARGAINING UNIT
                                            PLAN           SALARIED PLAN          PLAN           SALARIED PLAN
                                       ---------------     -------------     ---------------     -------------
<S>                                    <C>                 <C>               <C>                 <C>
Accumulated benefit obligation.......      $ 4,438            $ 2,186            $ 5,608            $ 2,837
                                       ===========         ==========        ===========         ==========
Projected benefit obligation.........      $ 4,438            $ 2,955            $ 5,608            $ 4,011
Plan assets at fair value, primarily
  stock and bond funds...............        3,178              2,634              4,275              3,287
                                           -------         -------------         -------         -------------
Projected benefit obligation in
  excess of plan assets..............        1,260                321              1,333                724
Unrecognized net asset...............           --                 71                 --                  1
Unrecognized net loss................          774                 10              1,103                232
Unrecognized prior service cost......           23                 40                 20                128
                                           -------         -------------         -------         -------------
Pension liability recognized in
  accrued other current
  liabilities........................      $   463            $   200            $   210            $   363
                                       ===========         ==========        ===========         ==========
</TABLE>
 
                                      F-15
<PAGE>   61
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     The actuarial assumptions used were as follows:
 
<TABLE>
<CAPTION>
                                                                    1994     1995
                                                                    ----     ----
            <S>                                                     <C>      <C>
            Discount rate.........................................  8.5%     7.5%
            Rate of increase in compensation levels...............  4.5%     4.5%
            Expected long-term rate of return on assets...........  8.5%     8.5%
</TABLE>
 
     Statement of Financial Accounting Standards No. 87 contains a provision
which requires the recognition of a liability (including unfunded accrued
pension costs) that is at least equal to the unfunded accumulated benefit
obligation (the excess of the accumulated benefit obligation over the fair value
of plan assets). Recognition of an additional minimum liability is required if
an unfunded accumulated benefit exists and the liability already recognized as
unfunded accrued pension cost is less than the unfunded accumulated benefit
obligation. The additional minimum liability of $797 and $1,123 at December 31,
1994 and 1995, respectively, has been included in other long-term liabilities
and an intangible pension asset of $23 and $20 at December 31, 1994 and 1995,
respectively, has been recorded in an amount not exceeding the amount of
unrecognized prior service cost.
 
     Savings and Investment Plan: Substantially all employees are eligible to
participate in a savings and investment plan. The Company sponsors two plans,
one for members of the collective bargaining unit and one for salaried and other
eligible employees. The plans provide for contributions by employees, through
salary reductions, and for a matching contribution by the Company based on a
rate determined for each plan year by the Board of Directors of the Company. The
plans also provide for a discretionary contribution by the Company.
 
     Deferred Compensation Program: The Company has a deferred compensation
program under which certain employees may elect to postpone receipt of a portion
of their earnings. The amounts so deferred are deposited in a trust account, but
remain assets of the Company. The trustees of the program are officers of the
Company.
 
     Profit Sharing Plan: The Company maintains a profit sharing plan covering
union and salaried employees. The amount of the profit sharing bonus is
determined by the Company's return on sales and is calculated based upon the
wages of eligible employees.
 
     Post-Retirement Benefits: The Company provides eligible retired employees
with health care and life insurance benefits. These benefits are provided on a
non-contributory basis for life insurance and contributory basis for medical
coverage. Currently, the Company does not pre-fund these benefits.
 
     The components of periodic net post-retirement benefit cost for the years
ended December 31, 1993, 1994 and 1995 were as follows:
 
<TABLE>
<CAPTION>
                                                              1993     1995      1994
                                                             ------   -------   ------
          <S>                                                <C>      <C>       <C>
          Service cost.....................................  $  460   $   328   $  393
          Interest cost....................................   1,181       916    1,098
          Amortization of gain.............................      --    (3,626)      --
                                                             ------   -------   ------
               Net periodic post-retirement benefit cost...  $1,641   $(2,382)  $1,491
                                                             ======   =======   ======
</TABLE>
 
                                      F-16
<PAGE>   62
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     The following table displays the plans' funded status at December 31, 1994
and 1995 based on the most recent actuarial analysis at December 31, 1994 and
1995:
 
<TABLE>
<CAPTION>
                                                                  1994        1995
                                                                 -------     -------
          <S>                                                    <C>         <C>
          Accumulated post-retirement benefit obligations:
               Retirees........................................  $ 4,734     $ 6,943
               Fully-eligible active plan participants.........    4,004       4,006
               Other active plan participants..................    3,062       4,683
                                                                 -------     -------
                    Total......................................  $11,800     $15,632
                                                                 =======     =======
               Plan assets at fair value.......................  $    --     $    --
               Accumulated post-retirement benefit obligation
                 in excess of assets...........................   11,800      15,632
               Unrecognized net actuarial (loss) gain..........    1,245      (1,808)
                                                                 -------     -------
                    Accrued post-retirement benefit cost.......  $13,045     $13,824
                                                                 =======     =======
</TABLE>
 
     The large income amount shown in 1994 is the result of a change in the
estimated medical inflation rate assumption and the Company's decision to fully
amortize this gain into the current year financial statements. The gain in
amortization in 1994 is included in other income (expense).
 
     For measurement purposes, as of December 31, 1994 an 8% annual rate
increase in the per capita cost of covered health care benefits was assumed
through the year 1999; the rate was assumed to decrease gradually to 5% by 2012
and remain constant thereafter. Increasing the assumed health care cost trend
rates by one percentage point for each future year would increase the
Accumulated Post-Retirement Benefit Obligation as of December 31, 1994 by $2,220
and the Service Cost and Interest Cost components of the Net Periodic Post-
Retirement Cost by $195.
 
     The discount rate utilized in determining the Accumulated Post-Retirement
Benefit Obligation was 8.5% for 1994. The discount rate used to calculate the
Net Periodic Post-Retirement Benefit Cost was 7.5% for 1994.
 
     For measurement purposes, as of December 31, 1995 an 8% annual rate in the
per capita cost of covered health care benefits was assumed through the first
year gradually decreasing to 5% by 2011 and remaining constant thereafter.
Increasing the assumed health care cost trend rates by one percentage point for
each future year would increase the Accumulated Post-Retirement Benefit
Obligation to $1,750 at December 31, 1995.
 
     The discount rate utilized in determining the Accumulated Post-Retirement
Benefit Obligation was 7.5%.
 
8. INCOME TAXES:
 
     The provision for income taxes for the years ended December 31, 1993, 1994
and 1995 consisted of the following:
 
<TABLE>
<CAPTION>
                                                           1993      1994       1995
                                                           ----     ------     ------
          <S>                                              <C>      <C>        <C>
          Federal........................................  $363     $1,842     $3,888
          State..........................................    89        384        849
          Deferred.......................................    98        926     (1,057)
                                                           ----     ------     ------
                                                           $550     $3,152     $3,680
                                                           ====     ======     ======
</TABLE>
 
                                      F-17
<PAGE>   63
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     The Company's effective tax rate differed from the federal statutory rate
as follows:
 
<TABLE>
<CAPTION>
                                                           1993      1994       1995
                                                           ----     ------     ------
          <S>                                              <C>      <C>        <C>
          Federal statutory rate.........................  34.0%      34.0%      34.0%
          Effect of state and local taxes................   4.6        3.0        4.8
          Change in tax liability........................   4.6         --       (3.0)
          Other..........................................    --        0.9         --
                                                           ----     ------     ------
                                                           43.2%      37.9%      35.8%
                                                           ====     ======     ======
</TABLE>
 
     The components of the net deferred tax benefits (liabilities) as of
December 31, 1994 and 1995 were as follows:
 
<TABLE>
<CAPTION>
                                                                    1994       1995
                                                                   ------     ------
          <S>                                                      <C>        <C>
          Current:
               Inventories.......................................  $ (796)    $ (813)
               Accrued expenses..................................   1,599      2,184
                                                                   ------     ------
                                                                   $  803     $1,371
                                                                   ======     ======
          Long-term:
               Basis of property and equipment...................  (1,271)    (1,352)
               Post-retirement benefits liability................   5,355      5,646
               Other.............................................     466        849
                                                                   ------     ------
                                                                   $4,550     $5,143
                                                                   ======     ======
</TABLE>
 
     The sources of timing differences and related deferred tax effects were as
follows:
 
<TABLE>
<CAPTION>
                                                          1993      1994       1995
                                                          -----     -----     -------
          <S>                                             <C>       <C>       <C>
          Accrued expenses..............................  $(149)    $(444)    $  (577)
          Post-retirement benefits liability............    447     1,049        (308)
          Depreciation..................................     59        29          84
          Inventory.....................................     24       (27)         20
          Other.........................................   (283)      319        (276)
                                                          -----     -----     -------
                                                          $  98     $ 926     $(1,057)
                                                          =====     =====     =======
</TABLE>
 
     Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized.
 
9. CAPITAL STOCK:
 
     The Company is authorized to issue one class of common stock.
 
     The Company is authorized to issue shares of Series A preferred stock in
which each share has one vote with a fixed aggregate of 12% of the total vote.
The holders of this preferred stock will vote together with the holders of the
Company's common stock on all matters submitted to the Company's stockholders.
Holders may require the Company to redeem preferred shares proportionately to
any reduction in shares held by MLGA Fund II, L.P.
 
                                      F-18
<PAGE>   64
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     Outstanding warrants give the holders the right to acquire 81.1 shares of
the Company at a nominal exercise price. The number of shares issuable and the
exercise price of the warrants are subject to adjustment in accordance with
antidilution provisions of the agreement. The warrants expire on October 31,
2005.
 
10. STOCK OPTIONS:
 
     On October 13, 1995, the stockholders approved an incentive stock option
program under which 56.9 shares of the Company's common stock are reserved for
grants to key employees. The option price is to be determined by the Plan
Administrator, but shall not be less than the fair market value of the stock at
the time of the grant. On October 13, 1995, 23.9 options were granted under the
plan. These options vest one-third annually over a three-year period and are
exercisable for up to 10 years at an exercise price of $15,000 per share.
 
11. CONTINGENCIES:
 
     The Company was involved in certain claims and litigation related to its
operations. Based upon the facts known at this time, management is of the
opinion that the ultimate outcome of all such claims and litigation will not
have a material adverse effect on the financial condition or results of
operations of the Company.
 
     The Company is a defendant in a civil action filed by one of the Company's
distributors in which the plaintiff alleges that the Company discriminated in
pricing and product distribution to the detriment of the plaintiff and seeks
$4.5 million in compensatory damages, unspecified punitive damages and other
relief. The Company is vigorously defending the case and believes that the
results of the litigation will not have a material adverse effect on the
operations or financial condition of the Company.
 
                                      F-19
<PAGE>   65
 
- -------------------------------------------------------------
- -------------------------------------------------------------
 
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SHARES OF
COMMON STOCK IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE THEREOF.
 
                          ---------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                              PAGE
                                              ----
<S>                                           <C>
Prospectus Summary.........................     3
Risk Factors...............................     6
The Company................................     9
Use of Proceeds............................    10
Dividend Policy............................    10
Capitalization.............................    11
Dilution...................................    12
Selected Consolidated Financial Data.......    13
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................    14
Business...................................    20
Management.................................    31
1995 Recapitalization and Certain
  Transactions.............................    37
Principal and Selling Stockholders.........    38
Description of Capital Stock...............    39
Shares Eligible for Future Sale............    41
Underwriting...............................    42
Experts....................................    43
Change in Accountants......................    43
Legal Matters..............................    43
Additional Information.....................    43
Index to Consolidated Financial
  Statements...............................   F-1
</TABLE>
 
                          ---------------------------
 
  UNTIL           , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
 
- -------------------------------------------------------------
- -------------------------------------------------------------
 
- -------------------------------------------------------------
- -------------------------------------------------------------
 
                            GRADALL INDUSTRIES, INC.
 
                          ---------------------------
 
                                3,125,000 SHARES
 
                                  COMMON STOCK
 
                                   PROSPECTUS
 
                                            , 1996
 
                          ---------------------------
 
                            DILLON, READ & CO. INC.
 
                               MCDONALD & COMPANY
                                SECURITIES, INC.
- -------------------------------------------------------------
- -------------------------------------------------------------
<PAGE>   66
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     An itemized statement of the estimated amount of the expenses, other than
underwriting discounts and commissions, incurred and to be incurred in
connection with the issuance and distribution of the securities registered
pursuant to this Registration Statement is as follows:
 
<TABLE>
     <S>                                                                        <C>
     Securities and Exchange Commission registration fee......................  $ 21,067
     Nasdaq listing fee.......................................................    37,786
     NASD filing fee..........................................................     6,610
     Printing and engraving expenses..........................................
     Accounting fees and expenses.............................................
     Legal fees and expenses..................................................
     Transfer Agent fees and expenses.........................................
     Blue Sky fees and expenses and legal fees................................    20,000
     Miscellaneous............................................................
                                                                                --------
               Total..........................................................  $
                                                                                ========
</TABLE>
 
- ---------------
* To be completed by amendment.
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law, as amended, provides
with regard to indemnification of directors and officers as follows:
 
          145. Indemnification of Officers, Directors, Employees and Agents;
     Insurance. (a) A corporation may indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which he reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.
 
          (b) A corporation may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such person shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery or the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of all
     the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of Chancery or such
     other court shall deem proper.
 
                                      II-1
<PAGE>   67
 
          (c) To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, he shall
     be indemnified against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection therewith.
 
          (d) Any indemnification under subsections (a) and (b) of this section
     (unless ordered by a court) shall be made by the corporation only as
     authorized in the specific case upon a determination that indemnification
     of the director, officer, employee or agent is proper in the circumstances
     because he has met the applicable standard of conduct set forth in
     subsections (a) and (b) of this section. Such determination shall be made
     (1) by a majority vote of the directors who are not parties to such action,
     suit or proceeding, even though less than a quorum, or (2) if there are no
     such directors, or if such directors so direct, by independent legal
     counsel in a written opinion, or (3) by the stockholders.
 
          (e) Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that he is not entitled to be
     indemnified by the corporation as authorized in this section. Such expenses
     (including attorneys' fees) incurred by other employees and agents may be
     so paid upon such terms and conditions, if any, as the board of directors
     deems appropriate.
 
          (f) The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in his official capacity and as to action in another capacity while holding
     such office.
 
          (g) A corporation shall have power to purchase and maintain insurance
     on behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such
     capacity, or arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such liability
     under this section.
 
          (h) For purposes of this section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as he
     would have with respect to such constituent corporation if its separate
     existence had continued.
 
          (i) For purposes of this section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan shall be deemed
     to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this section.
 
          (j) The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.
 
          (k) The Court of Chancery is hereby vested with exclusive jurisdiction
     to hear and determine all actions for advancement of expenses or
     indemnification brought under this section or under any bylaw,
 
                                      II-2
<PAGE>   68
 
     agreement, vote of stockholders or disinterested directors, or otherwise.
     The Court of Chancery may summarily determine a corporation's obligation to
     advance expenses (including attorneys' fees).
 
     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
 
          (b) In addition to the matters required to be set forth in the
     certificate of incorporation by subsection (a) of this section, the
     certificate of incorporation may also contain any or all of the following
     matters:
 
                                    *  *  *
 
          (7) A provision eliminating or limiting the personal liability of a
     director to the corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director, provided that such provision shall
     not eliminate or limit the liability of a director: (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under section 174 of this
     title; or (iv) for any transaction from which the director derived an
     improper personal benefit. No such provision shall eliminate or limit the
     liability of a director for any act or omission occurring prior to the date
     when such provision becomes effective. All references in this paragraph to
     a director shall also be deemed to refer (x) to a member of the governing
     body of a corporation which is not authorized to issue capital stock, and
     (y) to such other person or persons, if any, who, pursuant to a provision
     of the certificate of incorporation in accordance with Section 141(a) of
     this title, exercise or perform any of the powers or duties otherwise
     conferred or imposed upon the board of directors by this title.
 
     Article Seventh of the Amended and Restated Certificate of Incorporation of
the Company provides with regard to indemnification of directors and officers as
follows:
 
          SEVENTH: The Corporation shall, to the full extent permitted by
     Section 145 of the Delaware General Corporation Law, as amended from time
     to time, indemnify all persons whom it may indemnify pursuant thereto.
 
ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
     No securities of the registrant have been issued or sold by the registrant
within the past three years, except as follows*:
 
          (1) On October 10, 1995, the registrant issued 743 shares of Common
     Stock to its existing stockholders in connection with a one to 4.715 stock
     split declared by the board of directors of the registrant and effected
     through a stock dividend.
 
          (2) On October 11, 1995, the registrant issued 140 shares of Series A
     Preferred Stock to its existing stockholders in connection with a stock
     dividend declared by the board of directors of the registrant.
 
          (3) On October 12, 1995, the registrant sold 825 shares of Common
     Stock to MLGA Fund II, L.P. for a consideration of $10,500,000.
 
          (4) On October 12, 1995, the registrant issued warrants to purchase an
     aggregate of 81.1 shares of Common Stock to two institutional investors for
     an aggregate consideration of $968,719.
 
          (5) On October 12, 1995, the registrant issued an aggregate of 75
     shares of Common Stock to two executive officers of the registrant in
     accordance with the terms of a Recapitalization Agreement, by and between
     the registrant, MLGA Fund II, L.P. and its existing stockholders (the
     "Recapitalization Agreement"), in exchange for the executive officers'
     surrender of their rights to acquire a substantially equivalent equity
     interest in the registrant.
 
          (6) On October 12, 1995, the registrant issued an aggregate of 25
     shares of Common Stock to eight executive officers and key employees of the
     registrant and its subsidiary in accordance with the terms of the
     Recapitalization Agreement. No consideration was paid to the registrant by
     the executive officers and key employees for these shares of Common Stock.
 
                                      II-3
<PAGE>   69
 
          (7) On October 13, 1995, the registrant issued options to purchase an
     aggregate of 23.9 shares of Common Stock to a group of 13 executive
     officers and key employees of the registrant and its subsidiary pursuant to
     the terms of its 1995 Stock Option Plan.
 
- ---------------
 
     * Does not give effect to a 5,540-for-1 split of the Company's Common Stock
       to be effected immediately prior to the consummation of the Offering.
 
     Exemption from registration under the Securities Act was claimed with
respect to the transactions described in paragraphs (3), (4) and (5) above under
Section 4(2) of the Securities Act as transactions by the issuer not involving
any public offering and with respect to the transactions described in paragraphs
(1), (2), (6) and (7) as transactions not involving a sale of securities.
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) List of Exhibits
 
     The list of exhibits is incorporated herein by reference to the Index to
Exhibits on page E-1.
 
     (b) Financial Statement Schedule
 
     Schedule II--Valuation and Qualifying Accounts
 
ITEM 17.  UNDERTAKINGS
 
     The undersigned registrant hereby undertakes that:
 
          (1) The undersigned registrant hereby undertakes to provide to the
     underwriter at the closing specified in the underwriting agreements,
     certificates in such denominations and registered in such names as required
     by the underwriter to permit prompt delivery to each purchaser.
 
          (2) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Company of expenses incurred or paid by a director,
     officer or controlling person of the Company in the successful defense of
     any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Company will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
 
          (3) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
     or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.
 
          (4) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.
 
                                      II-4
<PAGE>   70
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Gradall
Industries, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
Philadelphia, State of Ohio, on this 25th day of June, 1996.
 
                                          GRADALL INDUSTRIES, INC.
 
                                          By:   /s/  BARRY L. PHILLIPS
                                            Name: Barry L. Phillips
                                            Title: President
 
                               POWER OF ATTORNEY
 
     The Registrant and each person whose signature appears below constitutes
and appoints Bruce A. Jonker, Barry L. Phillips and William C. Ughetta, Jr., and
any agent for service named in this Registration Statement and each of them,
his, her or its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to this Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed pursuant to Rule 462(b)
under the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and things requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 
<TABLE>
<CAPTION>
              SIGNATURE                               TITLE                           DATE
              ---------                               -----                           ----
<S>                                   <C>                                      <C>
/s/  BARRY L. PHILLIPS                President (Principal Executive                June 25, 1996
                                      Officer) and Director
/s/  BRUCE A. JONKER                  Vice President, Chief Financial               June 25, 1996
                                      Officer and Treasurer (Principal
                                      Financial Officer and Principal
                                      Accounting Officer)
/s/  DAVID S. WILLIAMS                Director                                      June 25, 1996
/s/  SANGWOO AHN                      Director                                      June 25, 1996
/s/  JOHN A. MORGAN                   Director                                      June 25, 1996
/s/  PERRY J. LEWIS                   Director                                      June 25, 1996
/s/  WILLIAM C. UGHETTA, JR.          Director                                      June 25, 1996
/s/  JACK D. RUTHERFORD               Director                                      June 25, 1996
</TABLE>
 
                                      II-5
<PAGE>   71
 
                            GRADALL INDUSTRIES, INC.
                                  SCHEDULE II
                      VALUATION AND QUALIFICATION ACCOUNTS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                ADDITIONS
                                                         -----------------------
                                            BALANCE AT   CHARGED TO   CHARGED TO                 BALANCE AT
                                            BEGINNING    COSTS AND      OTHER                      END OF
                DESCRIPTION                 OF PERIOD     EXPENSES     ACCOUNTS    DEDUCTIONS      PERIOD
- ------------------------------------------- ----------   ----------   ----------   ----------   -------------
<S>                                         <C>          <C>          <C>          <C>          <C>
LIFO Inventory Reserve:
     Year ended December 31, 1993..........   $4,723        $  2                                   $ 4,725
     Year ended December 31, 1994..........    4,725         480                                     5,205
     Year ended December 31, 1995..........    5,205         (44)                                    5,161
Allowance for Doubtful Accounts:
     Year ended December 31, 1993..........       95          29         $ 56(a)      $ 18(b)
                                                                                       107(c)           55
     Year ended December 31, 1994..........       55           0           34(a)        23(b)
                                                                                        33(c)           33
     Year ended December 31, 1995..........       33          12           43(a)         4(b)
                                                                                        22(c)           62
Allowance for Inventory Obsolescence:
     Year ended December 31, 1993..........      658         212                       212(d)          658
     Year ended December 31, 1994..........      658         591                       291(d)          958
     Year ended December 31, 1995..........      958         527                       629(d)          856
</TABLE>
 
- ---------------
 
(a) Late fees assessed and fully reserved.
 
(b) Doubtful accounts written off.
 
(c) Revenue recognized from late fees collected.
 
(d) Write off of obsolete inventories.
 
                                       S-1
<PAGE>   72
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT                                                                                SEQUENTIAL
  NO.                                      DESCRIPTION                                  PAGE NO.
- -------     -------------------------------------------------------------------------  ----------
<S>         <C>                                                                        <C>
  1.01      Form of Underwriting Agreement*
  3.01      Form of Amended and Restated Certificate of Incorporation of the
            Registrant*
  3.02      Amended and Restated Bylaws of the Registrant
  4.01      Specimen Certificate for the Common Stock, par value $.001 per share, of
            the Registrant*
  5.01      Opinion of Black, McCuskey, Souers & Arbaugh*
 10.01      Recapitalization Agreement dated as of September 15, 1995 among ICM
            Industries, Inc., MLGA Fund II, L.P., Jack D. Rutherford and David T.
            Shelby (excluding exhibits and schedules)
 10.02      Amendment to Recapitalization Agreement, dated as of October 12, 1995
 10.03      Amended and Restated Shareholders Agreement dated as of           , 1996*
 10.04      Amended and Restated Employment Agreement dated October 13, 1995 between
            The Gradall Company and Barry L. Phillips
 10.05      Amended and Restated Employment Agreement dated October 13, 1995 between
            The Gradall Company and David S. Williams
 10.06      Deferred Compensation Agreement dated July 19, 1989 between The Gradall
            Company and Barry L. Phillips
 10.07      Amended and Restated Deferred Compensation Agreement dated August 30,
            1995 between The Gradall Company and David S. Williams
 10.08      Split-Dollar Life Insurance Agreement dated as of August 30, 1995 between
            The Gradall Company and Barry L. Phillips
 10.09      Gradall Industries, Inc. 1995 Stock Option Plan
 10.10      Employment Agreement dated as of November 1, 1995 between The Gradall
            Company and Bruce A. Jonker
 10.11      Employment Agreement dated as of November 1, 1995 between The Gradall
            Company and Joseph H. Keller, Jr.
 10.12      Employment Agreement dated as of November 1, 1995 between The Gradall
            Company and James C. Cahill
 10.13      The Gradall Company Amended and Restated Supplemental Executive
            Retirement Plan
 10.14      The Gradall Company Benefit Restoration Plan
 10.15      Loan and Security Agreement dated as of October 13, 1995, among Gradall
            Investment Company, The Gradall Company, Gradall Industries, Inc. and
            Heller Financial, Inc., as agent (excluding exhibits and schedules)
 10.16      Supply Agreement between The Gradall Company and Iowa Industrial
            Hydraulics, Inc., dated January 1, 1995 (excluding exhibits)
 21.01      Subsidiaries of the Registrant
 23.01      Consent of Coopers & Lybrand L.L.P.
 23.02      Consent of Rea & Associates, Inc.*
 23.03      Consent of Black, McCuskey, Souers & Arbaugh (included in their opinion
            filed as Exhibit 5.01)
 23.04      Consent of Ernest Green
 24.01      Powers of Attorney of certain officers and directors of the Registrant
            (filed herewith on the signature page)
 27.01      Financial Data Schedule
</TABLE>
 
- ---------------
 
* To be filed by amendment.
 
                                       E-1
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 287887}]
{"company-data": {"conformed-name": "GRADALL INDUSTRIES INC", "cik": "0001017136", "assigned-sic": "0000", "irs-number": "363381606", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-06777", "film-number": "96585419"}, "business-address": {"street1": "406 MILL AVE SW", "city": "NEW PHILADELPHIA", "state": "OH", "zip": "44663", "phone": "3303392211"}, "mail-address": {"street1": "406 MILL AVE SW", "city": "NEW PHILADELPHIA", "state": "OH", "zip": "44663"}}
1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996.
 
                                                    REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
 
                                    FORM S-1
 
                             REGISTRATION STATEMENT
 
                                     UNDER
 
                           THE SECURITIES ACT OF 1933
                               ------------------
 
                            GRADALL INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    Delaware
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
                                      3531
                          (PRIMARY STANDARD INDUSTRIAL
                          CLASSIFICATION CODE NUMBER)
                                   36-3381606
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
 
                               406 Mill Avenue SW
                           New Philadelphia, OH 44663
                                 (330) 339-2211
 
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                BRUCE A. JONKER
                               VICE PRESIDENT AND
                            CHIEF FINANCIAL OFFICER
                            GRADALL INDUSTRIES, INC.
                               406 MILL AVENUE SW
                           NEW PHILADELPHIA, OH 44663
                                 (330) 339-2211
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                   COPIES TO:
 
                           ANTHONY E. EFREMOFF, ESQ.
                       BLACK, MCCUSKEY, SOUERS & ARBAUGH
                             1000 UNITED BANK PLAZA
                            220 MARKET AVENUE SOUTH
                               CANTON, OHIO 44702
                                 (330) 456-8341
                         WINTHROP B. CONRAD, JR., ESQ.
                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 450-4000
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the Registration Statement becomes
effective.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                                   PROPOSED
                                  NUMBER OF        PROPOSED        MAXIMUM
                                    SHARES         MAXIMUM        AGGREGATE       AMOUNT OF
TITLE OF SECURITIES TO BE           TO BE       OFFERING PRICE     OFFERING      REGISTRATION
  REGISTERED                    REGISTERED(1)    PER SHARE(2)      PRICE(2)          FEE
- -----------------------------------------------------------------------------------------------
Common Stock, par value $.001
  per share....................    3,593,750        $17.00       $61,093,750       $21,067
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
(1) Includes 468,750 shares which are being registered in connection with an
    over-allotment option granted to the Underwriters.
 
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457.
                               ------------------
 
     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                            GRADALL INDUSTRIES, INC.
 
                             CROSS REFERENCE SHEET
 
           PURSUANT TO RULE 404(A) AND ITEM 501(B) OF REGULATION S-K
ITEM
   NUMBER               FORM S-1 CAPTION                   LOCATION OR CAPTION IN PROSPECTUS
   ------  ------------------------------------------  ------------------------------------------
1.   Forepart of the Registration Statement and
             Outside Front Cover Page of
             Prospectus..............................  Facing Page of Registration Statement;
                                                       Cross Reference Sheet; Outside Front Cover
                                                         Page of Prospectus
      2.   Inside Front and Outside Back Cover Pages
             of Prospectus...........................  Inside Front Cover Page of Prospectus;
                                                       Table of Contents
      3.   Summary Information, Risk Factors and
             Ratio of Earnings to Fixed Charges......  Prospectus Summary; Risk Factors; Business
      4.   Use of Proceeds...........................  Use of Proceeds
      5.   Determination of Offering Price...........  Outside Front Cover Page of Prospectus;
                                                         Underwriters
      6.   Dilution..................................  Dilution
      7.   Selling Security Holders..................  Principal and Selling Stockholders
      8.   Plan of Distribution......................  Outside Front Cover Page of Prospectus;
                                                         Underwriters
      9.   Description of Securities to Be
             Registered..............................  Outside Front Cover Page of Prospectus;
                                                         Description of Capital Stock
     10.   Interests of Named Experts and Counsel....  Legal Matters; Experts
     11.   Information with Respect to the
             Registrant..............................  Prospectus Summary; Risk Factors; The
                                                         Company; Capitalization; Business;
                                                         Underwriting; Description of Capital
                                                         Stock; Dividend Policy; Selected
                                                         Consolidated Financial Data;
                                                         Management's Discussion and Analysis of
                                                         Financial Condition and Results of
                                                         Operations; Management; Principal and
                                                         Selling Stockholders; 1995
                                                         Recapitalization and Certain
                                                         Transactions; Index to Consolidated
                                                         Financial Statements
     12.   Disclosure of Commission Position on
             Indemnification for Securities Act
             Liabilities.............................  Not Applicable
i
3
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION, DATED        , 1996
 
                                3,125,000 SHARES
 
                            GRADALL INDUSTRIES, INC.
                                  COMMON STOCK
 
     OF THE 3,125,000 SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE (THE
"COMMON STOCK"), OFFERED HEREBY, 2,125,000 SHARES ARE BEING OFFERED BY GRADALL
INDUSTRIES, INC. (THE "COMPANY") AND 1,000,000 SHARES ARE BEING OFFERED BY THE
SELLING STOCKHOLDERS. SEE "PRINCIPAL AND SELLING STOCKHOLDERS." THE COMPANY WILL
NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SHARES BY THE SELLING
STOCKHOLDERS.
 
     PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON
STOCK. IT IS CURRENTLY ESTIMATED THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE
BETWEEN $15 PER SHARE AND $17 PER SHARE. SEE "UNDERWRITING" FOR THE FACTORS TO
BE CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING PRICE. APPLICATION IS
BEING MADE TO HAVE THE COMMON STOCK APPROVED FOR QUOTATION ON THE NASDAQ
NATIONAL MARKET UNDER THE SYMBOL "GRDL."
 
     FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF COMMON
STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGES 6 TO 8.
                            ------------------------
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
            HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
               SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
UNDERWRITING                    PROCEEDS TO
                                  PRICE TO     DISCOUNTS AND    PROCEEDS TO       SELLING
                                   PUBLIC       COMMISSIONS*      COMPANY+      STOCKHOLDERS
PER SHARE.....................        $              $               $               $
TOTAL ++......................        $              $               $               $
- ---------------
 
* The Company and the Selling Stockholders have agreed to indemnify the
  Underwriters against certain liabilities, including liabilities under the
  Securities Act of 1933. See "Underwriting."
 
+ Before deducting expenses of the Offering payable by the Company estimated to
  be $500,000.
 
++ The Selling Stockholders have granted the Underwriters a 30-day option to
   purchase up to 468,750 additional shares of Common Stock on the same terms
   per share solely to cover over-allotments, if any. If such option is
   exercised in full, the total price to public will be $            , the total
   underwriting discounts and commissions will be $            and the total
   proceeds to Selling Stockholders will be $            . See "Underwriting."
                            ------------------------
     THE COMMON STOCK IS BEING OFFERED BY THE UNDERWRITERS AS SET FORTH UNDER
"UNDERWRITING" HEREIN. IT IS EXPECTED THAT DELIVERY OF CERTIFICATES THEREFOR
WILL BE MADE AT THE OFFICES OF DILLON, READ & CO. INC., NEW YORK, NEW YORK, ON
OR ABOUT                , 1996. THE UNDERWRITERS INCLUDE:
 
                                     DILLON, READ & CO. INC.  MCDONALD & COMPANY
                                                       SECURITIES, INC.
 
             THE DATE OF THIS PROSPECTUS IS                , 1996.
4
 
     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                                        2
5
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless the context otherwise requires, "Gradall"
or the "Company" refers to Gradall Industries, Inc., a Delaware corporation, and
its consolidated subsidiaries. In addition, unless otherwise indicated, all
information in the Prospectus (i) assumes no exercise of the Underwriters'
over-allotment option and (ii) gives effect to a 5,540-for-1 split of the
Company's Common Stock to be effected immediately prior to the consummation of
the offering made hereby (the "Offering").
 
                                  THE COMPANY
 
     Gradall is a leading manufacturer of hydraulic excavators and material
handlers as well as related service parts. The Company's products are marketed
under the widely respected Gradall tradename and are distinguished by their
unique telescopic boom technology, versatility, productivity and reliability.
Gradall products serve niche markets within the construction equipment industry
and typically command premium prices. In 1995, total sales were $118.4 million,
comprised of $49.2 million in sales of excavators, $53.6 million in sales of
material handlers and $15.6 million in sales of service parts. Since January
1993, the Company has introduced 12 new products which accounted for in excess
of 50% of Gradall's net sales in 1995.
 
     Gradall excavators are typically used by general contractors and government
agencies for ditching, sloping, finished grading, general maintenance and
infrastructure projects. The Company's excavators are sold through approximately
41 independent distributors at approximately 141 locations throughout North
America. The introduction and ongoing development of the Company's XL Series
excavators, featuring the unique Gradall rotating, telescopic booms with
high-pressure hydraulics, have allowed the Company to continue to dominate its
traditional niche market of wheeled, telescopic boom excavators and to
strengthen its competitive position in the larger market of conventional crawler
excavators, a market historically dominated by knuckle-boom technology.
 
     Gradall rough-terrain variable reach material handlers are typically used
by residential, non-residential and institutional building contractors for
lifting, transporting and placing a wide variety of materials at their point of
use or storage. The Company's material handlers are sold through approximately
40 independent distributors at approximately 120 locations throughout North
America. In addition, Gradall material handlers are available at national rental
companies at over 129 locations. The Company continues to introduce new material
handlers with Gradall's unique 90 degree rear-pivot steering, hydrostatic 
drive and low profile design which provide an exceptional combination of 
maneuverability, versatility and stability. This new product development has 
allowed the Company to increase its market share in the rapidly growing 
rough-terrain variable reach material handler market.
 
     Gradall's strategy is to design and produce high quality hydraulic
excavators and material handlers for niche markets while simultaneously reducing
manufacturing costs and increasing production efficiencies. Gradall's ability to
design and customize each of its product lines to fit the specifications of its
customers augments the uniqueness of the Company's products. In addition, in
1995, the Company commenced a multi-year capital expenditure program designed to
expand plant capacity and reduce production costs by increasing labor efficiency
and equipment productivity and improving quality. Management believes that these
strategies have enabled the Company to increase substantially its profitability
in recent years.
 
                                        3
6
 
                                  THE OFFERING
Common Stock offered by the Company.........   2,125,000 shares
Common Stock offered by the Selling
  Stockholders..............................   1,000,000 shares(1)
                                               -------------------
                                               3,125,000 shares
Total Common Stock offered..................   ===================
Common Stock to be outstanding after the       8,114,294 shares(2)
  Offering..................................
                                               To repay certain outstanding indebtedness of
Use of proceeds by the Company..............   the Company incurred in connection with the
                                               1995 Recapitalization (as defined below) and to
                                               redeem all of the outstanding shares of the
                                               Preferred Stock of the Company. See "Use of
                                               Proceeds."
                                                   
Proposed Nasdaq National Market symbol......   GRDL
- ---------------
 
(1) Includes 449,294 shares of Common Stock to be issued immediately prior to
    the consummation of the Offering in connection with the exercise of the
    Warrants (as defined below) owned by certain Selling Stockholders. Does not
    include up to 468,750 shares of Common Stock which may be sold by the
    Selling Stockholders pursuant to the Underwriters' over-allotment option.
 
(2) Does not include 132,406 shares of Common Stock issuable in connection with
    outstanding stock options, none of which are currently exercisable. See
    "Management."
 
                                  RISK FACTORS
 
     Any investment in the Common Shares offered hereby involves a high degree
of risk. For a discussion of considerations relevant to an investment in the
shares of Common Stock, see "Risk Factors" on pages 6 to 8.
 
                                        4
7
 
                      SUMMARY CONSOLIDATED FINANCIAL DATA
 
     The summary consolidated financial data set forth below should be read in
conjunction with the Consolidated Financial Statements of the Company and the
Notes thereto included elsewhere in this Prospectus and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
THREE MONTHS ENDED
                                                            YEAR ENDED DECEMBER 31,                             MARCH 31,
                                           ---------------------------------------------------------     -----------------------
                                            1991        1992        1993        1994         1995          1995          1996
                                           -------     -------     -------     -------     ---------     ---------     ---------
                                                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                 (UNAUDITED)
INCOME STATEMENT DATA:
  Net sales............................    $49,946     $57,665     $72,208     $88,820     $ 118,438     $  30,453     $  34,137
  Cost of sales........................     42,639      48,780      59,274      71,280        92,637        24,027        26,467
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Gross profit.........................      7,307       8,885      12,934      17,540        25,801         6,426         7,670
  Operating expenses:
    Engineering........................      1,439       1,477       1,848       2,123         2,504           601           752
    Selling and marketing..............      3,367       3,345       4,232       4,728         5,365         1,258         1,586
    Administrative.....................      3,027       2,986       5,075       4,618         5,138           949         1,177
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Operating income (loss)..............       (526)      1,077       1,779       6,071        12,794         3,618         4,155
  Amortization of FAS 106(1)...........         --          --          --      (3,626)           --            --            --
  Interest expense.....................      1,436       1,062       1,055       1,146         1,642           257         1,018
  Other, net...........................        578        (376)       (549)        234           865           219           141
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Income before provision for taxes....     (2,540)        391       1,273       8,317        10,287         3,142         2,996
  Income tax provision (benefit).......       (227)        334         550       3,152         3,680         1,125         1,162
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Net income before change in
    accounting.........................     (2,313)         57         723       5,165         6,607         2,017         1,834
  Change in accounting
    (gain)/loss(2).....................         --        (243)      9,014          --            --            --            --
                                           -------     -------     -------     -------     ---------     ---------     ---------
  Net income (loss)(3).................    $(2,313)    $   300     $(8,291)    $ 5,165     $   6,607     $   2,017     $   1,834
                                           ========    ========    ========    ========    =========     =========     =========
PRO FORMA DATA(4):
  Net income per common share..........                                                    $    0.83     $    0.24     $    0.29
                                                                                           =========     =========     =========
  Weighted average common shares
    outstanding........................                                                    8,114,294     8,114,294     8,114,294
OTHER OPERATING DATA:
  Employees............................        424         459         518         557           581           566           590
  Sales per employee...................    $   118     $   126     $   139     $   159     $     204     $      54     $      58
  Capital expenditures.................        346         740         534       1,214         4,189         1,083           201
DECEMBER 31,          MARCH 31, 1996
                                                                            1995         ------------------------
                                                                        ------------                      AS
                                                                           ACTUAL         ACTUAL      ADJUSTED(5)
                                                                        ------------     --------     -----------
                                                                                               (UNAUDITED)
BALANCE SHEET DATA:
  Working capital...................................................      $ 10,735       $ 14,498      $  16,950
  Total assets......................................................        52,024         57,567         56,796
  Total debt........................................................        37,922         40,140         11,965
  Stockholders' equity..............................................       (23,119)       (21,285)         6,771
- ---------------
 
(1) The FAS 106 gain in 1994 resulted from the reduction in the post-retirement
    health care benefits liability reflecting a change in actuarial assumptions
    related to the projected growth rate in medical costs.
 
(2) Reflects in 1992 a $0.2 million after-tax increase in net income resulting
    from the adoption of a new accounting standard for income taxes (FAS 109)
    and in 1993 a $9 million after-tax decrease in net income resulting from the
    adoption of the accrual basis of accounting for post-retirement health care
    benefits (FAS 106).
 
(3) Net income (loss) per share data have been omitted as such amounts are not
    comparable due to the 1995 Recapitalization.
 
(4) Presented as if the 1995 Recapitalization, the exercise of the Warrants, the
    issuance of shares of Common Stock pursuant to the Offering and the
    application of the estimated net proceeds thereof had occurred on January 1,
    1995. Pro forma net income per share data do not include a $0.6 million
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering is
    consummated.
 
(5) Adjusted as if the exercise of the Warrants, the issuance of shares of
    Common Stock pursuant to the Offering and the application of the estimated
    net proceeds thereof had occurred on March 31, 1996. Reflects a $0.6 million
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering will
    be consummated. See "Use of Proceeds."
 
                                        5
8
 
                                  RISK FACTORS
 
     Any investment in the shares of Common Stock offered hereby involves 
risk. Prospective investors should consider carefully the following factors in 
evaluating any investment in the Common Stock.
 
IMPACT OF SIGNIFICANT COMPETITION
 
     The markets in which the Company operates are highly competitive. The
Company faces competition in each of its product lines from a number of
different manufacturers, some of which have greater financial and other
resources than the Company. The principal competitive factors affecting the
markets for the Company's products include performance, functionality, price,
brand recognition, customer service and support, and product availability.
 
CYCLICALITY MAY LEAD TO FLUCTUATIONS IN DEMAND
 
     The Company markets its products primarily to the construction industry.
Accordingly, demand for the Company's products, and therefore the profitability
of the Company, are sensitive to the state of the U.S. economy in general,
regional economic conditions, and particularly to changes in private
construction spending and infrastructure spending funded by the public sector.
There can be no assurance that the cyclicality of any of these factors will not
have an adverse effect on the Company's business, operations or financial
performance.
 
DEPENDENCE ON SUCCESSFUL PRODUCT DEVELOPMENT
 
     In excess of 50% of the Company's net sales in 1995 were attributable to
new products introduced since 1993. The Company believes that its future growth
and profitability are dependent on its continued development of new products and
the success of such new products, and no assurance can be given that the Company
will be able to successfully develop and distribute additional new products.
 
DEPENDENCE ON DISTRIBUTION NETWORK
 
     The Company primarily markets and distributes its products through a
network of independent distributors and believes that this network is a core
strength of its business. While it is not dependent on any single distributor,
loss of certain key distributors could have an adverse effect on the business,
operations and financial results of the Company. The Company also sells its
products to national rental companies, who in turn rent the products to
end-users. The Company believes that this distribution channel is increasingly
important to its continued success, and the loss of certain key national rental
company accounts could have an adverse effect on the business, operations and
financial results of the Company.
 
DEPENDENCE ON NEW PHILADELPHIA FACILITY
 
     The Company operates from a single company-owned facility in New
Philadelphia, Ohio (the "New Philadelphia Facility") which accommodates the
Company's corporate offices, manufacturing and assembly operations and
warehouse. Equipment failures at the New Philadelphia Facility could limit or
shut down the Company's production for a significant period of time. In order to
minimize the risk of equipment failure, the Company follows a comprehensive
maintenance and loss prevention program and periodically reviews its failure
exposure. To date, the Company has not experienced any significant equipment
failure. However, no assurance can be given that a material shutdown will not
occur in the future or that such a shutdown would not have an adverse effect on
the business, operations and financial results of the Company. In addition to
equipment failure, the New Philadelphia Facility also is subject to the risk of
catastrophic loss. The Company maintains property damage insurance which it
believes to be adequate to provide for reconstruction of damaged equipment, as
well as business interruption insurance to mitigate losses resulting from any
production shutdown caused by an insured loss. However, no assurance can be
given that such insurance will be adequate to cover losses which could occur.
 
     Based on its current equipment and manufacturing processes, the New
Philadelphia Facility is operating at capacity. Significant increases in output
from current levels will require increases in capital expenditures
 
                                        6
9
 
and other productivity improvements. In 1995, the Company invested $4.2 million
in capital improvements and initiated a multi-year capital program designed to
increase production efficiency, material utilization and output and improve
product quality. The Company plans to invest in excess of $4 million in capital
improvements in each of 1996 and 1997. The Company believes that recently
completed capital expenditures, which have expanded plant capacity, together
with planned capital expenditures, should allow the Company to meet anticipated
demand for its products. However, there can be no assurance that the Company
will be successful in implementing these measures or that such measures will be
successful in increasing plant capacity or meeting future increases in demand.
 
LABOR RELATIONS
 
     The Company's 395 hourly employees are represented by the International
Association of Machinists and Aerospace Workers and are currently working under
a three-year contract which will expire in March 1997. In the history of the
Company, there have been two strikes by the union employees -- the first in 1975
and the second in 1994 in connection with the negotiation of the current
contract. There can be no assurance that the Company will be able to negotiate
satisfactory contracts with the union in the future or that the Company's union
employees will not participate in any work stoppage which could have an adverse
effect on the operations of the Company.
 
DEPENDENCE ON KEY MANAGEMENT
 
     The success of the Company's business is dependent upon the management and
leadership skills of Barry L. Phillips, the Company's President, and other
members of the Company's senior management team. Although the Company has an
employment agreement with Mr. Phillips, the loss of Mr. Phillips or any other
member of the senior management team or an inability to attract and retain
additional personnel could adversely affect the Company. There can be no
assurance that the Company will be able to retain its existing senior management
personnel or to continue to attract additional qualified personnel.
 
DEPENDENCE ON CERTAIN SUPPLIERS
 
     Certain of the components included in the Company's products are obtained
from a single supplier or a limited number of suppliers. Disruption or
termination of supplier relationships could have an adverse effect on the
Company's operations. The Company believes that alternative sources could be
obtained, if necessary, but the inability to obtain sufficient quantities of the
components or the need to develop alternative sources, if and as required in the
future, could result in delays or reductions in product shipments which in turn
may have an adverse effect on the Company's operating results and customer
relationships. See "Business -- Suppliers."
 
IMPACT OF CHANGING STEEL PRICES
 
     A principal raw material used by the Company in its operations is steel.
The steel industry as a whole is cyclical, and steel prices are volatile due to
numerous factors beyond the control of the Company. This volatility can
significantly affect the Company's raw material costs. Competitive conditions
will determine the extent to which steel price increases can be passed on to the
Company's customers. If the Company is unable to pass some or all of future
steel price increases to its customers, the Company's financial performance
would be adversely affected.
 
RISK OF CLAIMS FOR PRODUCT LIABILITY
 
     Due to the nature of its products, the Company may be subject to
significant claims for product liability. The Company is a party to various
lawsuits seeking damages for alleged product liability arising from the use of
its products. The Company currently maintains product liability insurance with
an annual aggregate limit of $6 million subject to a self-insurance retention in
the amount of $225,000 per claim. There can be no assurance that the Company's
insurance policy would be adequate to cover potential product liability claims.
A successful claim against the Company in excess of the Company's insurance
coverage could have an adverse effect on the financial results of the Company.
In each of the fiscal years ended December 31, 1995, 1994 and
 
                                        7
10
 
1993, the Company's product liability costs for any claim have not exceeded its
self-insurance retention amount.
 
ENVIRONMENTAL MATTERS
 
     The Company is subject to various federal, state and local environmental
laws and regulations. Pursuant to these laws and regulations, the Company may
also be required from time to time to remediate environmental contamination
associated with releases of hazardous substances. Although the Company does not
anticipate that expenditures to comply with environmental laws and regulations
will be material, there can be no assurance that the costs of complying with
such existing or future laws or regulations will not exceed current estimates.
 
CONTROL BY MLGA FUND II, L.P.
 
     Upon the consummation of the Offering, approximately 49.5% of the
outstanding Common Stock of the Company (approximately 45.5% if the
Underwriters' over-allotment option is exercised in full) will be owned by MLGA
Fund II, L.P. ("Fund II") and its affiliates. Accordingly, Fund II and its
affiliates will be able to exert significant influence over the Company and its
business and affairs, including the election of directors. See "Principal and
Selling Stockholders" and "Description of Capital Stock."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
     Sales of substantial amounts of Common Stock in the public market following
the Offering could have a material adverse effect on the market price of the
Common Stock and may make it more difficult for the Company to sell shares of
Common Stock in the future for prices and at times it deems appropriate. Upon
completion of the Offering, the Company will have outstanding 8,114,294 shares
of Common Stock. Of these shares, the 3,125,000 shares of Common Stock sold in
the Offering (3,593,750 shares if the Underwriters' over-allotment option is
exercised in full) will be freely tradeable without restriction or further
registration under the Securities Act of 1933, as amended (the "Securities
Act"), unless such shares are owned by "affiliates" of the Company as that term
is defined in Rule 144 under the Securities Act. The remaining 4,989,294 shares
of Common Stock (4,520,544 shares if the Underwriters' over-allotment option is
exercised in full) are "restricted securities" as that term is defined under
Rule 144 and, accordingly, may not be sold unless they are registered under the
Securities Act or are sold pursuant an applicable exemption from registration,
including Rule 144. Holders of the 4,989,294 shares of Common Stock (4,520,544
shares if the Underwriters' over-allotment option is exercised in full)
constituting "restricted securities" have entered into a lock-up agreement with
the Underwriters pursuant to which they have agreed not to sell or otherwise
dispose of any shares of such stock for a period of 180 days after the date of
this Prospectus without the prior written consent of Dillon, Read & Co. Inc.
which may, in its sole discretion and at any time without prior notice, release
all or any portion of the shares of Common Stock subject to such lock-up
agreement. See "Description of Capital Stock" and "Underwriting."
 
ABSENCE OF PRIOR PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICES
 
     Prior to the Offering, there has been no public market for the Common
Stock. Application is being made to have the Common Stock approved for quotation
on the Nasdaq National Market; however, there can be no assurance that an active
trading market will develop or be sustained. The initial public offering price
of the Common Stock will be determined by negotiations among the Company, the
Selling Stockholders and the Underwriters and may not be indicative of the
market price for the Common Stock after the Offering. The market price of the
Common Stock may be highly volatile depending on a number of factors. See
"Underwriting" for a discussion of the factors to be considered in determining
the initial public offering price.
 
DILUTION
 
     The initial public offering price is substantially higher than the book
value per share of Common Stock. Investors purchasing shares of Common Stock in
the Offering will therefore incur immediate and substantial dilution of $15.17
per share, assuming an initial public offering price of $16 per share. See
"Dilution."
 
                                        8
11
 
                                  THE COMPANY
 
     The Gradall Company, an Ohio corporation and a wholly-owned subsidiary of
Gradall Industries, Inc., is a leading manufacturer of hydraulic excavators and
material handlers as well as related service parts. Gradall was established in
1946 by the Warner and Swasey Company to manufacture and market a newly designed
hydraulic excavator featuring a unique rotating, telescopic boom and a truck
mounted design which added versatility and highway mobility to the excavator. In
1982, Gradall acquired a product line of material handlers which Gradall
redesigned to incorporate its telescopic boom technology and rough-terrain
equipment expertise.
 
     Gradall Industries, Inc. was incorporated in Delaware in 1985 as a holding
company to acquire all of the outstanding capital stock of The Gradall Company.
In October 1995, the Company consummated a series of transactions which resulted
in a new capitalization and ownership structure (the "1995 Recapitalization").
As a result of the 1995 Recapitalization, Fund II and its affiliates acquired
82.5% of the Company's Common Stock, certain officers and key employees of
Gradall acquired 10% of the Company's Common Stock, and the percentage ownership
of the Company's Common Stock held by existing stockholders (the "Existing
Stockholders") was reduced from 100% to 7.5%. As a part of the 1995
Recapitalization, the Company issued 140 shares of its Series A Preferred Stock
(the "Preferred Stock") to the Existing Stockholders which represents 100% of
the Company's total outstanding Preferred Stock. In connection with the 1995
Recapitalization, the Company entered into a securities purchase agreement
pursuant to which the Company issued $10 million of 12.5% Senior Subordinated
Notes due 2003 (the "Senior Subordinated Notes") and warrants to purchase
449,294 shares of Common Stock (the "Warrants"). The Company also entered into a
loan and security agreement (the "Credit Facility") pursuant to which the
Company borrowed $10 million under a term loan repayable in quarterly
installments through September 30, 2000 (the "Term Loan"). In addition, the
Credit Facility provides a revolving line of credit of $22 million through
September 30, 2000 (the "Revolver"). Unless the context otherwise requires, the
"Company" or "Gradall" refers to Gradall Industries, Inc. and its consolidated
subsidiaries.
 
     The Company's principal offices are located at 406 Mill Avenue, S.W., New
Philadelphia, Ohio 44663, and its telephone number is (330) 339-2211.
 
                                        9
12
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company of this Offering, after deducting
underwriting discounts and commissions and expenses payable by the Company in
connection with this Offering, are estimated to be approximately $31.1 million,
assuming an initial public offering price of $16.00 per share, the mid-point of
the range set forth on the cover page of this Prospectus. The Company intends to
use the net proceeds to redeem all of the outstanding shares of the Preferred
Stock and repay certain outstanding indebtedness incurred in connection with the
1995 Recapitalization. Of the net proceeds, approximately $2.0 million will be
used to redeem all of the outstanding shares of the Preferred Stock,
approximately $10.0 million will be used to redeem all of the Company's Senior
Subordinated Notes, approximately $10.0 million will be used to repay in full
the Term Loan and approximately $9.1 million will be used to repay a portion of
the amount outstanding under the Revolver ($18.2 million outstanding at May 31,
1996).
 
     The Senior Subordinated Notes bear interest at the rate of 12.5% and mature
in 2003. The Term Loan bears interest at either LIBOR plus 3.00% or prime plus
1.00% (8.31% weighted average at May 31, 1996) and is repayable in quarterly
installments through 2000. Interest due under the Revolver is based on either
LIBOR plus 2.75% or prime plus 0.75% (8.35% weighted average at May 31, 1996).
The Revolver terminates in 2000. At May 31, 1996, the amount available to be
drawn under the Revolver was $3.8 million, which amount will increase to $12.9
million as a result of the use of a part of the net proceeds from this Offering
to repay a portion of the amount outstanding thereunder. Amounts available under
the Revolver, together with internally generated funds, will be available to
fund capital expenditures and expansion of the Company's business. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
     The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders in this Offering. See "Principal and
Selling Stockholders."
 
                                DIVIDEND POLICY
 
     The Company currently intends to retain its future earnings to finance the
growth and development of its business and therefore does not anticipate paying
cash dividends on the Common Stock for the foreseeable future. Any future
determination to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon the Company's financial condition, results
of operations, capital requirements and such other factors as the Board of
Directors deems relevant. The Company's Credit Facility prohibits the payment of
any dividends on the Common Stock.
 
                                       10
13
 
                                 CAPITALIZATION
 
The following table sets forth the current debt and capitalization of the
Company as of March 31, 1996, as adjusted to give effect to the sale of the
Common Stock offered hereby and the application of the Company of its portion of
the estimated net proceeds therefrom. See "Use of Proceeds." This table should
be read in conjunction with the Consolidated Financial Statements of the
Company, including the Notes thereto, appearing elsewhere in this Prospectus.
MARCH 31, 1996
                                                                    ---------------------
                                                                                    AS
                                                                     ACTUAL      ADJUSTED
                                                                    --------     --------
                                                                         (DOLLARS IN
                                                                         THOUSANDS)
                                                                         (UNAUDITED)
Long-term debt:
     Revolver (including current portion).......................    $ 20,336     $ 11,216
     Term Loan (including current portion)......................      10,000            0
     Senior Subordinated Notes, net of discount of $945,000
       related to the Warrants..................................       9,055            0
     Capital lease obligation (including current portion).......         749          749
                                                                    --------     --------
                                                                      40,140       11,965
                                                                    --------     --------
Stockholders' (deficit) equity:
     Common Stock: actual, no par value, 2,200 shares
       authorized, 1,000 shares issued and outstanding; as
       adjusted, par value $.001 per share, 18,000,000 shares
       authorized, 8,114,294 issued and outstanding(1)..........           1            8
     Preferred Stock: actual, par value $.01 per share, 300
       shares authorized, 140 shares issued and outstanding; as
       adjusted, par value $.001 per share, 2,000,000 shares
       authorized, none issued and outstanding..................       2,000            0
     Additional paid in capital.................................      11,999       44,112
     Additional paid in capital -- warrants.....................       1,000            0
     Accumulated deficit........................................     (36,285)     (37,349)(2)
                                                                    --------     --------
          Total stockholders' (deficit) equity..................     (21,285)       6,771
                                                                    --------     --------
          Total capitalization..................................    $ 18,855     $ 18,736
                                                                    ========     ========
- ---------------
 
(1) Does not include an aggregate of 132,406 shares of Common Stock issuable in
    connection with outstanding stock options, none of which are currently
    exercisable. "As adjusted" includes shares to be issued pursuant to the
    Offering, including 449,294 shares to be issued immediately prior to the
    consummation of the Offering in connection with the exercise of the
    Warrants. See "Management," "Principal and Selling Stockholders," and
    "Description of Capital Stock."
 
(2) Reflects a $0.6 million extraordinary loss (net of a tax benefit of $0.4
    million) on repayment in full of the Senior Subordinated Notes and a $0.5
    million write-off (net of a tax benefit of $0.3 million) of the financing
    costs related to the repayment in full of the Senior Subordinated Notes and
    the Term Loan and a portion of the Revolver which will be reported in the
    period in which the Offering will be consummated. See "Use of Proceeds."
 
                                       11
14
 
                                    DILUTION
 
     At March 31, 1996, the Company had an aggregate of 5,989,294 shares of
Common Stock outstanding with a deficit in net tangible book value of $(21.3)
million or $(3.55) per share. Net tangible book value per share represents the
amount of total tangible assets less total liabilities of the Company, divided
by the number of shares of Common Stock outstanding. Without taking into account
any changes in such net tangible book value after March 31, 1996, other than to
give effect to the sale of the Common Stock in the Offering, the pro forma net
tangible book value at March 31, 1996 would have been $6.8 million or $0.83 per
share. This represents an immediate increase in net tangible book value of $4.38
per share to existing stockholders and an immediate dilution in net tangible
book value of $15.17 per share to new investors purchasing shares in the
Offering. The following table illustrates this per share dilution:
Assumed initial public offering price per share of Common Stock............             $16.00
     Deficit in net tangible book value per share of Common Stock
       before the Offering.................................................  $(3.55)
     Increase per share attributable to new investors......................    4.38
Pro forma net tangible book value per share of Common Stock after the
  Offering.................................................................               0.83
                                                                                        ------
Dilution per share to new investors........................................             $15.17
                                                                                        ======
The following table summarizes, as of March 31, 1996 on a pro forma basis,
the difference between existing stockholders and new investors in this Offering
with respect to: (i) the number of shares of Common Stock purchased from the
Company; (ii) the total consideration paid to the Company; and (iii) the average
price paid or assumed to be paid per share.
SHARES PURCHASED          TOTAL CONSIDERATION
                                       ---------------------     -----------------------     AVERAGE PRICE
                                        NUMBER       PERCENT       AMOUNT        PERCENT       PER SHARE
                                       ---------     -------     -----------     -------     -------------
Existing stockholders(1)...........    5,989,294       73.8%     $13,000,000       27.7%        $  2.17
New investors......................    2,125,000       26.2       34,000,000       72.3           16.00
                                       ---------     -------     -----------     -------
     Total.........................    8,114,294      100.0%     $47,000,000      100.0%
                                        ========     =======      ==========     =======
- ---------------
 
(1) Sale of Common Stock by the Selling Stockholders in the Offering and sale of
    Common Stock by the Selling Stockholders pursuant to the Underwriters'
    over-allotment option will reduce the number of shares held by the existing
    stockholders of the Company to 4,520,544 or 55.7% of the total number of
    shares of Common Stock to be outstanding after the Offering, and will
    increase the number of shares to be purchased by new investors to 3,593,750
    or 44.3% of the total shares of Common Stock to be outstanding after the
    Offering. See "Principal and Selling Stockholders."
 
                                       12
15
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     The following selected financial data relating to the Company have been
taken or derived from the historical financial statements of the Company and are
qualified in their entirety by reference to such financial statements and notes
included therein. See "Consolidated Financial Statements." Certain information
at March 31, 1996 and for the respective three month periods ended March 31,
1995 and March 31, 1996 has been derived from the Company's unaudited interim
financial statements, which are also contained in this Prospectus, and which, in
the opinion of the Company, reflect all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation. Results for the period
ended March 31, 1996 are not necessarily indicative of results for the full
year.
THREE MONTHS ENDED
                                                        YEAR ENDED DECEMBER 31,                            MARCH 31,
                                        --------------------------------------------------------     ---------------------
                                         1991        1992        1993        1994         1995         1995         1996
                                        -------     -------     -------     -------     --------     --------     --------
                                               (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                  (UNAUDITED)
INCOME STATEMENT DATA:
  Net sales............................ $49,946     $57,665     $72,208     $88,820     $118,438     $ 30,453     $ 34,137
  Cost of sales........................  42,639      48,780      59,274      71,280       92,637       24,027       26,467
                                        -------     -------     -------     -------     --------     --------     --------
  Gross profit.........................   7,307       8,885      12,934      17,540       25,801        6,426        7,670
  Operating expenses:
    Engineering........................   1,439       1,477       1,848       2,123        2,504          601          752
    Selling and marketing..............   3,367       3,345       4,232       4,728        5,365        1,258        1,586
    Administrative.....................   3,027       2,986       5,075       4,618        5,138          949        1,177
                                        -------     -------     -------     -------     --------     --------     --------
Operating income (loss)................    (526)      1,077       1,779       6,071       12,794        3,618        4,155
Amortization of FAS 106(1).............      --          --          --      (3,626)          --           --           --
  Interest expense.....................   1,436       1,062       1,055       1,146        1,642          257        1,018
  Other, net...........................     578        (376)       (549)        234          865          219          141
                                        -------     -------     -------     -------     --------     --------     --------
  Income before provision for taxes....  (2,540)        391       1,273       8,317       10,287        3,142        2,996
  Income tax provision (benefit).......    (227)        334         550       3,152        3,680        1,125        1,162
                                        -------     -------     -------     -------     --------     --------     --------
  Net income before change in
    accounting.........................  (2,313)         57         723       5,165        6,607        2,017        1,834
  Change in accounting
    (gain)/loss(2).....................      --        (243)      9,014          --           --           --           --
                                        -------     -------     -------     -------     --------     --------     --------
  Net income (loss)(3)................. $(2,313)    $   300     $(8,291)    $ 5,165     $  6,607     $  2,017     $  1,834
                                        ========    ========    ========    ========    =========    =========    =========
PRO FORMA DATA(4):
  Net income per common share..........                                                 $   0.83     $   0.24     $   0.29
                                                                                        =========    =========    =========
  Weighted average common shares
    outstanding........................                                                 8,114,294    8,114,294    8,114,294
OTHER OPERATING DATA:
  Employees............................     424         459         518         557          581          566          590
  Sales per employee................... $   118     $   126     $   139     $   159     $    204     $     54     $     58
  Capital expenditures.................     346         740         534       1,214        4,189        1,083          201
DECEMBER 31,          MARCH 31, 1996
                                                                            1995        --------------------------
                                                                        ------------                       AS
                                                                           ACTUAL         ACTUAL       ADJUSTED(5)
                                                                        ------------    -----------    -----------
                                                                                               (UNAUDITED)
BALANCE SHEET DATA:
  Working capital.....................................................    $ 10,735        $14,498        $16,950
  Total assets........................................................      52,024         57,567         56,796
  Total debt..........................................................      37,922         40,140         11,965
  Stockholders' equity................................................     (23,119)       (21,285)         6,771
- ---------------
 
(1) The FAS 106 gain in 1994 resulted from the reduction in the post-retirement
    health care benefits liability reflecting a change in actuarial assumptions
    related to the projected growth in medical costs.
 
(2) Reflects in 1992 a $0.2 million after-tax increase in net income resulting
    from the adoption of a new accounting standard for income taxes (FAS 109)
    and in 1993 a $9 million after-tax decrease in net income resulting from the
    adoption of the accrual basis of accounting for post-retirement health care
    benefits (FAS 106).
 
(3) Net income (loss) per share data have been omitted as such amounts are not
    comparable due to the 1995 Recapitalization.
 
(4) Presented as if the 1995 Recapitalization, the exercise of the Warrants, the
    issuance of shares of Common Stock pursuant to the Offering and the
    application of the estimated net proceeds thereof had occurred on January 1,
    1995. Pro forma net income per share data do not include a $0.6 million
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering is
    consummated.
 
(5) Adjusted as if the exercise of the Warrants, the issuance of shares of
    Common Stock pursuant to the Offering and the application of the estimated
    net proceeds thereof had occurred on March 31, 1996. Reflects a $0.6
    extraordinary loss (net of a tax benefit of $0.4 million) on repayment in
    full of the Senior Subordinated Notes and a $0.5 million write-off (net of a
    tax benefit of $0.3 million) of the financing costs related to the repayment
    in full of the Senior Subordinated Notes and the Term Loan and a portion of
    the Revolver which will be reported in the period in which the Offering will
    be consummated. See "Use of Proceeds."
 
                                       13
16
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following discussion of results of operations and financial condition
is based upon and should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto, the Selected Consolidated Financial Data
and other financial data appearing elsewhere in this Prospectus.
 
GENERAL
 
     Gradall Industries, Inc. was formed in 1985 to acquire all of the
outstanding capital stock of The Gradall Company which primarily manufactured
telescopic boom excavators and variable reach material handlers. Concurrent with
the formation of Gradall Industries, Inc., the Company hired a new management
team and embarked on a strategy to profit from its established tradename by
redesigning and improving both its excavator and material handler product lines
and by strengthening and expanding its distribution network.
 
     The Company's consolidated net sales grew from $72.2 million in 1993 to
$118.4 million in 1995, an increase of $46.2 million or 28.1% per annum. This
increase is largely due to significant growth in the rough-terrain variable
reach material handler market and to the expansion of the Company's excavator
product line. Of the $46.2 million total increase, $33.5 million or 72.5%
reflects growth in the Company's material handler business (including related
service parts), and $12.7 million or 27.5% relates to the growth of its
excavator business (including related service parts).
 
     From 1993 to 1995, sales of excavators grew from $40.2 million to $49.2
million, representing an increase of 10.6% per annum. This growth is due to the
success of the Company's new XL Series excavators which were formally introduced
in March 1993 and to an increase in demand for excavators in the market overall
as the result of expanding applications and improved general economic conditions
during the period. The development of the XL Series excavators significantly
strengthened Gradall's competitive position in the larger market of conventional
crawler excavators. Approximately two-thirds of excavator units sold by the
Company in 1995 were XL Series models. In March 1996, the Company introduced the
new XL 2200 excavator in the 11-14 ton size class at Con Expo, a major industry
trade show. The Company believes that this new model is well-positioned to take
advantage of growth in the niche market for smaller, more versatile
high-pressure excavators.
 
     From 1993 to 1995, sales of material handlers grew from $21.4 million to
$53.6 million, representing an increase of 58.3% per annum. This growth is due
to the overall growth in the market for material handlers and to an increase in
demand for the Company's material handlers. Since 1991, the rough-terrain
variable reach material handler market has more than quadrupled in size in terms
of unit sales. This growth is due to new applications, increased rental demand
and displacement of straight-mast forklifts and small rough-terrain cranes.
 
     The Company also manufactures and markets service parts for its excavators
and material handlers. Sales of service parts grew from $10.7 million in 1993 to
$15.6 million in 1995, representing an increase of 20.7% per annum.
Approximately 75% of service parts sales are related to the excavator product
line. The increasing population of working Gradall excavators and material
handlers provides the Company with a large and growing market for its high
margin service parts business.
 
     The implementation of the Company's strategies to improve manufacturing
processes, product quality and cost control has also contributed to the
Company's growth. In 1995, Gradall invested $4.2 million in capital improvements
and plans to invest in excess of $4 million in capital improvements in each of
1996 and 1997. Gradall believes that the recently completed capital
expenditures, which have improved manufacturing techniques, reduced production
costs, expanded plant capacity and improved quality, have contributed
significantly to its increased sales and profitability and, together with
planned capital expenditures, should benefit profit margins in the future. The
final aspect of the Company's operating strategy is the careful monitoring and
management of Gradall's cost structure to improve margins and profitability.
Material purchases constitute Gradall's largest component of cost of sales with
labor cost being the next largest
 
                                       14
17
 
component. Improved sourcing and the increased number of long term vendor
agreements have helped control the materials portion of product cost.
 
     In 1994, net income benefited from a $3.6 million gain resulting from the
reduction in the post-retirement health care benefits liability reflecting a
change in actuarial assumptions related to the projected growth in medical
costs. Income before provisions for income taxes in 1992 benefited from a $0.2
million gain resulting from the adoption of new accounting standards for income
taxes, and net income in 1993 was reduced by a charge of $9.0 million, net of
taxes, resulting from the adoption of the accrual basis of accounting for post-
retirement health care benefits.
 
BACKLOG
 
     As of March 31, 1996, the Company's backlog of orders aggregated
approximately $25.0 million compared to approximately $17.9 million at December
31, 1995 and approximately $23.3 million at December 31, 1994. The increase in
backlog of orders at March 31, 1996 is due primarily to an increase in orders
for material handlers. Substantially all backlog orders at March 31, 1996 are
expected to be shipped by June 30, 1996.
 
RESULTS OF OPERATIONS
 
     The following table sets forth, for the periods indicated, items in the
Company's income statements as a percentage of net sales for the periods
indicated(1):
THREE MONTHS ENDED
                                              YEAR ENDED DECEMBER 31,            MARCH 31,
                                           ------------------------------   -------------------
                                             1993       1994       1995       1995       1996
                                           --------   --------   --------   --------   --------
Net Sales:
  Excavators.............................     55.6%      50.9%      41.5%      40.9%      41.3%
  Material handlers......................     29.6       34.6       45.3       43.6       45.8
  Service parts..........................     14.8       14.5       13.2       15.5       12.9
                                           --------   --------   --------   --------   --------
  Total net sales........................    100.0%     100.0%     100.0%     100.0%     100.0%
Cost of sales............................     82.1       80.3       78.2       78.9       77.5
                                           --------   --------   --------   --------   --------
  Gross profit...........................     17.9       19.7       21.8       21.1       22.5
Operating expenses:
  Engineering............................      2.6        2.4        2.1        2.0        2.2
  Selling and marketing..................      5.9        5.3        4.5        4.1        4.6
  Administrative.........................      7.0        5.2        4.3        3.1        3.4
                                           --------   --------   --------   --------   --------
  Total operating expenses...............     15.4       12.9       11.0        9.2       10.3
                                           --------   --------   --------   --------   --------
Operating income.........................      2.5        6.8       10.8       11.9       12.2
Other expense (income):
  Amortization of FAS 106 (gain).........      0.0       (4.1)       0.0        0.0        0.0
  Interest expense.......................      1.5        1.3        1.4        0.8        3.0
  Other, net.............................     (0.8)       0.3        0.7        0.7        0.4
                                           --------   --------   --------   --------   --------
Income before provision for taxes........      1.8        9.4        8.7       10.3        8.8
Income tax provision.....................      0.8        3.5        3.1        3.7        3.4
                                           --------   --------   --------   --------   --------
Net income before change in accounting...      1.0%       5.8%       5.6%       6.6%       5.4%
                                           ========   ========   ========   ========   ========
- ---------------
 
(1) The sum in any column may not equal the indicated total due to rounding.
 
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
 
     Net sales.  Net sales for the three months ended March 31, 1996 were $34.1
million, an increase of $3.7 million or 12.1%, compared to $30.5 million for the
three months ended March 31, 1995. The increase in net sales was primarily
attributable to a significant increase in sales volume of material handlers, a
moderate increase in sales volume of excavators and price increases affecting
both product lines. Net sales of excavators
 
                                       15
18
 
for the three months ended March 31, 1996 were $14.1 million, an increase of
$1.6 million or 12.8%, compared to $12.5 million for the three months ended
March 31, 1995. Net sales of material handlers for the three months ended March
31, 1996 were $15.6 million, an increase of $3.0 million or 23.8%, compared to
$12.6 million for the three months ended March 31, 1995. Net sales of service
parts for the three months ended March 31, 1996 were $4.4 million, a decrease of
$0.3 million or 6.4%, compared to $4.7 million for the three months ended March
31, 1995.
 
     Cost of sales.  Cost of sales for the three months ended March 31, 1996
were $26.5 million, an increase of $2.4 million or 10.2%, compared to $24.0
million for the three months ended March 31, 1995. This increase was due to an
increase in sales volume. Cost of sales as a percentage of net sales declined to
77.5% for the three months ended March 31, 1996 from 78.9% for the three months
ended March 31, 1995 primarily due to higher production efficiencies and
economies of higher production volume.
 
     Engineering.  Engineering expense for the three months ended March 31, 1996
was $0.8 million, an increase of $0.2 million or 25.1%, compared to $0.6 million
for the three months ended March 31, 1995. This increase was due to the addition
of engineering personnel to support new product development.
 
     Selling and marketing.  Selling and marketing expenses for the three months
ended March 31, 1996 were $1.6 million, an increase of $0.3 million or 26.1%,
compared to $1.3 million for the three months ended March 31, 1995. This
increase was primarily attributable to the expenses related to the 1996 Con
Expo, a major trade show held every three years.
 
     Administrative.  Administrative expenses for the three months ended March
31, 1996 were $1.2 million, an increase of $0.2 million or 24.0%, compared to
$0.9 million for the three months ended March 31, 1995. This increase was
primarily attributable to higher legal expenses and the addition of professional
employees to support quality control and management information systems.
 
     Interest expense.  Interest expense for the three months ended March 31,
1996 was $1.0 million, an increase of $0.8 million or 296.1%, compared to $0.3
million for the three months ended March 31, 1995. This increase in interest
expense was due to increased borrowings in connection with the 1995
Recapitalization.
 
     Income tax provision.  Income tax expense for the three months ended March
31, 1996 was $1.2 million which was comparable with income tax expense for the
three months ended March 31, 1995 and represented an effective tax rate of 38.8%
and 35.8%, respectively.
 
Fiscal 1995 Compared to Fiscal 1994
 
     Net sales.  Net sales were $118.4 million for fiscal 1995, an increase of
$29.6 million or 33.3%, compared to $88.8 million for fiscal 1994. The increase
in net sales was primarily attributable to a significant increase in sales
volume of material handlers, a moderate increase in sales volume of excavators
and price increases affecting both product lines. Net sales of excavators were
$49.2 million for fiscal 1995, an increase of $4.0 million or 8.9%, compared to
$45.2 million for fiscal 1994. Net sales of material handlers were $53.6 million
for fiscal 1995, an increase of $22.9 million or 74.6%, compared to $30.7
million for fiscal 1994. Net sales of service parts were $15.6 million for
fiscal 1995, an increase of $2.7 million or 20.9%, compared to $12.9 million for
fiscal 1994.
 
     Cost of sales.  Cost of sales were $92.6 million for fiscal 1995, an
increase of $21.4 million or 30.0%, compared to $71.3 million for fiscal 1994.
This increase was due to an increase in sales volume. Cost of sales as a
percentage of net sales declined to 78.2% for fiscal 1995 from 80.3% for fiscal
1994 primarily due to higher production efficiencies and economies of higher
production volume.
 
     Engineering.  Engineering expense was $2.5 million for fiscal 1995, an
increase of $0.4 million or 17.9%, compared to $2.1 million for fiscal 1994.
This increase was due to the addition of engineering personnel to support new
product development.
 
     Selling and marketing.  Selling and marketing expenses were $5.4 million
for fiscal 1995, an increase of $0.6 million or 13.5%, compared to $4.7 million
for fiscal 1994. This increase was primarily attributable to
 
                                       16
19
 
greater spending for advertising, higher interest expense for distributor
financing plans and prepaid freight on stock service orders.
 
     Administrative.  Administrative expenses were $5.1 million for fiscal 1995,
an increase of $0.5 million or 11.3%, compared to $4.6 million for fiscal 1994.
This increase was primarily attributable to greater post-retirement health care
expenses and an increase in legal expenses.
 
     Interest expense.  Interest expense was $1.6 million for fiscal 1995, an
increase of $0.5 million or 43.3%, compared to $1.1 million for fiscal 1994.
This increase was due to increased borrowings associated with the 1995
Recapitalization which occurred in October 1995.
 
     Income tax provision.  Income tax expense was $3.7 million for fiscal 1995,
an increase of $0.5 million or 16.8%, compared to $3.2 million for fiscal 1994
and represented an effective tax rate of 35.8% for fiscal 1995 and 37.9% for
fiscal 1994.
 
Fiscal 1994 Compared to Fiscal 1993
 
     Net Sales.  Net sales were $88.8 million for fiscal 1994, an increase of
$16.6 million or 23.0%, compared to $72.2 million for fiscal 1993. This increase
was primarily attributable to a significant increase in sales volume of material
handlers, a moderate increase in sales volume of excavators and price increases
affecting both product lines. Net sales of excavators were $45.2 million for
fiscal 1994, an increase of $5.1 million or 12.7%, compared to $40.2 million for
fiscal 1993. Net sales of material handlers were $30.7 million for fiscal 1994,
an increase of $9.3 million or 43.5%, compared to $21.4 million for fiscal 1993.
Net sales of service parts were $12.9 million for fiscal 1994, an increase of
$2.2 million or 20.6%, compared to $10.7 million for fiscal 1993.
 
     Cost of sales.  Cost of sales were $71.3 million for fiscal 1994, an
increase of $12.0 million or 20.3%, compared to $59.3 million for fiscal 1993.
This increase was due to an increase in sales volume. Cost of sales as a
percentage of net sales declined to 80.3% for fiscal 1994 from 82.1% for fiscal
1993 primarily due to higher production efficiencies and economies of higher
production volume.
 
     Engineering.  Engineering expense was $2.1 million for fiscal 1994, an
increase of $0.3 million or 14.9%, compared to $1.8 million for fiscal 1993.
This increase was primarily attributable to reduced expenses in 1993 resulting
from recovery of product engineering costs associated with a special military
project.
 
     Selling and marketing.  Selling and marketing expenses were $4.7 million
for fiscal 1994, an increase of $0.5 million or 11.7%, compared to $4.2 million
for fiscal 1993. This increase was primarily attributable to added service parts
support staff and greater spending for advertising.
 
     Administrative.  Administrative expenses were $4.6 million for fiscal 1994,
a decrease of $0.5 million or 9.0%, compared to $5.1 million for fiscal 1993.
This decrease was primarily attributable to a $0.6 million decrease in
post-retirement health care expenses.
 
     Interest expense.  Interest expense was $1.1 million for fiscal 1994, an
increase of $0.1 million or 8.6%, compared to $1.0 million for fiscal 1993. This
increase resulted from the increase in prime interest rates for 1994 over 1993.
 
     Income tax provision.  Income tax expense was $3.2 million for fiscal 1994,
an increase of $2.6 million or 473.1%, compared with an income tax expense of
$0.6 million for fiscal 1993 and represented an effective tax rate of 37.9% for
fiscal 1994 and 43.2% for fiscal 1993.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     On October 13, 1995, the Company completed the 1995 Recapitalization. In
connection with the 1995 Recapitalization, the Company entered into a securities
purchase agreement pursuant to which the Company issued $10 million of the
Senior Subordinated Notes and the Warrants. The Company also entered into the
Credit Facility pursuant to which the Company borrowed $10 million under the
Term Loan. In addition, the Credit Facility provides a revolving line of credit
of $22 million under the Revolver. The Company may select
 
                                       17
20
 
from various interest rate options on principal balances outstanding under the
Credit Facility. Under the Revolver, the interest rate options are either LIBOR
plus 2.75% or prime plus 0.75%. Under the Term Loan, the interest rate options
are either LIBOR plus 3.00% or prime plus 1.00%. On December 31, 1995, the
weighted average interest rate under the Credit Facility was 8.9%. In addition,
there were $18.1 million of borrowings under the Revolver and $10 million of the
Term Loan outstanding. On March 31, 1996, the weighted average interest rate
under the Credit Facility was 8.8%. As of the end of the first quarter, there
were $20.3 million of borrowings under the Revolver and $10 million of the Term
Loan outstanding. In addition, on March 31, 1996, there was $1.7 million
available for future borrowings under the Revolver.
 
     The net proceeds of the Offering are proposed to be used as follows: $2
million to redeem all of the outstanding shares of the Preferred Stock; $10
million to redeem all of the Senior Subordinated Notes; $10 million to repay in
full the Term Loan; and the balance of $9.1 million to repay a portion of the
amount outstanding under the Revolver. The pro forma amount of total debt to be
outstanding after the Offering is approximately $12.0 million. Immediately prior
to the consummation of the Offering, the Warrants will be exercised and 449,294
shares of Common Stock will be issued. The Company will incur a non-cash
extraordinary charge against earnings upon the early retirement of the Senior
Subordinated Notes in the amount of approximately $0.6 million, net of a tax
benefit of approximately $0.4 million, attributable to the original issue
discount related to the Senior Subordinated Notes. In addition, the Company will
incur a non-cash charge against earnings in the amount of approximately $0.5
million, net of a tax benefit of approximately $0.3 million, attributable to the
write-off of the deferred financing costs related to the repayment in full of
the Senior Subordinated Notes and the Term Loan and a portion of the Revolver.
These charges will be reflected in the fiscal quarter in which such repayment
occurs.
 
     Substantially all of the Company's assets are pledged to secure the
Company's obligations owed under the Credit Facility. The terms of the Credit
Facility contain, among other provisions, requirements for maintaining various
financial ratios, defined levels of minimum earnings before interest, taxes,
depreciation and amortization, and prohibitions on certain payments, including
dividends on Common Stock. The Company is in the process of amending or
replacing the Credit Facility, so as to reflect the improved financial condition
of the Company after completion of the Offering. The Company is currently
seeking to obtain a revised senior credit facility (the "New Credit Facility")
under which the Company anticipates it will have the ability to borrow up to $25
million on more favorable terms and with financial covenants that would provide
greater financial flexibility to the Company than the terms of the Credit
Facility. No assurance can be given that the Company will be able to obtain the
New Credit Facility on terms acceptable to the Company.
 
     The Company has funded its operations primarily with cash from operations.
The Company generated net cash from (used in) operating activities of
$(1,348,000) for the three months ended March 31, 1996 and $7,570,000 for 1995.
Net cash from (used in) operating activities for the three months ended March
31, 1996 primarily resulted from $1,834,000 of net income, and $579,000 of
non-cash charges to income less deferred taxes which were more than offset by
$(3,761,000) of net cash used by changes in operating assets and liabilities,
primarily a $5,760,000 increase in accounts receivable due to strong shipments
in the first quarter. Net cash from operating activities for 1995 resulted
primarily from $6,607,000 of net income, $908,000 of non-cash charges to income
less deferred taxes and $55,000 of net cash provided by changes in operating
assets and liabilities, primarily a $4,106,000 increase in payables and accruals
that more than offset a $3,618,000 increase in inventory.
 
     Net cash used by investing activities, consisting of purchases of property
and equipment, was $201,000 for the three months ended March 31, 1996 and
$4,159,000 in 1995. These capital expenditures were incurred primarily in
connection with the Company's multi-year program to increase production
efficiencies, labor productivity and the New Philadelphia Facility's output
through investments in new capital equipment. Management anticipates that the
Company's capital expenditures in 1996 will exceed $4 million. Management
believes that the remaining $3.8 million will be funded by cash from operations
and by the New Credit Facility. Management expects to maintain a similar level
of capital spending in 1997 which would also be funded from internally generated
cash flow as well as from borrowings under the New Credit Facility.
 
                                       18
21
 
     A substantial amount of the Company's working capital is invested in
accounts receivable and inventories. The Company periodically reviews accounts
receivable for noncollectability and inventories for obsolescence and
establishes allowances that it believes are appropriate. In addition, the
Company continuously monitors the level of its purchase orders for raw materials
and correlates these orders, and its inventory balances of the various raw
materials, to its current production schedule. To avoid shortages of raw
materials during periods of increased demand, the Company may from time to time
increase its level of purchases to meet its anticipated future level of
production. After giving effect to the Offering, the Company believes that cash
flow from operations together with funds available under its New Credit Facility
will be adequate to fund its working capital and capital expenditure
requirements for the foreseeable future.
 
ACCOUNTING PRONOUNCEMENTS
 
     Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," is
effective for the year ending December 31, 1996. In the opinion of management,
this statement will not materially impact the Company's financial position or
results of operations.
 
     Statement of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation," is effective for the year ending December 31, 1996. The
Company has not decided how it intends to apply the accounting and disclosure
provisions of this statement.
 
                                       19
22
 
                                    BUSINESS
 
OVERVIEW
 
     Gradall is a leading manufacturer of hydraulic excavators and material
handlers as well as related service parts. The Company's products are marketed
under the widely respected Gradall tradename and are distinguished by their
unique telescopic boom technology, versatility, productivity and reliability.
Gradall products serve niche markets within the construction equipment industry
and typically command premium prices. In 1995, total sales were $118.4 million,
comprised of $49.2 million in sales of excavators, $53.6 million in sales of
material handlers and $15.6 million in sales of service parts. Since January
1993, the Company has introduced 12 new products which accounted for in excess
of 50% of Gradall's net sales in 1995.
 
     Gradall excavators are typically used by general contractors and government
agencies for ditching, sloping, finished grading, general maintenance and
infrastructure projects. The Company's excavators are sold through approximately
41 independent distributors at approximately 141 locations throughout North
America. The introduction and ongoing development of the Company's XL Series
excavators featuring the unique Gradall rotating, telescopic booms with
high-pressure hydraulics have allowed the Company to continue to dominate its
traditional niche market of wheeled, telescopic boom excavators and to
strengthen its competitive position in the larger market of conventional crawler
excavators, a market historically dominated by knuckle-boom technology.
 
     Gradall rough-terrain variable reach material handlers are typically used
by residential, non-residential and institutional building contractors for
lifting, transporting and placing a wide variety of materials at their point of
use or storage. The Company's material handlers are sold through approximately
40 independent distributors at approximately 120 locations throughout North
America. In addition, Gradall material handlers are available at national rental
companies at over 129 locations. The Company continues to introduce new material
handlers with Gradall's unique 90 degree rear-pivot steering, hydrostatic drive 
and low profile design which provide an exceptional combination of 
maneuverability, versatility and stability. This new product development has 
allowed the Company to increase its market share in the rapidly growing 
rough-terrain variable reach material handler market.
 
     Gradall's strategy is to design and produce high quality hydraulic
excavators and material handlers for niche markets while simultaneously reducing
manufacturing costs and increasing production efficiencies. Gradall's ability to
design and customize each of its product lines to fit the specifications of its
customers augments the uniqueness of the Company's products. In addition, in
1995, the Company commenced a multi-year capital expenditure program designed to
expand plant capacity and reduce production costs by increasing labor efficiency
and equipment productivity and improving quality. Management believes that these
strategies have enabled the Company to increase substantially its profitability
in recent years.
 
THE INDUSTRY
 
     Gradall competes principally in the construction equipment industry. In
1994, the latest year for which U.S. industry figures have been published, sales
of construction equipment exceeded $14 billion. In 1995, total construction
spending was approximately $470 billion. The construction equipment industry is
highly competitive and global in scope. The U.S. construction equipment industry
consists of about 700 manufacturers. The demand for construction equipment is
largely driven by general economic conditions.
 
     Since the beginning of 1993, the construction equipment industry has grown
due to improved general economic conditions, increased public funding for
infrastructure projects and increased demand for rental equipment. The U.S.
Department of Commerce has estimated that more than half of the country's major
highways and one-third of the bridges are in need of some repair. Gradall
management believes that the need for such repairs will continue to benefit the
demand for the Company's products to the extent that funding for such repairs is
available. In addition, construction machinery rentals have increased due to the
need for specific, high-cost equipment for short durations, distributors'
ability to convert rentals into subsequent sales and the lack of an investment
tax credit for purchasers. In particular, the market for material handlers,
which typically are rented by distributors or other rental companies before
being sold in the retail market, has notably
 
                                       20
23
 
increased over the past several years consistent with the trend towards rental
of construction equipment. Another important element of the current demand for
construction machinery is the replacement of older machines with new and more
versatile ones. The Company believes that the present popularity of machines
with multiple functions, faster work cycles, ease of transport and special
attachments, such as Gradall products, will continue in the future.
 
     Excavators.  The total market for hydraulic excavators in the U.S. grew
from approximately 11,000 units in 1993 to 16,000 units in 1995. The growth in
the market is due to improved general economic conditions and expanding
applications of hydraulic excavators. Excavators were traditionally used for
earth moving and below-ground applications such as trenching, road construction,
site development, mining and irrigation. The use of excavators has expanded to
include many above-ground applications such as demolition, bridge work,
hazardous waste clean-up, scrap handling and forestry work as well as
applications at industrial sites such as mines and steel mills.
 
     The excavator market may be divided into two product categories consisting
of track-mounted "crawler" excavators (which is further divided into several
size classes) and wheel-mounted "wheeled" excavators, which in recent years have
constituted approximately 96% and 4% of the total market for excavators,
respectively. The conventional crawler excavator market has been traditionally
dominated by knuckle-boom technology. The Company manufactures telescopic boom
crawler excavators in three size classes -- 11-14 tons, 19-21 tons and 24-28
tons -- which in 1995 accounted for approximately 11%, 23% and 9% of the total
crawler excavator market, respectively, for a total of approximately 43%. The
remainder of the crawler excavator market is represented by size classes which
are smaller or larger than the sizes currently manufactured by the Company.
Gradall is a leading manufacturer of wheeled telescopic boom excavators. Based
on industry data, the Company estimates that its market share of wheeled
excavators is 50-55% and that its market share of highway speed, telescopic boom
excavators is 85-90%.
 
     Material handlers.  The market for rough-terrain variable reach material
handlers has experienced dynamic growth in recent years due to new applications,
increased rental demand and displacement of straight-mast forklifts and small
rough-terrain cranes. The retail market for material handlers has grown from
approximately 1,900 units in 1993 to more than 4,700 units in 1995. Material
handlers are typically used for lifting, transporting and placing a wide variety
of materials such as bricks, blocks, lumber, drywall, structural steel and
roofing materials at their point of use or storage. The increased use of new
attachments such as buckets, augers, winches, truss booms, side shifting/fork
positioning carriages and swing carriages has contributed to the development of
new applications of material handlers.
 
     The rough-terrain variable reach material handler market is divided into
several size classes. The Company manufactures and markets material handlers in
three size classes -- 6-7,000 lbs., 8-9,000 lbs. and 10,000 lbs. and
over -- which in the aggregate represent over 90% of the total market for
material handlers. Based on industry data, the Company estimates that its market
share of rough-terrain variable reach material handlers is 17-20%.
 
GROWTH STRATEGY
 
     The Company's growth strategy is to design and produce high quality
hydraulic excavators and material handlers for niche markets while
simultaneously reducing manufacturing costs and increasing production capacity.
From 1993 to 1995, the Company introduced 12 new products, and its sales and
operating income increased from $72.2 million to $118.4 million, and from $1.8
million to $12.8 million, respectively. The key components of the Company's
strategy are:
 
     Develop unique products.  The Company remains committed to devoting
significant resources toward engineering and producing unique excavators and
material handlers. With the development of its XL Series excavators, the Company
introduced new products to the conventional crawler excavator market. The XL
Series excavators are exceptional because they combine the versatility of the
Gradall rotating, telescopic boom with the productivity of high-pressure
hydraulics. The XL 2200, introduced in March 1996, is the latest XL Series model
and will compete in the 11-14 ton size class. In 1994, the Company significantly
strengthened its material handler product line with the introduction of a new
model in the 8-9,000 lbs. size class; and, in March
 
                                       21
24
 
1996, Gradall introduced a new material handler in the 10,000 lbs. and over size
class which is one of the largest material handlers in the industry. The
Company's product development engineers are currently designing additional new
excavators and material handlers which Gradall plans to market in the near
future.
 
     Target niche markets.  The Company is working to continue its leading
position in its traditional niche market of highway speed, telescopic boom
excavators and to gain a leading position in several niche markets in the
conventional crawler market. Prior to 1993, the Company focused on the wheeled
excavator market which represents approximately 4% of the total excavator
market. Although this niche market accounts for a small portion of the overall
excavator market, it is a stable market with historically consistent profit
margins. With the introduction of the XL Series excavators in 1993, the Company
significantly strengthened its competitive position in several size classes of
the conventional crawler excavator market which in the aggregate currently
represent approximately 43% of that market. Gradall believes that it is
well-positioned to take advantage of the niches in the crawler excavator market
which demand premium full-featured products. In the material handler market, the
Company focuses on the segment which demands a reliable premium product that
offers a high level of versatility and maneuverability. The Company believes it
is well-positioned to compete in this dynamically growing market.
 
     Improve manufacturing processes.  An important element of Gradall's growth
strategy is to expand profit margins through improved manufacturing processes.
In 1995, Gradall invested $4.2 million in capital equipment and initiated a
multi-year capital program designed to increase automation and technology,
material utilization and overall output. In addition, Gradall plans to invest in
excess of $4 million in capital equipment in each of 1996 and 1997 as part of
this multi-year capital program. The recent capital expenditures have included
robotic welding systems, fabrication equipment and direct computer-controlled
equipment for cellular production. Gradall has also adopted programs designed to
reward its employees for improvements in overall productivity and profitability.
In addition, the Company has implemented aggressive quality programs in the
areas of statistical process control, warranty reduction and quality assurance.
Gradall believes its recent and planned investments in automation and
technology, material control, productivity incentives and quality programs
should improve its manufacturing processes and benefit profit margins in the
future.
 
     Emphasize quality.  Gradall has adopted a "continuous improvement" strategy
for every facet of its operation. The Company has carried the continuous
improvement concept beyond the scope of the traditional quality definition to
include product development and employee training and development. This strategy
has led to significant reductions in the Company's total cost of quality
(defined as warranty, rework and scrap expenses), which declined from 2.6% of
sales in 1993 to 2.0% in 1995. The Company has implemented statistical process
controls, a monitored product quality review program and a formal supplier
quality assurance program.
 
     Increase distributor support.  The Company believes that its distribution
network is among the strongest in the industry and a core strength for its
future growth. The Company plans to further enhance its distribution network by
continuing to produce unique new products, provide marketing and sales support
through its regional sales managers, and provide technical and service support
through its district service managers.
 
     Expand service parts business.  Management has focused on expanding the
Company's service parts business to increase revenues and profits by taking
advantage of the growth in the working population of Gradall excavators and
material handlers. As a part of this focus, the Company has implemented the
Gradall On Line Distributor ("GOLD") computer system which links the Company and
its distributors to facilitate communications regarding orders, availability and
other information involving Gradall service parts.
 
     Pursue joint venture and international business opportunities.  Although
substantially all of the Company's business has been focused in North America,
the Company believes its increased product development efforts should enable the
Company to take advantage of international opportunities, including
infrastructure development in emerging markets in Europe and Asia. The Company
currently has a joint venture to manufacture and market material handlers in
Eastern Europe and is exploring other international joint venture projects. In
addition, the Company has embarked on a program to obtain its ISO 9001
certification in order to assist the international marketing of its products.
 
                                       22
25
 
     Capitalize on greater financial flexibility. The Company will use its net
proceeds from this Offering to reduce its debt and better position the Company
to expand the scope of its operations through further development of its
products, manufacturing process and distribution network as well as to pursue
possible acquisitions. The Company believes it will have the opportunity to
participate in the current trend of consolidation in the construction equipment
industry, although it is not currently involved in any active discussions in
this regard.
 
PRODUCTS AND MARKETS
 
     The Company engineers, manufactures and markets premium hydraulic
excavators and material handlers which incorporate Gradall's unique design
features. In addition, the Company manufactures and markets service parts for
its excavators and material handlers. Since January 1993, the Company has
introduced 12 new products which accounted for in excess of 50% of total sales
in 1995.
 
                         REVENUE BY PRODUCT CATEGORY(1)
YEAR ENDED DECEMBER 31,
                                  ----------------------------------------------
                                  1991      1992      1993      1994       1995
                                  -----     -----     -----     -----     ------
                                              (DOLLARS IN MILLIONS)
Excavators....................    $30.0     $33.8     $40.2     $45.2     $ 49.2
Material handlers.............      9.5      12.2      21.4      30.7       53.6
Service parts.................     10.5      11.6      10.7      12.9       15.6
                                  -----     -----     -----     -----     ------
Total.........................    $49.9     $57.7     $72.2     $88.8     $118.4
                                  =====     =====     =====     =====     ======
- ---------------
 
(1) The sum in any column may not equal the indicated total due to rounding.
 
Excavators
 
     All Gradall excavators are distinguished by their rotating telescopic boom
technology, versatility, productivity and reliability. Gradall excavators are
typically used for ditching, sloping, finished grading and general maintenance
which often require precise boom and bucket movements which conventional
knuckle-boom excavators cannot provide. Gradall excavators are also used at
various construction sites with restricted overhead clearance areas or other
operating requirements where it would be difficult for conventional knuckle-boom
excavators to operate. Gradall's highway speed excavators are particularly
useful to customers who require their equipment to be at multiple locations
within short periods of time. Gradall excavators compete in the wheeled
excavator category and three size classes in the crawler excavator category.
 
     A brief description of Gradall excavator models is as follows:
 
     G3WD Series E.  This model is a single-engine highway speed excavator
purchased primarily by state and local government agencies. The mobility and
versatility of this product are its primary market strengths since it enables
the user to do the work of three machines -- an excavator, grader and wheeled
loader. The Company's ability to customize this product to meet the
specifications required by government agency bid contracts gives it a particular
competitive advantage.
 
     XL Series.  The Company formally introduced the XL Series in March 1993 to
enhance its competitive position in the larger market segment of conventional
crawler excavators. The XL Series products compete in the 11-14 ton, 19-21 ton
and 24-28 ton size classes which in the aggregate constitute approximately 43%
of the entire crawler excavator market. The XL Series products combine the
versatility of the Gradall telescopic boom technology with the performance of
high-pressure hydraulics. The XL Series products have more than twice the
productivity and efficiency of the Gradall models they replaced.
 
                                       23
26
 
     XL2000 Series.  This model was introduced in March 1996 and competes in the
     11-14 ton class which represents approximately 11% of the total crawler
     excavator market. This model is designed to meet the needs of residential
     and general contractors. In addition, the Company's plans for the XL2000
     Series include a rough-terrain wheeled version and special industrial
     versions for use in mines and steel mills, respectively.
 
     XL4000 Series.  This model competes in the 19-21 ton class which represents
     approximately 23% of the total crawler excavator market. The XL4000 Series
     is available in both wheeled and crawler versions. This model is widely
     used by municipalities and general contractors.
 
     XL5000 Series.  This model competes in the 24-28 ton class traditionally
     dominated by conventional crawler knuckle-boom excavators. This class
     accounts for approximately 9% of the total crawler excavator market. The XL
     5000 Series is the largest high-pressure hydraulic excavator manufactured
     by the Company and is available in both wheeled and crawler versions. It is
     well-accepted among infrastructure and highway contractors.
 
     In addition to the above-mentioned models which are primarily used in
construction applications, the Company offers excavators in both wheeled and
crawler versions which are used in industrial applications such as mines and
steel mills, respectively. Certain specialized Gradall crawler models are the
accepted standard in the steel industry for cleaning furnaces and ladles and for
other steel mill applications. Gradall excavators have also been specially
designed for mine scaling applications at limestone and salt mines.
 
     The primary features of Gradall excavators are:
 
     Telescopic boom. The rotating, telescopic boom is well-known for its
versatility and strength. The unique design is excellent for production work
such as trenching and earth moving as well as precision work including finished
grading and clean-up.
 
     Wheeled carriers. The Company's highway speed, wheeled carriers are
designed and manufactured by Gradall to meet the needs for a reliable and
durable carrier. They are offered in two, four or six-wheel drive
configurations.
 
     Remote control, single cab operation. All Gradall wheeled excavators are
designed with two cabs -- one for the operation of the carrier and the other for
the operation of the excavator. They are engineered so that one operator can
control the carrier by remote control from the excavator cab. This allows for
greater versatility and adds significantly to the productivity of the machine.
 
     Crawler undercarriages. Gradall crawler undercarriages are specifically
designed and manufactured by the Company to provide the speed and stability
requirements of XL Series hydraulics and increased productivity.
 
     Options/attachments. In addition to a variety of standard features, Gradall
also offers specialized options as requested by customers including air
conditioning, work lights, vandal covers and special auxiliary hydraulics.
Gradall recently announced the introduction of the "telestick" boom attachment
which extends the reach of the XL4000 and XL5000 Series excavators approximately
50% to 45'5" and 50'9", respectively.
 
Material Handlers
 
     All Gradall material handlers are renowned for their maneuverability,
versatility and dependability. Gradall material handlers are typically used for
lifting, transporting and placing a variety of materials such as bricks, blocks,
lumber, drywall, structural steel and roofing materials at their point of use or
storage. The Company manufactures five basic models of material handlers in
three size classes.
 
     A brief description of Gradall material handler models is as follows:
 
     522/524. The 522/524 competes in the 6-7,000 lbs. class which represents
approximately 55% of the total material handler market. It is available in both
two-section and three-section booms which provide a maximum lift height of 24'
and 32', respectively. This model is very cost efficient and is ideally suited
for less demanding applications.
 
                                       24
27
 
     534C-6. The 534C-6 is the most popular Gradall material handler. It also
competes in the 6-7,000 lbs. class and has a maximum lift height of 36'. This
model is very well-accepted among mason and roofing contractors.
 
     534C-9. The 534C-9 competes in the 8-9,000 lbs. class which represents
approximately 30% of the market and has a maximum lift height of 40'. This model
was introduced in the fall of 1994 and has a strong appeal to framing
contractors.
 
     534C-10. The 534C-10 competes in the 10,000 lbs. and over class which
represents approximately 7% of the market. It has a maximum lift height of 40'
and is ideally suited for operations requiring heavy lifting. This model has
stabilizers as standard equipment to increase its overall capacity at full
reach.
 
     544C. The 544C was introduced in March 1996 and also competes in the 10,000
lbs. and over class. It is one of the industry's largest material handlers and
has a maximum lift height of 55'. This model permits working on buildings as
high as six stories and also includes stabilizers as standard equipment.
 
     The primary features of Gradall material handlers are:
 
     90 degree rear-pivot steering. This is the key feature of a Gradall 
material handler which provides excellent maneuverability by allowing the 
machines to turn within a tight radius. The design keeps the forks and the 
load inside the turning radius while providing the ability to maneuver the 
vehicle in tight areas.
 
     Strong and versatile boom. Gradall material handlers feature one of the
industry's strongest booms. The Gradall boom is capable of handling a variety of
attachments which leads to a high degree of versatility. In addition, Gradall
has a proprietary design to facilitate switching the attachments called
QuickSwitch(TM).
 
     Low profile. A significant advantage of the Gradall material handler is its
low overall height. The vehicle can move under doorways as low as eight feet
while maintaining excellent ground clearance.
 
     Hydrostatic drive. Hydrostatic drive provides the benefits of easier,
no-shift operations, inching capability, quick accelerations and a smooth, even
ride.
 
     Stability. Gradall material handlers operate with the industry's longest
wheelbase and shortest overall length which increase their capacity and
stability. Their engine is mid-mounted within the frame providing uniform weight
distribution and improved visibility.
 
Service Parts
 
     In addition to engineering, manufacturing and marketing hydraulic
excavators and material handlers, the Company produces and sells related service
parts. This is an important source of revenue and profitability for the Company.
Since the Company's products are kept operational for years with parts and
service support, each Gradall product that enters the market provides the
Company with a potential long-term revenue source. Sales of service parts
typically generate high gross margins and historically have been less sensitive
to industry cycles.
 
     In order to increase sales of service parts in the face of growing
competition, the Company focuses on parts availability, marketing and sales
activities. As a part of this focus, the Company has implemented the Gradall On
Line Distributor ("GOLD") computer system which links the Company and its
distributors to facilitate communications regarding orders, availability and
other information involving Gradall service parts. The Company emphasizes the
importance of stocking and marketing service parts and has developed a delivery
system to provide quick shipment of emergency and unit down parts. The Company
provides same day shipment on unit down orders and promotes distributor
incentives for stock orders.
 
Specialized Machines
 
     Gradall has the ability to modify its products to suit the specific needs
of its customers. This ability to produce specialized machines is a part of
Gradall's overall strategy to serve specialty, higher margin markets within the
construction equipment industry. Over 35% of all Gradall excavators are modified
from standard models, and approximately 10% of all Gradall material handlers are
customized with add-on and/or special
 
                                       25
28
 
attachments. Gradall is able to design and produce specialized machines while
meeting the delivery schedule of its customers. Some of the specialized machines
developed by the Company are now being marketed as standard models; for example,
special excavators created for mine scaling, steel mills and other special
industrial applications have become Gradall standard models.
 
MARKETING & DISTRIBUTION
 
     The Company primarily markets and distributes its products through a
network of independent distributors and rental companies who, in turn, sell or
rent the products to end-users. The Company also sells directly through its own
marketing staff to certain major accounts as well as to customers located
outside the United States. Gradall believes that its distribution network is
among the strongest in the industry and is a core strength of its business. The
Company plans to continue to enhance its distribution network by producing
unique new products, providing marketing and sales support through its regional
sales managers, and by providing technical and service support through its
district service managers.
 
     Gradall excavators are primarily used by general contractors and government
agencies. Gradall material handlers are customarily used by residential,
non-residential and institutional building contractors. Since these are distinct
user bases, the Company markets excavators and material handlers and their
related service parts through two separate distribution networks. The Company's
excavator distribution network is comprised of approximately 41 independent
distributors at approximately 141 locations in North America. The Company's
material handler distribution network is composed of approximately 40
independent distributors at approximately 120 locations. In addition, Gradall
material handlers are available at national rental companies at over 129
locations. No single distributor or rental company accounted for more than 10%
of the Company's sales in 1995.
 
     The Company believes that its ongoing distributor support and training
programs help enhance the competitiveness and increase the strength of its
distribution network. The Company supports the sales, service and rental
activities of its distributors with product advertising, sales literature,
product training and major trade show participation. The independent
distribution network is serviced by the Company's five regional sales managers
for excavators and six regional sales managers for material handlers. Each
regional sales manager is also responsible for developing new distributors
within his region.
 
     The Company provides its distributors with product financing through
agreements with third party financing companies. Such financings include a
Wholesale Floor Plan for distributors and a Retail Finance Plan for end-users,
each with reduced interest rates subsidized by the Company, and a Rental Plan
for distributors.
 
     The Company supports the servicing of its products through a field service
organization consisting of four district service managers located throughout the
United States. The district service managers provide service training and
technical support to the distributors, and act as a liaison among customers,
distributors and the Company on service related matters. The district service
managers are also involved in service parts marketing, sales call support and
product demonstrations. In addition, the Company has three service
representatives at the New Philadelphia Facility who are responsible for
fulfilling the Company's commitment to product reliability.
 
MANUFACTURING
 
     The Company fabricates, welds, machines and assembles the chassis,
telescopic booms, attachments and many component parts for its excavators and
material handlers. The goals of the Company's manufacturing operation are
quality, efficiency, productivity, cost control and on-time delivery. The
Company strives to develop its manufacturing capacity, productivity and quality
through automation and technology, material control, productivity incentives for
employees and quality programs.
 
     Automation and technology. In 1995, Gradall invested $4.2 million in
capital expenditures and initiated a multi-year capital expenditure program
designed to increase production efficiency, promote labor productivity, augment
material utilization and increase output. Gradall plans to invest in excess of
$4 million in capital
 
                                       26
29
 
improvements in each of 1996 and 1997. Thus far, capital improvements have
included robotic welding systems, laser cutting machines, oxygen assist plasma
cutting machines and direct computer-controlled equipment designed for cellular
production. Planned expenditures will include additional robotic welding
systems, laser cutting machines, oxygen assist plasma cutting machines and a
large computerized boring machine. Gradall believes that the recently completed
capital expenditures, which have reduced production costs, expanded plant
capacity and improved quality, and planned capital expenditures, should benefit
profit margins in the future.
 
     Material control. The Company has instituted and continues to institute
material control improvements. These improvements include the introduction of
just-in-time inventory management, the relocation of certain inventory to the
shop floor to support cell manufacturing, the implementation of set-up reduction
programs and the reduction and control of obsolete and surplus inventory.
 
     Productivity incentives. The Company operates a productivity sharing plan
for its unionized, hourly employees. The plan is an Improshare plan called
"Gainsharing." Gainsharing is a group incentive program that is calculated from
a company-wide measure of productivity. The productivity of the plant is
measured against a base period. Each employee receives a gainshare bonus based
upon the percentage increase in productivity. In 1995, such bonuses averaged 16%
of hourly wages. The Company has an active labor management cooperative
committee which is supported by employee positive action teams. These teams
implement changes in the manufacturing processes which improve quality and
productivity which in turn support the Gainsharing program.
 
     Quality programs. The Company has implemented comprehensive quality
programs, including the following:
 
     Statistical process control. The Company maintains control charts in
     machining, welding and assembly as well as a pre-shipment quality audit
     program on finished machines. The Company plans to continue expanding the
     use of statistical process control charts.
 
     Quality feedback/warranty reduction. Gradall reviews critical quality
     issues on an ongoing basis and initiates corrective actions. A computerized
     warranty system captures early warning reports from field service managers
     as well as details of warranty claims which provide additional input to the
     quality feedback program.
 
     Supplier quality assurance. The Company monitors supplier quality through a
     computer system which records and tracks reports on defective material
     allowing the Company to execute corrective action measures.
 
     Gradall's commitment to automation and technology, material control,
productivity incentives for employees and quality programs have improved the
capacity, productivity and quality of the Company's manufacturing operations.
From 1993 to 1995, the Company increased its unit production by 75% with only a
27% increase in its workforce. The Company's total cost of quality (defined as
warranty, rework and scrap expenses) declined from 2.6% of sales in 1993 to 2.0%
of sales in 1995.
 
ENGINEERING AND DESIGN
 
     Gradall believes that its engineering and design capabilities are among the
Company's major strengths. The engineering and design functions are closely
integrated with the Company's manufacturing and marketing activities. This
allows the Company to integrate new production technology with specific needs of
customers, resulting in expanded market opportunities and increased
profitability for the Company. In 1995, more than 35% of the excavators and 10%
of the material handlers sold by Gradall were customized to meet end-users'
specific requirements.
 
     The Company's manufacturing engineers are involved in both product design
and implementation of capital improvements in order to maximize manufacturing
processes and efficiencies. In addition, the implementation of "concurrent
engineering," in which personnel from engineering, manufacturing, materials
 
                                       27
30
 
procurement and marketing are simultaneously engaged in new product development
programs, has led to faster new product development time, reduced costs and
improved quality.
 
     Gradall has made significant investments in its engineering systems, which
currently includes a computer-aided design (CAD) system with finite element
analysis (FEA) and three-dimensional solids design capabilities. This system has
greatly expanded Gradall's design capabilities and has significantly reduced the
time required for engineering and design functions.
 
COMPETITION
 
     The markets in which the Company operates are highly competitive. The
Company faces competition in each of its product lines from a number of
different manufacturers, some of which have greater financial and other
resources than the Company. The principal competitive factors affecting the
markets for the Company's products include performance, functionality, price,
brand recognition, customer service and support, and product availability.
 
     The excavator market may be divided into two product categories of
track-mounted "crawler" excavators (which is further divided into several size
classes) and wheel-mounted "wheeled" excavators, which constitute approximately
96% and 4% of the total market for excavators, respectively. The conventional
crawler excavator market has been traditionally dominated by knuckle-boom
technology. The leading producers of conventional crawler excavators are Case
Corp., Caterpillar Inc., Deere & Co. and Komatsu, Ltd. The Company manufactures
telescopic boom crawler excavators in three size classes -- 11-14 tons, 19-21
tons and 24-28 tons -- which in 1995 accounted for approximately 11%, 23% and 9%
of the total crawler excavator market, respectively, for a total of
approximately 43%. Gradall's XL Series excavators are designed to appeal to
niche markets in these size classes which require the versatility of the Gradall
telescopic boom technology with the performance of high-pressure hydraulics. The
remainder of the crawler excavator market is represented by size classes which
are smaller or larger than the sizes currently manufactured by the Company.
 
     Gradall is a leading manufacturer of wheeled telescopic boom excavators.
Based on industry data, the Company estimates that its market share of all
wheeled excavators is 50-55% and that its market share of highway speed,
telescopic boom excavators is 85-90%. The Company has only one competitor in the
highway speed, telescopic boom excavator market.
 
     The rough-terrain variable reach material handler market is divided into
several size classes. The Company manufactures and markets material handlers in
three size classes -- 6-7,000 lbs., 8-9,000 lbs. and 10,000 lbs. and
over -- which in the aggregate represent over 90% of the total market for
material handlers. Based on industry data, the Company estimates that its market
share of all material handlers is 17-20%. Other than Gradall, the principal
producers of variable reach material handlers are JCB Inc., Lull Industries,
Inc. and Trak International, Inc. No manufacturer has a market share in excess
of 25%.
 
                                       28
31
 
SUPPLIERS
 
     The Company purchases component parts and raw materials from a variety of
manufacturers, the most significant of which are set forth below:
SUPPLIER                       COMPONENTS
                    -----------------------------------------------------------------
Rexroth                                   Hydraulics
                    Rockwell International                    Axles
                    Cummins Engine                            Engines
                    Bethlehem Steel                           Steel
                    Parker Hannifin                           Hydraulic components
                    Iowa Industrial Hydraulics                Cylinders
                    Robinson Steel                            Steel
                    Auburn Gear                               Torque hubs
                    Firestone/Bridgestone                     Tires
                    Kurdziel Industries                       Counterweights
The Company selects suppliers that can provide the lowest cost, highest
quality and best product availability. The quality and timely delivery of the
Company's supplies are important to the Company's overall product quality.
Whenever possible, the Company attempts to establish long-term purchasing
agreements to control cost, quality and availability, and identify alternative
sources of supply to protect its manufacturing process against the
unavailability of component parts and raw materials.
 
FACILITIES
 
     The Company operates from a single company-owned facility in New
Philadelphia, Ohio. The facility contains 429,320 square feet and is located on
a 66 1/2 acre site. The facility accommodates the Company's corporate offices,
manufacturing operations and warehouse.
 
EMPLOYEES
 
     As of March 31, 1996, Gradall employed 590 people -- 395 hourly and 195
salaried. The Company's hourly employees are represented by the International
Association of Machinists and Aerospace Workers and are currently working under
a three-year contract which will expire in March 1997. In the history of the
Company, there have been two strikes by the union employees -- the first in 1975
and the second in 1994 in connection with the negotiation of the current
contract. There can be no assurance that the Company will be able to negotiate
satisfactory contracts with the union in the future or that the Company's union
employees will not participate in any work stoppage which could have an adverse
effect on the operations of the Company.
 
ENVIRONMENTAL REGULATION
 
     The Company is subject to various federal, state and local environmental
laws and regulations, including those governing discharges into the air and
water, as well as the handling and disposal of solid and hazardous wastes.
Pursuant to these laws and regulations, the Company may also be required from
time to time to remediate environmental contamination associated with releases
of hazardous substances. The Company has made and will continue to make capital
and other expenditures to comply with such environmental laws and regulations.
Such expenditures presently are not material and although there can be no
assurances, the Company currently anticipates that such expenditures will not be
material in the future.
 
                                       29
32
 
LEGAL PROCEEDINGS
 
     Due to the nature of its products, the Company may be subject to
significant claims for product liability. The Company is a party to various
lawsuits seeking damages for alleged product liability arising from the use of
its products. The Company currently maintains product liability insurance with
an annual aggregate limit of $6 million subject to a self-insurance retention in
the amount of $225,000 per claim. There can be no assurance that the Company's
insurance policy would be adequate to cover potential product liability claims.
A successful claim against the Company in excess of the Company's insurance
coverage could have an adverse effect on the financial results of the Company.
In each of the fiscal years ended December 31, 1995, 1994 and 1993, the
Company's product liability costs for any claim have not exceeded its
self-insurance retention amount.
 
     In addition to product liability claims, the Company is a defendant in a
complaint filed in the Superior Court of Los Angeles County, California on
January 14, 1994 by one of its distributors. The complaint alleges that the
Company discriminated in pricing and distributing its product to the detriment
of the plaintiff, and seeks $4.5 million in compensatory damages, unspecified
punitive damages and other relief. The Company is vigorously defending the case
and believes that the results of the litigation will not have a material adverse
effect on the operations or financial condition of the Company.
 
                                       30
33
 
                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The following table sets forth certain information regarding the Company's
executive officers and directors.
NAME                      AGE                      POSITION
- ------------------------------    -------------    -----------------------------------
Barry L. Phillips(1)(2).......         54          President and Director
David S. Williams.............         55          Vice President, Marketing & Sales
                                                   and Director
Joseph H. Keller..............         49          Vice President, Engineering
James C. Cahill...............         43          Vice President, Manufacturing
Bruce A. Jonker...............         54          Vice President, Chief Financial
                                                   Officer and Treasurer
Sangwoo Ahn(1)(2).............         57          Director and Chairman of the Board
John A. Morgan(3).............         65          Director
Perry J. Lewis(2)(3)..........         58          Director
William C. Ughetta,                    35          Director
  Jr.(1)(3)...................
Jack D. Rutherford(1).........         62          Director
Ernest Green(4)...............         58          Director
- ---------------
 
(1) Member of the Executive Committee.
 
(2) Member of the Compensation Committee.
 
(3) Member of the Audit Committee.
 
(4) To be elected prior to the consummation of the Offering.
 
     Mr. Phillips has been a director of the Company since 1995 and has served
as President of The Gradall Company since 1985. Prior to joining the Company,
Mr. Phillips spent 26 years with International Harvester and was the plant
manager of its Farmall Plant in Rock Island, Illinois.
 
     Mr. Williams has been a director of the Company since October 1995 and has
served as Vice President, Marketing and Sales of The Gradall Company since 1986.
Prior to that, Mr. Williams served in various positions at International
Harvester, including General Sales Manager.
 
     Mr. Keller joined The Gradall Company in 1981 and has served as Vice
President, Engineering and Secretary since 1987.
 
     Mr. Cahill joined The Gradall Company in 1982 and has served as Vice
President, Manufacturing since October 1992.
 
     Mr. Jonker joined The Gradall Company in 1973 and has served as Vice
President, Chief Financial Officer and Treasurer since June 1994.
 
     Mr. Ahn was a Co-Chairman of the Board from October 1995 to March 1996 and
has been Chairman of the Board since March 1996. Mr. Ahn is a founding partner
of Morgan Lewis Githens & Ahn ("MLGA"), a privately-owned international
investment banking and leveraged buyout firm which was founded in 1982. Mr. Ahn
has served as a general partner of MLGAL Partners L.P. ("MLGAL"), a Connecticut
limited partnership and the general partner of MLGA Fund II, L.P. ("Fund II"),
since its formation in 1987. Mr. Ahn also serves on the Board of Directors of
Haynes International, Inc., Kaneb Pipeline Partners, L.P., Kaneb Services, Inc.,
PAR Technology Corporation, Quaker Fabric Corporation, Stuart Entertainment,
Inc. and ITI Technologies, Inc.
 
                                       31
34
 
     Mr. Morgan has been a director of the Company since 1995. Mr. Morgan is a
founding partner of MLGA and has served as a general partner of MLGAL since its
formation. Mr. Morgan also serves on the Board of Directors of TriMas
Corporation, Flight Safety International, MascoTech, Inc., Masco Corp., Allied
Digital Technologies, Inc., Haynes International, Inc. and McDermott
International Incorporated.
 
     Mr. Lewis has been a director of the Company since 1995. Mr. Lewis is a
founding partner of MLGA and has served as a general partner of MLGAL since its
formation. Mr. Lewis also serves on the Board of Directors of Aon Corporation,
Evergreen Media Corporation, Tyler Corporation, Quaker Fabric Corporation,
Stuart Entertainment, Inc., Haynes International, Inc. and ITI Technologies,
Inc.
 
     Mr. Ughetta has been a director of the Company since 1995. Mr. Ughetta has
been a general partner of MLGA and MLGAL since 1994. Prior to that, Mr. Ughetta
served as a Vice President of MLGA and MLGAL from 1990 to 1994. Mr. Ughetta also
serves on the Board of Directors of ITI Technologies, Inc.
 
     Mr. Rutherford has been a director of the Company since its formation in
1985. Mr. Rutherford has served as Chairman of the Board and Chief Executive
Officer of the Company from 1985 to October 1995 and as Co-Chairman of the Board
from October 1995 until March 1996. He has served as President and Vice Chairman
of ICM Krebsoge, Inc., a manufacturer of component parts for the automotive
industry, since January 1993. Mr. Rutherford serves as Vice Chairman of Magna
LLC, a holding company whose operating subsidiary manufactures hydraulic
cylinders, pumps and valves. Mr. Rutherford also serves on the Board of
Directors of Code Alarm, Inc.
 
     Mr. Green has been selected to serve as a director of the Company and will
be elected prior to the consummation of the Offering. Mr. Green is the founder
of, and since its foundation in 1981, has served as President and Chief
Executive Officer of EGI, Inc., a manufacturer of automotive components. He is
also President of Florida Production Engineering, Inc., a subsidiary of EGI,
Inc. Mr. Green also serves on the Board of Directors of Accordia, Inc., Bank
One, Dayton, N.A., DP&L Inc., Duriron Company, Inc. and Eaton Corporation.
 
     Directors who are not officers or employees of the Company will receive
$1,000 per attended meeting and $20,000 per annum for serving as directors of
the Company.
 
     Each director is elected for a term of one year. Each director, except Mr.
Green, has been nominated and elected pursuant to the terms of a shareholders
agreement. The provisions of the shareholders agreement which relate to the
nomination and election of directors will terminate upon the closing of this
Offering.
 
                                       32
35
 
EXECUTIVE COMPENSATION
 
     The following table provides information relating to compensation for the
year ended December 31, 1995 for the Chief Executive Officer and the other four
most highly compensated executive officers of the Company (collectively, the
"Named Executive Officers").
 
                       1995 SUMMARY COMPENSATION TABLE(1)
LONG-TERM
                                                              COMPENSATION
                                                           ------------------
                                  ANNUAL COMPENSATION          SECURITIES
                                  --------------------         UNDERLYING          ALL OTHER
 NAME AND PRINCIPAL POSITION       SALARY       BONUS           OPTIONS           COMPENSATION
- ------------------------------    --------     -------     ------------------     ------------
Barry L. Phillips, President      $165,666     $99,000            28,373            $ 18,290(2)
David S. Williams, Vice            139,524      75,000            25,220              12,534(3)
  President, Marketing and
  Sales
Joseph H. Keller, Jr., Vice         88,806      50,000             6,305               5,139(4)
  President, Engineering
James C. Cahill, Vice               80,681      55,500            12,610               5,064(4)
  President, Manufacturing
Bruce A. Jonker, Vice               78,792      55,500            12,610               5,064(4)
  President and Chief
  Financial Officer
- ---------------
 
(1) Under rules promulgated by the Securities and Exchange Commission, since the
    Company was not a reporting company during the three immediately preceding
    fiscal years, only the information with respect to the most recent completed
    fiscal year is reported in the Summary Compensation Table.
 
(2) Includes $2,534 the Company contributed on behalf of Mr. Phillips to its
    Supplemental Executive Retirement Plan, $10,226 in life insurance premiums
    the Company paid pursuant to a split-dollar life insurance agreement with
    Mr. Phillips and $5,530 in life insurance premiums the Company paid pursuant
    to a deferred compensation agreement with Mr. Phillips.
 
(3) Includes $2,534 the Company contributed on behalf of Mr. Williams to its
    Supplemental Executive Retirement Plan and $10,000 in life insurance
    premiums the Company paid pursuant to a deferred compensation agreement with
    Mr. Williams.
 
(4) Represents the amount the Company contributed on behalf of the Named
    Executive Officer to its Supplemental Executive Retirement Plan.
 
STOCK OPTION PLAN
 
     Effective as of October 13, 1995, the Company adopted a Stock Option Plan
(the "Option Plan") under which incentive stock options intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
may be granted. Officers and key employees of the Company are entitled to
participate in the Option Plan. The Option Plan is administered by a committee
designated by the Board of Directors which selects the optionees and determines:
(i) the number of shares of Common Stock subject to each option; (ii) the
vesting schedule of the option; (iii) the exercise price, which cannot be less
than 100% of the estimated fair value of the Common Stock on the date of grant;
and (iv) the duration of the option, which cannot exceed 10 years. The Option
Plan does not provide for the grant of stock appreciation rights. A total of
315,226 shares of Common Stock have been reserved for issuance under the Option
Plan and, as of December 31, 1995, options covering 132,406 shares of Common
Stock were outstanding under the Option Plan, none of which are currently
exercisable.
 
     The following table provides information relating to stock options granted
to the Named Executive Officers for the year ended December 31, 1995.
 
                                       33
36
 
                       OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS                        POTENTIAL REALIZABLE
                             -----------------------------------------------------
                                            % OF TOTAL                                 VALUE AT ASSUMED ANNUAL
                             NUMBER OF       OPTIONS                                    RATES OF STOCK PRICE
                             SECURITIES     GRANTED TO     EXERCISE                    APPRECIATION FOR OPTION
                             UNDERLYING     EMPLOYEES       OR BASE                             TERM
                              OPTIONS       IN FISCAL        PRICE       EXPIRATION    -----------------------
          NAME               GRANTED(1)        YEAR        ($/SH)(2)       DATE          5%($)        10%($)
- -------------------------    ----------     ----------     ---------     ---------     ---------     ---------
Barry L. Phillips........      28,373           21%          $2.71        10/12/05      $ 48,441     $ 122,256
David S. Williams........      25,220           19            2.71        10/12/05        43,058       108,673
James C. Cahill..........      12,610           10            2.71        10/12/05        21,529        54,335
Bruce A. Jonker..........      12,610           10            2.71        10/12/05        21,529        54,335
Joseph H. Keller, Jr.....       6,305            5            2.71        10/12/05        10,765        27,168
- ---------------
 
(1) All options become exercisable in three equal annual installments commencing
    on October 13, 1996.
 
(2) Pursuant to the Option Plan, the exercise price of options outstanding under
    the Option Plan is the estimated fair market value of the shares of Common
    Stock on the date of grant as determined by the Board of Directors. Reflects
    estimated fair market value based upon the per share consideration of each
    executive's investment in shares of the Common Stock in connection with the
    1995 Recapitalization.
 
STOCK OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS VALUES
 
     The following table provides information relating to the number and value
of securities underlying unexercised stock options held by the Named Executive
Officers as of December 31, 1995.
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
NUMBER OF SECURITIES
                                                                          UNDERLYING UNEXERCISED
                                                                       OPTIONS AT FISCAL YEAR- END(1)
                                                                       -----------------------------
                                NAME                                   EXERCISABLE     UNEXERCISABLE
- --------------------------------------------------------------------   -----------     -------------
Barry L. Phillips...................................................        0              28,373
David S. Williams...................................................        0              25,220
James C. Cahill.....................................................        0              12,610
Bruce A. Jonker.....................................................        0              12,610
Joseph H. Keller, Jr................................................        0               6,305
- ---------------
 
(1) None of the options granted under the Option Plan is currently exercisable.
    Therefore, no options were exercised during the fiscal year ended December
    31, 1995, nor were any options exercisable on December 31, 1995. Pursuant to
    the Option Plan, the exercise price of any option is the estimated fair
    market value of the shares of Common Stock at the date of the grant, as
    determined by the Board of Directors. All of the outstanding options were
    granted on October 13, 1995, and their estimated fair market value is based
    upon the per share consideration of each executive's investment in shares of
    the Common Stock in connection with the 1995 Recapitalization. The Company
    believes that the fair market value of the shares of Common Stock on
    December 31, 1995 was the same as their estimated fair market value on
    October 13, 1995. Therefore, no options granted under the Option Plan were
    "In-the-Money" at December 31, 1995.
 
                                       34
37
 
PENSION PLAN
 
     Under The Gradall Company Employees' Retirement Plan (the "Retirement
Plan"), benefits are payable to all eligible employees of the Company, other
than employees who participate in a separate retirement plan for bargaining unit
employees. The pension plan table below sets forth the estimated annual benefit,
computed as a straight-life annuity, payable under the Retirement Plan and at
the normal retirement age of 65:
YEARS OF SERVICE
                            --------------------------------------------------------------------------------
           REMUNERATION          15               20               25               30               35
           ------------     ------------     ------------     ------------     ------------     ------------
$125,000         $   18,751       $   25,001       $   31,251       $   37,502       $   43,751
              150,000             22,500           30,000           37,500           45,000           52,500
              175,000             22,500           30,000           37,500           45,000           52,500
              200,000             22,500           30,000           37,500           45,000           52,500
              225,000             22,500           30,000           37,500           45,000           52,500
              250,000             22,500           30,000           37,500           45,000           52,500
The Retirement Plan provides a benefit, based upon years of service with
the Company since October 1983, and upon final average base compensation (i.e.,
salary only) for the five highest consecutive calendar years of the ten years
preceding retirement. The benefits under the Retirement Plan are not subject to
any deduction for Social Security or other amounts. The credited years of
service at December 31, 1995 for the Named Executive Officers were as follows:
Mr. Phillips, 10; Mr. Williams, 10; Mr. Cahill, 12; Mr. Jonker, 12; and Mr.
Keller, 12. The Company has also adopted a non-qualified supplemental retirement
plan for certain officers and key employees, including Messrs. Cahill, Jonker
and Keller (the "Restoration Plan"). The Restoration Plan provides an additional
benefit to participants retiring before age 65, and is intended to minimize the
effect of revised actuarial reduction factors utilized in calculating normal
benefits under certain provisions of the Code and the Employee Retirement Income
Security Act of 1974.
 
EMPLOYMENT AGREEMENTS
 
     The Company has entered into employment agreements with Mr. Phillips and
Mr. Williams. Mr. Phillips' agreement provides for the continuation of his
employment as President at an annual salary of $166,000. Mr. Williams' agreement
provides for the continuation of his employment as Vice President, Marketing and
Sales at an annual salary of $140,000. The salaries of Mr. Phillips and Mr.
Williams may be increased from time to time at the discretion of the Company.
The term of each agreement is for a period of one year expiring in October 1996.
The term is automatically extended for successive one-year periods unless
terminated upon the notice required by the agreement. If the Company terminates
either agreement prior to November 1, 1997, for any reason other than "for
cause," death or disability, the Company is required to continue to make all
payments due thereunder for a period of 24 months. If the Company terminates
either agreement after November 1, 1997, the severance period is reduced to 12
months.
 
     The Company has also entered into employment agreements with Messrs.
Keller, Cahill and Jonker which provide for the continuation of their employment
at current salaries and benefit levels, subject to annual increases at the
discretion of the Company. The term of each agreement is for a period of one
year, which automatically renews for successive one-year terms unless terminated
by the Company upon written notice. If the Company terminates the employment of
Messrs. Keller, Cahill or Jonker for any reason other than "for cause," the
Company is required to continue to make all payments due under the employment
agreement for a period of 14 months, subject to offset for amounts earned by the
officer from other employment.
 
DEFERRED COMPENSATION
 
     The Company maintains a Supplemental Executive Retirement Plan for the
benefit of certain key employees of the Company as selected by the Board of
Directors including each of the Named Executive Officers (the "SERP"). Pursuant
to the terms of the SERP, participants may elect to defer all or any portion
 
                                       35
38
 
of their compensation and contribute such deferral to the SERP. All participant
deferrals are immediately and fully vested. The Company may make contributions
to the SERP at the discretion of the Board of Directors. Company contributions
are 50% vested after the participant reaches age 55 and are fully vested once
the participant reaches age 60. In addition, Company contributions fully vest
upon the death or disability of the participant or in the event of a change of
control of the Company. If a participant's employment is terminated "for cause,"
all Company contributions allocated to such participant's account are forfeited.
All amounts contributed to the SERP, whether as a result of Company
contributions or participant deferrals have been used to purchase whole life
insurance policies on the life of the participant. As of December 31, 1995, life
insurance policies purchased under the SERP included policies on the lives of
Mr. Phillips in the aggregate face amount of $174,000; Mr. Williams in the
aggregate face amount of $103,573; Mr. Keller in the aggregate face amount of
$199,234; Mr. Cahill in the aggregate face amount of $253,446; and Mr. Jonker in
the aggregate face amount of $138,030. Upon the death of the insured, the entire
proceeds of the policy will be paid to insured's designated beneficiary. The
insured is entitled to receive the policy upon the termination of his employment
as a result of disability or retirement after age 60. The Company's contribution
to the SERP during fiscal 1995 is included in "All Other Compensation" column of
the "Summary Compensation Table" above.
 
     Effective July 1989, the Company entered into a Deferred Compensation
Agreement with Mr. Phillips. Pursuant to this Agreement, upon the termination of
Mr. Phillips' employment with the Company at any time after age 65, the Company
will pay to Mr. Phillips or his designated beneficiary in the event of his
death, the sum of $78,687 per year for fifteen years. Upon the death of Mr.
Phillips while employed by the Company, Mr. Phillips' designated beneficiary is
entitled to receive the death benefit payable under a life insurance policy in
the face amount of $125,000. Upon termination of employment as a result of
disability, Mr. Phillips has the option of receiving the net cash surrender
value of this policy or an assignment of the policy. The Company pays all
premiums due under this policy. Premiums paid by the Company for this life
insurance policy during fiscal 1995, are included in "All Other Compensation"
column of the "Summary Compensation Table" above.
 
     The Company has entered into a Split-Dollar Life Insurance Agreement with
Mr. Phillips with respect to an insurance policy on the life of Mr. Phillips
with a death benefit of $500,000. Pursuant to the terms of the agreement, Mr.
Phillips pays the portion of the premium attributable to the PS-58 cost of the
policy, funded by an off-setting bonus from the Company, and the Company pays
the balance of the premium. Upon the death of Mr. Phillips or the cancellation
of the policy, the Company is entitled to receive the premiums it has paid under
the policy and a portion of the cash value of the policy. The balance of the
policy proceeds will be paid to Mr. Phillips or his designated beneficiary.
Premiums paid by the Company for this life insurance policy during fiscal 1995
are included in "All Other Compensation" column of the "Summary Compensation
Table" above.
 
     Effective July 1989, the Company entered into a Deferred Compensation
Agreement with Mr. Williams. Pursuant to this agreement, upon the termination of
Mr. Williams' employment with the Company at any time after age 60 or as a
result of his disability or death, the Company will pay to Mr. Williams, or his
designated beneficiary in the event of his death, the sum of $30,000 per year
for 15 years. This deferred compensation payment is funded in part through an
insurance policy on the life of Mr. Williams. Mr. Williams contributes $2,469
per year towards the payment of the premium due under this policy, as a deferral
of his compensation. The Company contributes the balance of the premiums due
under the policy which is $10,000 per year. Premiums paid by the Company for
this life insurance policy during fiscal 1995 are included in "All Other
Compensation" column of the "Summary Compensation Table" above.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     During 1995, the Compensation Committee of the Board of Directors consisted
of Sangwoo Ahn and Perry J. Lewis, both of whom are non-employee directors, and
Barry L. Phillips, who is an executive officer of the Company. Mr. Phillips does
not participate in the deliberations of the Compensation Committee concerning
his compensation.
 
                                       36
39
 
                 1995 RECAPITALIZATION AND CERTAIN TRANSACTIONS
 
     In October 1995, the Company consummated a series of transactions which
resulted in the 1995 Recapitalization. As a result of the 1995 Recapitalization,
Fund II and its affiliates acquired 82.5% of the Company's Common Stock, certain
officers and key employees of Gradall acquired 10% of the Company's Common
Stock, and the percentage ownership of the Company's Common Stock held by the
Existing Stockholders was reduced from 100% to 7.5%. As a part of the 1995
Recapitalization, the Company issued 140 shares of the Preferred Stock to the
Existing Stockholders which represents 100% of the Company's total outstanding
Preferred Stock. In connection with the 1995 Recapitalization, the Company
entered into a securities purchase agreement pursuant to which the Company
issued $10 million of the Senior Subordinated Notes and the Warrants. The
Company also entered into a loan and security agreement (the "Credit Facility")
pursuant to which the Company borrowed $10 million under the Term Loan. In
addition, the Credit Facility provides a revolving line of credit of $22 million
under the Revolver.
 
     In connection with the 1995 Recapitalization, Barry L. Phillips and David
S. Williams exchanged their rights to acquire equity interests in the Company
for 277,000 shares of Common Stock of the Company, a cash payment of $1,800,000
and a tax gross-up of $746,000 in the case of Mr. Phillips, and 138,500 shares
of Common Stock, a cash payment of $900,000 and a tax gross-up payment of
$373,000 in the case of Mr. Williams. In addition, as a part of the 1995
Recapitalization, Bruce A. Jonker and James C. Cahill each received 27,700
shares of Common Stock and tax gross-up payments of $33,750, and Joseph H.
Keller, Jr. received 13,850 shares of Common Stock and a tax gross-up payment of
$16,875. The cash and the gross-up payments made to the Company's executive
officers reduced the redemption price paid to the Existing Stockholders by the
Company. Also in connection with the 1995 Recapitalization, the Company entered
into a shareholders agreement with its existing stockholders which provides in
part for the grant of certain registration rights to them. See "Shares Eligible
for Future Sale." In addition, the Company paid to MLGA a financial advisory fee
of $750,000.
 
     In January 1995, the Company entered into a Supply Agreement with Iowa
Industrial Hydraulics, Inc. ("Iowa"), a wholly owned subsidiary of Magna Holding
Inc. ("Magna"). Prior to the 1995 Recapitalization, Magna was a wholly owned
subsidiary of the Company and, pursuant to the terms of the 1995
Recapitalization, is now owned by the Existing Stockholders, including Mr.
Rutherford who is a director of the Company. The term of the Supply Agreement is
a rolling three year term, subject to either party's right to terminate at the
end of the then current term or for breach. Pursuant to the terms of the Supply
Agreement, the Company purchases hydraulic cylinders from Iowa at agreed prices,
subject to annual increases determined pursuant to a formula. During the fiscal
year ended December 31, 1995, the Company paid Iowa $1,721,265 for products
purchased under the Supply Agreement. The Company believes that the prices and
other terms of the Supply Agreement are no less favorable to the Company than
those which would be available in similar transactions with unaffiliated third
parties.
 
                                       37
40
 
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
     The following table sets forth beneficial ownership of the shares of Common
Stock as of the date of this Prospectus, and as adjusted to give effect to the
Offering and the cancellation and redemption of the Preferred Stock by (i) each
stockholder known by the Company to be the beneficial owner of more than five
percent of the Common Stock immediately prior to the Offering, (ii) each Selling
Stockholder, (iii) each Director of the Company, (iv) each Named Executive
Officer and (v) all executive officers and directors of the Company as a group.
Unless otherwise indicated, all shares are owned directly and the indicated
owner has sole voting and dispositive power with respect thereto. The Common
Stock constitutes the only class of equity securities of the Company which will
be outstanding after the Offering.
SHARES BENEFICIALLY                        SHARES TO BE
                                     OWNED PRIOR TO                       BENEFICIALLY OWNED
                                      OFFERING(1)          NUMBER OF     AFTER OFFERING(1)(2)
                                  --------------------      SHARES       --------------------
       NAME AND ADDRESS            NUMBER       PERCENT     OFFERED       NUMBER      PERCENT
- ------------------------------    ---------     ------     ---------     ---------    -------
MLGA Fund II, L.P.(3).........    4,352,857       72.7%     550,706      3,802,151      46.9%
Barry L. Phillips.............      277,000        4.6            0        277,000       3.4
Jack D. Rutherford............      207,750        3.5            0        207,750       2.6
David S. Williams.............      138,500        2.3            0        138,500       1.7
James C. Cahill...............       27,700        0.5            0         27,700       0.3
Bruce A. Jonker...............       27,700        0.5            0         27,700       0.3
Joseph H. Keller, Jr..........       13,850        0.2            0         13,850       0.2
Sangwoo Ahn(3)(4).............    4,408,678       73.6      550,706      3,857,972      47.5
John A. Morgan(3)(4)..........    4,408,678       73.6      550,706      3,857,972      47.5
Perry J. Lewis(3)(4)..........    4,408,678       73.6      550,706      3,857,972      47.5
William C. Ughetta,
  Jr.(3)(4)...................    4,371,026       73.0      550,706      3,820,320      47.1
Ira Starr(3)(4)...............    4,364,932       72.9      550,706      3,814,226      47.0
Mellon Ventures, L.P..........      220,154        3.7      220,154              0       0.0
Marlborough Capital Investment
  Fund, L.P...................      229,140        3.8      229,140              0       0.0
All Fund II affiliates as a
  group.......................    4,570,500       76.3      550,706      4,019,794      49.5
All Directors, Director
  Nominees and Executive
  Officers as a group (10
  persons)....................    5,230,989       87.3      550,706      4,680,283      57.7
Total shares outstanding......    5,989,294      100.0%                  8,114,294     100.0%
- ---------------
 
(1) Pursuant to the regulations of the Commission, shares are deemed to be
    "beneficially owned" by a person if such person directly or indirectly has
    or shares the power to vote or dispose of such shares whether or not such
    person has any pecuniary interest in such shares or the right to acquire the
    power to vote or dispose of such shares within 60 days, including any right
    to acquire through the exercise of any option, warrant or right.
 
(2) Assumes no exercise of the Underwriters' over-allotment option.
 
(3) The business address for Fund II and Messrs. Ahn, Lewis, Morgan, Starr and
    Ughetta is Two Greenwich Plaza, Greenwich, CT 06830.
 
(4) Includes 4,352,857 shares held by Fund II. As general partners of MLGAL,
    which is the general partner of Fund II, Messrs. Ahn, Lewis, Morgan, Starr
    and Ughetta may be deemed to be beneficial owners of shares held by Fund II.
    Messrs. Ahn, Lewis, Morgan, Starr and Ughetta disclaim beneficial ownership
    of the shares held by Fund II.
 
                                       38
41
 
                          DESCRIPTION OF CAPITAL STOCK
 
     Upon completion of the Offering, the authorized capital stock of the
Company will consist of 18,000,000 shares of Common Stock, par value $.001 per
share, and 2,000,000 shares of Preferred Stock, par value $.001 per share, of
which 8,114,294 shares of Common Stock will be issued and outstanding and no
shares of Preferred Stock will be issued and outstanding. As of May 31, 1996,
132,406 shares of Common Stock were reserved for issuance pursuant to
outstanding options. The Company intends to redeem, with a portion of the net
proceeds of the Offering, all outstanding shares of the Preferred Stock. See
"Use of Proceeds." The following description is a summary of the capital stock
of the Company and is subject to and qualified in its entirety by reference to
the provisions of the Amended and Restated Certificate of Incorporation and the
Amended and Restated Bylaws of the Company, copies of which are included as
exhibits to the Registration Statement of which this Prospectus is a part.
 
COMMON STOCK
 
     The issued and outstanding shares of Common Stock are, and the shares being
offered by the Company will be, when issued, fully paid and nonassessable. Each
outstanding share of Common Stock is entitled to one vote on all matters
submitted to a vote of stockholders. The holders of outstanding shares of Common
Stock are entitled to receive dividends out of assets legally available therefor
at such times and in such amounts as the Board of Directors may from time to
time determine. See "Dividend Policy." Holders of Common Stock have no
preemptive, conversion, redemption or sinking fund rights. Upon liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to receive pro rata the assets of the Company which are legally
available for distribution, after payment of all debts and other liabilities,
subject to the prior rights of any Preferred Stock then outstanding. There is no
cumulative voting. Therefore, the holders of a majority of the shares of Common
Stock voted in an election of directors can elect all of the directors then
standing for election, subject to any rights of the holders of any then
outstanding Preferred Stock. See "Risk Factors -- Control by MLGA Fund II, L.P."
 
PREFERRED STOCK
 
     The Board of Directors is authorized, subject to any limitations prescribed
by law, to issue preferred stock in one or more classes or series and to fix the
designations, voting powers, preferences, rights, qualifications, limitations or
restrictions of any such class or series, including dividend rights, dividend
rates, redemption prices and terms, conversion rights and liquidation
preferences of each class or series of Preferred Stock, without any further vote
or action by the stockholders of the Company. The issuance of Preferred Stock by
the Board of Directors could adversely affect the rights of holders of Common
Stock. For example, Preferred Stock could have preferences over the Common Stock
with respect to dividends and in liquidation and (upon conversion or otherwise)
also enjoy all of the rights appurtenant to the Common Stock.
 
LIMITATION OF LIABILITY; INDEMNIFICATION
 
     As permitted by the Delaware General Corporation Law (as amended from time
to time, the "DGCL"), the Amended and Restated Certificate of Incorporation
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by the DGCL (which currently provides
that such liability may be so limited, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit).
 
     Each person who is or was a party to any action by reason of the fact that
such person is or was a director or officer of the Company shall be indemnified
and held harmless by the Company to the fullest extent permitted by the DGCL.
This right to indemnification also includes the right to have paid by the
Company the expenses incurred in connection with any such proceeding in advance
of its final disposition, to the fullest
 
                                       39
42
 
extent permitted by the DGCL. In addition, the Company may, by action of the
Board of Directors, provide indemnification to such other officers, employees
and agents of the Company to such extent as the Board of Directors determines to
be appropriate under the DGCL.
 
     As a result of this provision, the Company and its stockholders may be
unable to obtain monetary damages from a director for breach of his duty of
care. Although stockholders may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, stockholders may
not have any effective remedy against the challenged conduct if equitable
remedies are unavailable. The Company also reserves the right to purchase and
maintain directors' and officers' liability insurance.
 
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
 
     The Company is subject to Section 203 of the DGCL which, subject to certain
exceptions, prohibits a Delaware corporation from engaging in a business
combination (as defined therein) with an "interested stockholder" (defined
generally as any person who beneficially owns 15% or more of the outstanding
voting stock of the Company or any person affiliated with such person) for a
period of three years following the date that such stockholder became an
interested stockholder, unless (i) prior to such date the board of directors of
the corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation at the time the transaction commenced (excluding
for purposes of determining the number of shares outstanding those shares owned
(a) by directors who are also officers of the corporation and (b) by employee
stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) on or subsequent to such date the business
combination is approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of at least
66 2/3% of the outstanding voting stock of the corporation not owned by the
interested stockholder.
 
TRANSFER AGENT
 
     The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C., 450 West 33rd Street, New York, NY 10001.
 
                                       40
43
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Upon completion of the Offering, the Company will have outstanding
8,114,294 shares of Common Stock. Of these shares, the 3,125,000 shares of
Common Stock sold in the Offering (3,593,750 shares if the Underwriters'
over-allotment option is exercised in full) will be freely tradeable without
restriction or further registration under the Securities Act, unless such shares
are owned by "affiliates" of the Company as that term is defined in Rule 144
under the Securities Act. The remaining 4,989,294 shares of Common Stock
(4,520,544 shares if the Underwriters' over-allotment option is exercised in
full) are "restricted securities" as that term is defined under Rule 144 and,
accordingly, may not be sold unless they are registered under the Securities Act
or are sold pursuant an applicable exemption from registration, including Rule
144. Holders of the 4,989,294 shares of Common Stock (4,520,544 shares if the
Underwriters' over-allotment option is exercised in full) constituting
"restricted securities" have entered into a lock-up agreement with the
Underwriters pursuant to which they have agreed not to sell or otherwise dispose
of any shares of such stock for a period of 180 days after the date of this
Prospectus without the prior written consent of Dillon, Read & Co. Inc. which
may, in its sole discretion and at any time without prior notice, release all or
any portion of the shares of Common Stock subject to such lock-up agreement. See
"Description of Capital Stock" and "Underwriting."
 
     In connection with the 1995 Recapitalization, the Company entered into a
shareholders agreement with its existing stockholders which provides in part for
the grant of registration rights to the holders of the "restricted securities."
Pursuant to these registration rights, Fund II and its affiliates may require
the Company to file one or more registration statements with respect to shares
of Common Stock held by them, at any time and from time to time. The Existing
Shareholders may require the Company to file a registration statement with
respect to shares of Common Stock held by them at any time after one year from
the date of this Prospectus, which registration statement may include shares of
Common Stock held by certain officers and key employees of the Company, at the
option of such officers and key employees. In addition to these "demand"
registration rights, each of Fund II and the Existing Stockholders have the
right to have shares of Common Stock held by them included in any registration
statement filed by the Company.
 
     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate, who has beneficially owned
shares for at least two years (including the holding period of any prior owner
except an affiliate) is entitled to sell in "broker's transactions" or to market
makers, within any three-month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed the greater of (i) 1% of the
then outstanding shares of the Common Stock (approximately 81,143 shares
immediately after the Offering) or (ii) generally, the average weekly trading
volume in the Common Stock during the four calendar weeks preceding the filing
of a Form 144 with respect to such sale, and subject to certain other
limitations and restrictions. In addition, a person who is not deemed to have
been an affiliate of the Company at any time during the three months preceding a
sale, and who has beneficially owned the shares proposed to be sold for at least
three years, would be entitled to sell such shares under Rule 144(k) without
regard to the volume and other requirements described above.
 
     Prior to the Offering, there has not been any public market for the Common
Stock. No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of substantial additional
amounts of Common Stock in the public market, or the perception that such sales
could occur, could adversely affect the prevailing market price of the Common
Stock.
 
                                       41
44
 
                                  UNDERWRITING
 
     The names of the Underwriters of the shares of Common Stock offered hereby
and the aggregate number of shares which each has severally agreed to purchase
from the Company and the Selling Stockholders, subject to the terms and
conditions specified in the Underwriting Agreement, are as follows:
NUMBER OF
                                   UNDERWRITERS                                  SHARES
                                   ------------                                 ---------
Dillon, Read & Co. Inc..................................................
     McDonald & Company Securities, Inc......................................
                                                                                ---------
               Total.........................................................
                                                                                 ========
The Managing Underwriters are Dillon, Read & Co. Inc. and McDonald &
Company Securities, Inc.
 
     The Underwriters are committed to purchase all of the shares of Common
Stock offered hereby, if any are so purchased. The Underwriting Agreement
contains certain provisions whereby, if any Underwriter defaults in its
obligation to purchase such shares, and the aggregate obligations of the
Underwriters so defaulting do not exceed ten percent of the shares offered
hereby, some or all of the remaining Underwriters must assume such obligations.
 
     The Underwriters propose to offer the shares of Common Stock directly to
the public initially at the offering price per share set forth on the cover page
of this Prospectus and to certain dealers at such price less a concession not in
excess of $     per share. The Underwriters may allow, and such dealers may
re-allow, concessions not in excess of $     per share to certain other dealers.
The offering of the shares is made for delivery when, as and if accepted by the
Underwriters and subject to prior sale and withdrawal, cancellation or
modification of the offer without notice. The Underwriters reserve the right to
reject any order for the purchase of the shares. After the public offering of
the Common Stock, the public offering price and the concessions may be changed
by the Managing Underwriters.
 
     The Selling Stockholders have granted to the Underwriters an option for 30
days from the date of this Prospectus to purchase up to 468,750 additional
shares of Common Stock at the initial public offering price less the
underwriting discount set forth on the cover page of this Prospectus. The
Underwriters may exercise such option only to cover over-allotments of the
Common Stock offered hereby. To the extent the Underwriters exercise this
option, each Underwriter will be obligated, subject to certain conditions, to
purchase the number of additional shares of Common Stock proportionate to such
Underwriter's initial commitment.
 
     The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make in respect
thereof.
 
     The Company, the Selling Stockholders and the other stockholders of the
Company prior to the Offering have agreed, subject to certain exceptions, not to
sell, contract to sell, grant any option to sell, or otherwise dispose of,
directly or indirectly, any shares of Common Stock or securities convertible
into or exchangeable or exercisable for Common Stock or warrants or other rights
to purchase Common Stock or permit the registration of Common Stock, for a
period of 180 days from the date of this Prospectus, without the prior written
consent of Dillon, Read & Co. Inc.
 
     Prior to the Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price for the Common Stock has
been determined by negotiation among the Company, the Selling Stockholders and
the Managing Underwriters. Factors considered in determining the initial public
offering price were prevailing market conditions, the state of the Company's
development, recent financial results of the Company, the future prospects of
the Company and its industry, market valuations of securities of companies
engaged in activities deemed by the Managing Underwriters to be similar to those
of the Company and other factors deemed relevant.
 
     The Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority.
 
                                       42
45
 
                                    EXPERTS
 
     The consolidated financial statements of the Company as of December 31,
1995 and for the one-year period ended December 31, 1995 included in this
Prospectus and the related financial statement schedules included elsewhere in
the registration statement have been audited by Coopers & Lybrand L.L.P.
("Coopers"), independent auditors, as stated in their reports appearing herein
and elsewhere in the registration statement, and have been so included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
 
     The consolidated financial statements of the Company as of December 31,
1994 and for the two-year period ended December 31, 1994 included in this
Prospectus and the related financial statement schedules included elsewhere in
the registration statement have been audited by Rea & Associates, Inc. ("Rea"),
independent auditors, as stated in their reports appearing herein and elsewhere
in the registration statement, and have been so included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.
 
                             CHANGE IN ACCOUNTANTS
 
     In connection with the 1995 Recapitalization, in October 1995, Coopers was
engaged as the Company's independent accountants. Prior to October 1995, Rea had
been the Company's independent accountants. The decision to change independent
accountants was approved by the Company's Board of Directors. In the period from
January 1, 1994 through October 1995, Rea issued no audit report on any of the
Company's financial statements which contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, and there were no disagreements with Rea on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures.
 
                                 LEGAL MATTERS
 
     Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Black, McCuskey, Souers & Arbaugh, Canton,
Ohio and for the Underwriters by Davis Polk & Wardwell, New York, New York.
 
                             ADDITIONAL INFORMATION
 
     Prior to the Offering, the Company has not been subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with any amendments thereto,
the "Registration Statement") under the Securities Act with respect to the
shares being offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which have been omitted as permitted by
the Rules and Regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document referred to
herein are not necessarily complete, and in each instance in which a copy of
such contract or other document has been filed as an exhibit to the Registration
Statement, reference is made to such copy and each such statement is qualified
in all respects by such reference.
 
     As a result of this Offering, the Company will be subject to the
informational requirements of the Exchange Act, and, in accordance therewith,
will file reports and other information with the Commission. A copy of the
Registration Statement, the exhibits and schedules forming a part thereof and
the reports and other information filed by the Company in accordance with the
Exchange Act may be inspected without charge at the offices of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at certain regional offices
of the Commission located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 13th Floor, 7 World Trade
Center, New York, New York 10048. Copies of such material may also be obtained
from the Public Reference Section of the Commission, Washington, D.C. 20549,
upon payment of the fees prescribed by the Commission. Such material may also be
accessed electronically by means of the Commission's home page on the Internet
at http://www.sec.gov.
 
                                       43
46
 
                            GRADALL INDUSTRIES, INC.
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
                                                                                        ----
Report of Independent Accountants on the Consolidated Balance Sheet as of December 31,
  1995 and the Consolidated Statements of Income, Changes in Stockholders' Equity and
  Cash Flows for the one year in the period ended December 31, 1995...................   F-2
Report of Independent Accountants on the Consolidated Balance Sheet as of December 31,
  1994 and the Consolidated Statements of Income, Changes in Stockholders' Equity and
  Cash Flows for the two years in the period ended December 31, 1994..................   F-3
Consolidated Balance Sheets as of December 31, 1994 and 1995 and March 31, 1996
  (unaudited).........................................................................   F-4
Consolidated Statements of Income for the years ended December 31, 1993, 1994 and 1995
  and the three months ended March 31, 1995 and 1996 (unaudited)......................   F-6
Consolidated Statements of Changes in Stockholders' Equity for the years ended
  December 31, 1993, 1994 and 1995 and the three months ended March 31, 1996
  (unaudited).........................................................................   F-7
Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and
  1995 and the three months ended March 31, 1995 and 1996 (unaudited).................   F-8
Notes to the Consolidated Financial Statements........................................  F-10
F-1
47
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
Board of Directors
Gradall Industries, Inc.
 
     We have audited the accompanying consolidated balance sheet of Gradall
Industries, Inc. (formerly ICM Industries, Inc.) and Subsidiaries as of December
31, 1995 and the related consolidated statements of income, stockholders'
equity, cash flows and financial statement schedule (listed in Item 16(b) of
this Form S-1) for the year then ended. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audit.
 
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
     In our opinion, the 1995 consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Gradall Industries, Inc. and Subsidiaries as of December 31, 1995,
and the consolidated results of their operations and their cash flows for the
year then ended in conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
 
Coopers & Lybrand L.L.P.
Cleveland, Ohio
March 11, 1996
 
                                       F-2
48
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
Board of Directors
Gradall Industries, Inc.
 
     We have audited the accompanying balance sheet of Gradall Industries, Inc.
and Subsidiaries (formerly ICM Industries, Inc. and Subsidiaries) as of December
31, 1994 and the related consolidated statements of income, retained earnings,
cash flows and financial statement schedule (listed in Item 16(b) of this Form
S-1) for the year then ended, and also the statements of income, retained
earnings, cash flows and financial statement schedule (listed in Item 16(b) of
this Form S-1) for the year ended December 31, 1993. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audit.
 
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
 
     In our opinion, the 1994 and 1993 consolidated financial statements
referred to above present fairly, in all material respects, the consolidated
financial position of Gradall Industries, Inc. and Subsidiaries as of December
31, 1994, and the consolidated results of their operations and their cash flows
for the year then ended, as well as the consolidated results of their operations
and their cash flows for the year ended December 31, 1993, in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
 
     As discussed in Note 1, the Company was recapitalized in 1995. At that time
certain subsidiaries of the company were transferred to former shareholders.
Accordingly, the accompanying financial statements exclude these subsidiaries.
 
Rea & Associates, Inc.
New Philadelphia, Ohio
June 17, 1996
 
                                       F-3
49
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
DECEMBER 31,
                                                              -------------------
                                                               1994        1995
                                                              -------     -------      MARCH 31,
                                                                                         1996
                                                                                      -----------
                                                                                      (UNAUDITED)
Current assets:
     Cash.................................................    $   160     $ 1,537       $ 2,206
     Accounts receivable - trade, net of allowance for
       doubtful accounts of $33, $62 and $52..............     11,659      12,151        17,911
     Inventories..........................................     14,892      18,510        17,688
     Prepaid expenses and deferred charges................        272         429           310
     Deferred income taxes................................        803       1,371         1,371
                                                              -------     -------     -----------
          Total current assets............................     27,786      33,998        39,486
Deferred income taxes.....................................      4,550       5,143         5,217
Property, plant and equipment, net........................      7,106      10,619        10,466
Other assets:
     Deferred financing costs, net of accumulated
       amortization.......................................         36       1,573         1,493
     Other................................................        755         691           905
                                                              -------     -------     -----------
          Total other assets..............................        791       2,264         2,398
                                                              -------     -------     -----------
          Total assets....................................    $40,233     $52,024       $57,567
                                                              =======     =======     =========
The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-4
50
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED BALANCE SHEETS, CONTINUED
                             (DOLLARS IN THOUSANDS)
DECEMBER 31,
                                                              -------------------
                                                               1994        1995
                                                              -------     -------      MARCH 31,
                                                                                         1996
                                                                                      -----------
                                                                                      (UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Capital lease obligation, current portion............    $    87     $   172       $   175
     Long-term debt, current portion......................      7,701       1,350         1,800
     Accounts payable -- trade............................     10,329      14,672        12,197
     Accrued other expenses:
          Salaries........................................      1,350         514           738
          Legal...........................................        315       1,256         1,365
          Vacation........................................        996       1,050         1,267
          Warranty........................................      1,066       1,272         1,353
          Income taxes....................................        434      (2,156)        1,434
          Other...........................................      3,145       5,133         4,659
                                                              -------     -------     -----------
          Total current liabilities.......................     25,423      23,263        24,988
                                                              -------     -------     -----------
Long term obligations:
     Capital lease obligation, net of current portion.....        330         619           574
     Long-term debt, net of current portion...............      3,116      35,781        37,591
     Accrued post-retirement benefit cost.................     13,045      13,824        14,043
     Other long term liabilities..........................      1,453       1,656         1,656
                                                              -------     -------     -----------
          Total long term obligations.....................     17,944      51,880        53,864
                                                              -------     -------     -----------
          Total liabilities...............................     43,367      75,143        78,852
                                                              -------     -------     -----------
Stockholders' equity:
     Common shares, no par value; 2,200 shares authorized;
       1,000 issued and outstanding in 1995...............                      1             1
     Common shares, no par value; 1,000 shares authorized;
       200 shares issued and outstanding in 1994
     Preferred shares, noncumulative, par value $.01 per
       share, 300 shares authorized; 140 issued and
       outstanding in 1995................................                  2,000         2,000
     Additional paid-in capital...........................                 11,999        11,999
     Additional paid-in capital -- warrants...............                  1,000         1,000
     Accumulated deficit..................................     (3,134)    (38,119)      (36,285)
                                                              -------     -------     -----------
          Total stockholders' (deficit)...................     (3,134)    (23,119)      (21,285)
                                                              -------     -------     -----------
          Total liabilities and stockholders' equity......    $40,233     $52,024       $57,567
                                                              =======     =======     =========
The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-5
51
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                       CONSOLIDATED STATEMENTS OF INCOME
                             (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
                                                 YEARS ENDED DECEMBER 31,           MARCH 31,
                                              ------------------------------    ------------------
                                               1993       1994        1995       1995       1996
                                              -------    -------    --------    -------    -------
                                                                                   (UNAUDITED)
Net sales...................................  $72,208    $88,820    $118,438    $30,453    $34,137
Cost of sales...............................   59,274     71,280      92,637     24,027     26,467
                                              -------    -------    --------    -------    -------
     Gross profit...........................   12,934     17,540      25,801      6,426      7,670
Operating expenses:
     Engineering............................    1,848      2,123       2,504        601        752
     Selling and marketing..................    4,232      4,728       5,365      1,258      1,586
     Administrative.........................    5,075      4,618       5,138        949      1,177
                                              -------    -------    --------    -------    -------
          Total operating expenses..........   11,155     11,469      13,007      2,808      3,515
                                              -------    -------    --------    -------    -------
          Operating income..................    1,779      6,071      12,794      3,618      4,155
Other expense (income):
     Amortization of FAS 106 gain...........              (3,626)
     Interest expense.......................    1,055      1,146       1,642        257      1,018
     Other..................................     (549)       234         865        219        141
                                              -------    -------    --------    -------    -------
          Net other expense (income)........      506     (2,246)      2,507        476      1,159
                                              -------    -------    --------    -------    -------
          Income before provision for
            taxes...........................    1,273      8,317      10,287      3,142      2,996
Income tax provision........................      550      3,152       3,680      1,125      1,162
                                              -------    -------    --------    -------    -------
          Net income before change in
            accounting......................      723      5,165       6,607      2,017      1,834
Change in accounting for post-retirement
  benefits, net of taxes of $6,009..........    9,014
                                              -------    -------    --------    -------    -------
          Net income (loss).................  $(8,291)   $ 5,165    $  6,607    $ 2,017    $ 1,834
                                              =======    =======    ========    =======    =======
The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-6
52
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                             (DOLLARS IN THOUSANDS)
ADDITIONAL     ADDITIONAL
                                           COMMON     PREFERRED      PAID-IN        PAID-IN       ACCUMULATED
                                           STOCK        STOCK        CAPITAL        WARRANTS        DEFICIT          TOTAL
                                           ------     ---------     ----------     ----------     -----------     -----------
Balance December 31, 1992................                                                          $     (35)      $      (35)
     Net loss............................                                                             (8,291)          (8,291)
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance December 31, 1993................                                                             (8,326)          (8,326)
     Net income..........................                                                              5,165            5,165
     Pension adjustment..................                                                                 27               27
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance December 31, 1994................                                                             (3,134)          (3,134)
     Net income..........................                                                              6,607            6,607
     Stock dividend......................    $1                                                           (1)
     Issuance of 825 shares..............     1                      $ 10,499                                          10,500
     Issuance of 100 shares to
       employees.........................                               1,500                                           1,500
     Redemption of 825 shares............    (1)                                                     (39,591)         (39,592)
     Issuance of 81.1 common stock
       warrants..........................                                            $1,000                             1,000
     Issuance of 140 preferred shares....              $ 2,000                                        (2,000)
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance December 31, 1995................     1          2,000         11,999         1,000          (38,119)         (23,119)
     Net income..........................                                                              1,834            1,834
                                             --
                                                      ---------     ----------     ----------     -----------     -----------
Balance March 31, 1996 (unaudited).......    $1        $ 2,000       $ 11,999        $1,000        $ (36,285)      $  (21,285)
                                           ======      =======        =======       =======        =========         ========
The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-7
53
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
                                                             YEARS ENDED DECEMBER 31,              MARCH 31,
                                                         --------------------------------     -------------------
                                                           1993        1994        1995        1995        1996
                                                         --------     -------     -------     -------     -------
Cash flows from operating activities:
     Net income (loss).................................  $ (8,291)    $ 5,165     $ 6,607     $ 2,017     $ 1,834
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
          Post-retirement benefit transition
            obligation.................................    16,130      (3,085)        779         195         219
          Depreciation and amortization................     1,111         945       1,206         257         434
          Pension and other compensation accruals......                    27
          Deferred income taxes........................    (6,137)        992      (1,161)        (66)        (74)
          Equity loss on investment....................                    14          43
          Loss on sale of property, plant and
            equipment..................................       (14)        (13)         41
          (Increase) in accounts receivable............    (1,339)     (1,338)       (492)     (2,114)     (5,760)
          (Increase) in inventory......................    (2,126)     (2,906)     (3,618)        644         822
          (Increase) decrease in prepaid expenses......      (175)         48        (157)        125         119
          Decrease (increase) in other assets..........      (105)         10          13         (35)       (214)
          Increase (decrease) in accounts payable and
            accrued expenses...........................      (350)      5,804       4,106       2,634       1,272
          Increase (decrease) in accrued other
            long-term liabilities......................       946        (579)        203          (6)
                                                         --------     -------     -------     -------     -------
          Net cash provided by (used in) operating
            activities.................................      (350)      5,084       7,570       3,651      (1,348)
                                                         --------     -------     -------     -------     -------
Cash flows from investing activities:
     Proceeds from sale of property, plant and
       equipment.......................................        58          21          30
     Purchase of property, plant and equipment.........      (534)     (1,214)     (4,189)     (1,083)       (201)
     Investment in joint venture.......................                  (100)
                                                         --------     -------     -------     -------     -------
          Net cash used in investing activities........      (476)     (1,293)     (4,159)     (1,083)       (201)
                                                         --------     -------     -------     -------     -------
The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-8
54
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
                                                             YEARS ENDED DECEMBER 31,              MARCH 31,
                                                         --------------------------------     -------------------
                                                           1993        1994        1995        1995        1996
                                                         --------     -------     -------     -------     -------
Cash flows from financing activities:
     Issuance of 825 common shares.....................                            10,500
     Issuance of 100 common shares to employees........                             1,500
     Net borrowings under lines of credits.............     1,415      (3,461)                 (1,679)      2,260
     Proceeds from note payable........................                 2,448
     Redemption of 825 common shares...................                           (39,592)
     New debt incurred in connection with the
       recapitalization, including $1 million of common
       stock warrants..................................                            38,941
     Debt repaid in the recapitalization transaction...                           (10,802)
     Recapitalization expenses.........................                            (1,654)
     Repayments on capital leases......................       (24)        (86)       (102)        (19)        (42)
     Other debt repayments.............................       (86)     (3,026)       (825)
                                                         --------     -------     -------     -------     -------
          Net cash provided by (used in) financing
            activities.................................     1,305      (4,125)     (2,034)     (1,698)      2,218
                                                         --------     -------     -------     -------     -------
          Net increase (decrease) in cash..............       479        (334)      1,377         870         669
                                                         --------     -------     -------     -------     -------
     Cash, beginning of period.........................        15         494         160         160       1,537
                                                         --------     -------     -------     -------     -------
     Cash, end of period...............................  $    494     $   160     $ 1,537     $ 1,030     $ 2,206
                                                         ========     =======     =======     =======     =======
     Supplemental disclosure:
          Cash paid for:
               Income taxes............................  $     89     $ 1,273     $ 4,460
                                                         ========     =======     =======
               Interest................................  $    867     $   858     $ 1,029
                                                         ========     =======     =======
Other:
     Amounts financed through capital leases...........  $    318     $   430     $   476
                                                         ========     =======     =======
The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-9
55
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                             (DOLLARS IN THOUSANDS)
 
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION:
 
     Gradall Industries, Inc. (the Company), formerly ICM Industries Inc. (ICM),
is a holding company. The consolidated financial statements include the Company
and its wholly-owned subsidiaries, The Gradall Company and Gradall Investment
Company.
 
     The Gradall Company manufactures and sells excavating and materials
handling equipment to public and private sector customers throughout the world.
 
     On September 15, 1995, ICM entered into a Recapitalization Agreement (the
"Recapitalization" or the "Agreement"), which was effective October 13, 1995,
under which ICM (a) issued common shares comprising an 82.5% common equity
interest to MLGA Fund II, L.P. and partners for a price of $10.5 million; (b)
redeemed a portion of the common shares owned by Jack D. Rutherford and David T.
Shelby at a purchase price of $44.5 million, less costs and expenses of the
transaction, certain payments to officers and employees, amounts required to
retire existing indebtedness of The Gradall Company, and further adjusted as
required in the Agreement for working capital, income taxes, property additions
and cash balances as of the effective date of the transaction; (c) issued 140
shares of Preferred Stock with a liquidation preference of $2 million to Messrs.
Rutherford and Shelby; (d) issued common shares representing 10% of its
outstanding common stock to certain officers and employees, and (e) distributed
certain non Gradall investments to Messrs. Rutherford and Shelby pursuant to a
plan of partial liquidation.
 
     The Recapitalization was financed under a Loan and Security Agreement with
Heller Financial, Inc. for a $10 million term loan repayable in installments
through September 30, 2000 and up to $22 million in revolving loan commitments
for a period of five years, along with a Securities Purchase Agreement with The
Marlborough Capital Investment Fund, L.P. and Mellon Ventures, Inc. for $10
million of 12.5% Senior Subordinated Notes due October 31, 2003 and warrants for
81.1 shares of common stock. These transactions are being accounted for as a
leveraged recapitalization under which the existing basis of accounting will be
continued, and assets and liabilities of the continuing business are being
carried forward. Under the Agreement the name of ICM has been changed to Gradall
Industries, Inc.
 
     Sources and uses of cash in connection with these transactions are
summarized below:
Sources of Cash:
               Purchase of 825 shares by MLGA Fund II, L.P.............     $10,500
               Purchase of 100 shares by employees.....................       1,500
               Borrowing from Heller Financial, Inc. - Term Loan.......      10,000
               Borrowing from Heller Financial, Inc. - Revolvers.......      17,941
               12.5% Senior Subordinated Notes.........................      10,000
               Company funds...........................................       2,809
                                                                         -------------
                                                                            $52,750
                                                                         ==========
          Uses of cash:
               Repayment of State of Ohio debt.........................     $ 1,323
               Repayment of Bank One debt, including accrued interest
                 of $43................................................       9,482
               Acquisition of 825 shares from Rutherford and Shelby....      39,592
               Financing and other transaction costs...................       2,353
                                                                         -------------
                                                                            $52,750
                                                                         ==========
The purchase price is to be further adjusted based on the actual tax
liabilities as of the closing date including consideration of any taxes
resulting from the distribution of the non-Gradall investments to Messrs.
 
                                      F-10
56
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
Rutherford and Shelby. Any adjustments are not expected to have a material
impact on the accompanying financial statements.
 
     Former wholly-owned subsidiaries of ICM, Magna Power and International
Consulting Management were transferred to Messrs. Rutherford and Shelby in
connection with the Recapitalization described above. For purposes of these
consolidated financial statements, this spin-off transaction has been treated as
a change in the reporting entity and these entities have been excluded from the
accompanying financial statements for all periods presented on the basis that
these companies operated in different industries, were autonomous and had only
incidental transactions with the Company. Management fees to these former
subsidiaries of $630, $550 and $288 for the years ended December 31, 1993, 1994
and 1995, respectively, are included in the accompanying consolidated statements
of income.
 
     The following table summarizes the October 12, 1995 book values of the
companies transferred and excluded from these financial statements:
Cash.........................................................     $   944
          Accounts receivable..........................................       5,976
          Inventory....................................................       6,948
          Property and equipment.......................................       3,350
          Other........................................................         579
                                                                         -------------
                                                                            $17,797
                                                                         ==========
          Accounts Payable.............................................     $ 3,229
          Accrued liabilities..........................................       3,044
          Debt.........................................................      10,789
          Net assets...................................................         735
                                                                         -------------
                                                                            $17,797
                                                                         ==========
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
     Principles of Consolidation: The accompanying consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated.
 
     Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and related notes. Actual results may differ from those estimates.
 
     Revenue Recognition: The Company's revenue recognition policy is to
recognize revenue when products are shipped.
 
     Inventories: Inventories are stated at cost not in excess of market value
using the last-in, first-out (LIFO) method of inventory costing. Inventory cost
includes materials, direct labor, manufacturing overhead, and outside service
costs. Market value is determined by comparison with recent purchases or
realizable value.
 
     Property, Plant and Equipment: Expenditures for property, plant and
equipment and for renewals and betterments which extend the originally estimated
economic lives of assets are capitalized at cost. Expenditures for maintenance
and repairs are charged to expense. Items which are sold, retired, or otherwise
disposed of are removed from the asset and accumulated depreciation accounts and
any gains or losses are reflected in income. The Company's depreciation and
amortization methods are as follows:
 
                                      F-11
57
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
DESCRIPTION                    USEFUL LIFE        METHOD
- ---------------------------------------------   ------------   --------------
Machinery and equipment                          3-10 years    Straight-line
Buildings and improvements                      10-24 years    Straight-line
Furniture and fixtures                           3-10 years    Straight-line
Cash: Cash represents unrestricted cash balances held in various financial
institutions.
 
     Patents: The cost of patents is being amortized on a straight-line basis
over the remaining legal life of the patents.
 
     Deferred Financing Costs: Costs incurred to obtain financing have been
capitalized and are being amortized over the life of the respective financing
arrangements.
 
     Income Taxes: The Company follows the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109").
Deferred income taxes arise from reporting certain items of income and expense
for tax purposes in a different period than for financial reporting purposes.
The principal difference relates to accounting for post-retirement health
benefits.
 
     Fair Value of Financial Instruments: The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 107, "Disclosures About Fair Value of
Financial Instruments," at December 31, 1995. The Company's financial
instruments, as defined in SFAS No. 107, consist principally of cash, accounts
receivable, accounts payable and accrued liabilities in which the fair value of
these financial instruments approximates the carrying value. The Company
recently issued new debt as a result of the Recapitalization and therefore, the
fair value of the debt approximates carrying value.
 
     Unaudited Interim Financial Information: The unaudited interim financial
information as of March 31, 1996 and for the three months ended March 31, 1995
and 1996 has been prepared on the same basis as the audited financial
statements. In the opinion of management, such unaudited information includes
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the interim information. Operating results for the three
months ended March 31, 1996 are not necessarily indicative of the results that
may be expected for the entire year ending December 31, 1996.
 
     Accounting Pronouncements: Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," is effective for the year ending December 31, 1996.
In the opinion of management, this statement will not materially impact the
Company's financial position or results of operations.
 
     Statement of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation," is effective for the year ending December 31, 1996. The
Company has not decided how it intends to apply the accounting and disclosure
provisions of this statement.
 
                                      F-12
58
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
3. INVENTORIES:
 
     Inventories were comprised of:
DECEMBER 31,
                                                         ------------------
                                                          1994       1995
                                                         -------    -------
Raw materials......................  $ 1,120    $   936
                    Work in process....................   15,761     16,585
                    Finished goods.....................    3,216      6,150
                                                         -------    -------
                                                          20,097     23,671
                    LIFO reserve.......................   (5,205)    (5,161)
                                                         -------    -------
                    Total inventory....................  $14,892    $18,510
                                                         =======    =======
4. PROPERTY, PLANT AND EQUIPMENT:
 
     The major classes of property, plant and equipment are summarized as
follows:
DECEMBER 31,
                                                         ------------------
                                                          1994       1995
                                                         -------    -------
Land...............................  $   513    $   513
                    Machinery and equipment............   11,057     14,001
                    Buildings and improvements.........    4,914      5,291
                    Furniture and fixtures.............    1,196      1,340
                    Construction in progress...........      445        670
                                                         -------    -------
                                                          18,125     21,815
                    Less: accumulated depreciation.....  (11,019)   (11,196)
                                                         -------    -------
                         Net property, plant and
                           equipment...................  $ 7,106    $10,619
                                                         =======    =======
5. LONG-TERM DEBT:
 
     Long-term debt at December 31, 1994 and 1995 included:
1994       1995
                                                         -------    -------
Term loan..........................  $ 2,449    $10,000
                    Revolving credit...................    6,958     18,100
                    12.5% Senior subordinated notes,
                      net of discount of $968,719
                      related to warrants..............       --      9,031
                    Notes payable......................    1,410         --
                                                         -------    -------
                                                          10,817     37,131
                    Less current portion...............    7,701      1,350
                                                         -------    -------
                                                         $ 3,116    $35,781
                                                         =======    =======
The Recapitalization was financed under a Loan and Security Agreement with
Heller Financial, Inc. which provided for a $10 million term loan repayable in
installments through September 30, 2000 and up to $22 million in revolving loan
commitments for a period of five years, along with a Securities Purchase
 
                                      F-13
59
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
Agreement with The Marlborough Capital Investment Fund, L.P. and Mellon
Ventures, Inc. for $10 million of 12.5% Senior Subordinated Notes due October
31, 2003 and warrants for 81.1 shares of common stock.
 
     Aggregate maturities of long-term borrowings over the next five years are
as follows: 1996 - $1,350; 1997 - $1,800; 1998 - $1,800; 1999 -$1,800; 2000 -
$21,350.
 
     Interest on the Senior Subordinated Notes is payable quarterly commencing
January 31, 1996, and at maturity at 12.5%. The revolving line of credit bears
interest at either LIBOR plus 2.75% or prime plus .75%. The term loan bears
interest at either LIBOR plus 3.00% or prime plus 1.00%. At December 31, 1995
the prime rate was 8.5% and LIBOR was 5.74% and the actual interest rates in
effect for the revolving line of credit was 8.79% and for the term debt was
9.02%.
 
     The terms of the certain financing agreements contain, among other
provisions, requirements for maintaining defined levels of minimum earnings
before income tax, depreciation and amortization, capital expenditures and
various financial ratios as defined. The financing agreements are collateralized
by substantially all the assets of the Company.
 
     All of long-term debt outstanding at December 31, 1994 was repaid in
connection with the recapitalization transaction described in Note 1.
 
6. LEASE OBLIGATIONS:
 
     The Company leases certain machinery and equipment under capital leases
expiring beginning in the year 1998. The assets and liabilities under capital
leases are recorded at the original purchase cost. The assets are depreciated
over their estimated productive lives. Depreciation of assets under capital
leases is included in depreciation expense.
 
     The following is a summary of property held under capital leases:
Machinery and equipment..............................     $1,020
               Less accumulated depreciation........................        128
                                                                        -------
                                                                           $892
                                                                         ======
The following is a summary of future minimum payments under capitalized
leases that have remaining noncancelable lease terms in excess of one year at
December 31, 1995:
YEAR ENDING DECEMBER 31,
               -------------------------------------------------------
1996..............................................     $236
                    1997..............................................      221
                    1998..............................................      236
                    1999..............................................       97
                    2000..............................................      171
                                                                          -----
               Total minimum lease payments...........................      961
               Interest...............................................      170
                                                                          -----
               Liability under capital lease payments.................      791
               Current portion........................................      172
                                                                          -----
               Long-term capitalized lease obligation.................     $619
                                                                           ====
F-14
60
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
7. EMPLOYEE BENEFIT PLANS:
 
     Pension Plans: Substantially all employees are covered by pension plans
which provide for monthly pension payments to eligible former employees who have
retired. The Company sponsors two plans, one for members of the collective
bargaining unit and one for salaried and other eligible employees.
 
     Benefits paid under the collective bargaining unit plan are based on a
benefit multiplier times years of credited service, reduced by benefits under a
prior plan. Such prior plan benefits are guaranteed under the terms of group
annuity contracts. Benefits paid under the salary plan are based on the greater
of a benefit multiplier times years of credited service or a percentage of
pre-retirement earnings. Pension costs are funded as actuarially determined and
to the extent cash contributions are deductible for federal income tax purposes.
The collective bargaining unit plan uses the entry age normal actuarial cost
method to determine annual contributions to the plan. The salary plan uses the
unit credit actuarial cost method to determine contributions.
 
     The components of net periodic pension cost for the years ended December
31, 1993, 1994 and 1995 were as follows:
1995
                                                   1993         1994       ----------------------------
                                                 --------     --------     COLLECTIVE
                                                 COMBINED     COMBINED     BARGAINING
                                                  PLANS        PLANS       UNIT PLAN      SALARIED PLAN
                                                 --------     --------     ----------     -------------
Service cost...................................    $545         $611          $297            $ 269
Interest cost..................................     490          554           388              256
Actual return of plan assets...................    (304)          50          (777)            (622)
Net amortization and deferral..................    (115)        (473)          539              404
                                                 --------     --------     ----------        ------
Total pension cost.............................    $616         $742          $447            $ 307
                                                 =======      =======      ========       ==========
The funded status of the plans as of December 31, 1994 and 1995 was as
follows:
1994                                  1995
                                       ---------------------------------     ---------------------------------
                                         COLLECTIVE                            COLLECTIVE
                                       BARGAINING UNIT                       BARGAINING UNIT
                                            PLAN           SALARIED PLAN          PLAN           SALARIED PLAN
                                       ---------------     -------------     ---------------     -------------
Accumulated benefit obligation.......      $ 4,438            $ 2,186            $ 5,608            $ 2,837
                                       ===========         ==========        ===========         ==========
Projected benefit obligation.........      $ 4,438            $ 2,955            $ 5,608            $ 4,011
Plan assets at fair value, primarily
  stock and bond funds...............        3,178              2,634              4,275              3,287
                                           -------         -------------         -------         -------------
Projected benefit obligation in
  excess of plan assets..............        1,260                321              1,333                724
Unrecognized net asset...............           --                 71                 --                  1
Unrecognized net loss................          774                 10              1,103                232
Unrecognized prior service cost......           23                 40                 20                128
                                           -------         -------------         -------         -------------
Pension liability recognized in
  accrued other current
  liabilities........................      $   463            $   200            $   210            $   363
                                       ===========         ==========        ===========         ==========
F-15
61
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     The actuarial assumptions used were as follows:
1994     1995
                                                                    ----     ----
Discount rate.........................................  8.5%     7.5%
            Rate of increase in compensation levels...............  4.5%     4.5%
            Expected long-term rate of return on assets...........  8.5%     8.5%
Statement of Financial Accounting Standards No. 87 contains a provision
which requires the recognition of a liability (including unfunded accrued
pension costs) that is at least equal to the unfunded accumulated benefit
obligation (the excess of the accumulated benefit obligation over the fair value
of plan assets). Recognition of an additional minimum liability is required if
an unfunded accumulated benefit exists and the liability already recognized as
unfunded accrued pension cost is less than the unfunded accumulated benefit
obligation. The additional minimum liability of $797 and $1,123 at December 31,
1994 and 1995, respectively, has been included in other long-term liabilities
and an intangible pension asset of $23 and $20 at December 31, 1994 and 1995,
respectively, has been recorded in an amount not exceeding the amount of
unrecognized prior service cost.
 
     Savings and Investment Plan: Substantially all employees are eligible to
participate in a savings and investment plan. The Company sponsors two plans,
one for members of the collective bargaining unit and one for salaried and other
eligible employees. The plans provide for contributions by employees, through
salary reductions, and for a matching contribution by the Company based on a
rate determined for each plan year by the Board of Directors of the Company. The
plans also provide for a discretionary contribution by the Company.
 
     Deferred Compensation Program: The Company has a deferred compensation
program under which certain employees may elect to postpone receipt of a portion
of their earnings. The amounts so deferred are deposited in a trust account, but
remain assets of the Company. The trustees of the program are officers of the
Company.
 
     Profit Sharing Plan: The Company maintains a profit sharing plan covering
union and salaried employees. The amount of the profit sharing bonus is
determined by the Company's return on sales and is calculated based upon the
wages of eligible employees.
 
     Post-Retirement Benefits: The Company provides eligible retired employees
with health care and life insurance benefits. These benefits are provided on a
non-contributory basis for life insurance and contributory basis for medical
coverage. Currently, the Company does not pre-fund these benefits.
 
     The components of periodic net post-retirement benefit cost for the years
ended December 31, 1993, 1994 and 1995 were as follows:
1993     1995      1994
                                                             ------   -------   ------
Service cost.....................................  $  460   $   328   $  393
          Interest cost....................................   1,181       916    1,098
          Amortization of gain.............................      --    (3,626)      --
                                                             ------   -------   ------
               Net periodic post-retirement benefit cost...  $1,641   $(2,382)  $1,491
                                                             ======   =======   ======
F-16
62
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     The following table displays the plans' funded status at December 31, 1994
and 1995 based on the most recent actuarial analysis at December 31, 1994 and
1995:
1994        1995
                                                                 -------     -------
Accumulated post-retirement benefit obligations:
               Retirees........................................  $ 4,734     $ 6,943
               Fully-eligible active plan participants.........    4,004       4,006
               Other active plan participants..................    3,062       4,683
                                                                 -------     -------
                    Total......................................  $11,800     $15,632
                                                                 =======     =======
               Plan assets at fair value.......................  $    --     $    --
               Accumulated post-retirement benefit obligation
                 in excess of assets...........................   11,800      15,632
               Unrecognized net actuarial (loss) gain..........    1,245      (1,808)
                                                                 -------     -------
                    Accrued post-retirement benefit cost.......  $13,045     $13,824
                                                                 =======     =======
The large income amount shown in 1994 is the result of a change in the
estimated medical inflation rate assumption and the Company's decision to fully
amortize this gain into the current year financial statements. The gain in
amortization in 1994 is included in other income (expense).
 
     For measurement purposes, as of December 31, 1994 an 8% annual rate
increase in the per capita cost of covered health care benefits was assumed
through the year 1999; the rate was assumed to decrease gradually to 5% by 2012
and remain constant thereafter. Increasing the assumed health care cost trend
rates by one percentage point for each future year would increase the
Accumulated Post-Retirement Benefit Obligation as of December 31, 1994 by $2,220
and the Service Cost and Interest Cost components of the Net Periodic Post-
Retirement Cost by $195.
 
     The discount rate utilized in determining the Accumulated Post-Retirement
Benefit Obligation was 8.5% for 1994. The discount rate used to calculate the
Net Periodic Post-Retirement Benefit Cost was 7.5% for 1994.
 
     For measurement purposes, as of December 31, 1995 an 8% annual rate in the
per capita cost of covered health care benefits was assumed through the first
year gradually decreasing to 5% by 2011 and remaining constant thereafter.
Increasing the assumed health care cost trend rates by one percentage point for
each future year would increase the Accumulated Post-Retirement Benefit
Obligation to $1,750 at December 31, 1995.
 
     The discount rate utilized in determining the Accumulated Post-Retirement
Benefit Obligation was 7.5%.
 
8. INCOME TAXES:
 
     The provision for income taxes for the years ended December 31, 1993, 1994
and 1995 consisted of the following:
1993      1994       1995
                                                           ----     ------     ------
Federal........................................  $363     $1,842     $3,888
          State..........................................    89        384        849
          Deferred.......................................    98        926     (1,057)
                                                           ----     ------     ------
                                                           $550     $3,152     $3,680
                                                           ====     ======     ======
F-17
63
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     The Company's effective tax rate differed from the federal statutory rate
as follows:
1993      1994       1995
                                                           ----     ------     ------
Federal statutory rate.........................  34.0%      34.0%      34.0%
          Effect of state and local taxes................   4.6        3.0        4.8
          Change in tax liability........................   4.6         --       (3.0)
          Other..........................................    --        0.9         --
                                                           ----     ------     ------
                                                           43.2%      37.9%      35.8%
                                                           ====     ======     ======
The components of the net deferred tax benefits (liabilities) as of
December 31, 1994 and 1995 were as follows:
1994       1995
                                                                   ------     ------
Current:
               Inventories.......................................  $ (796)    $ (813)
               Accrued expenses..................................   1,599      2,184
                                                                   ------     ------
                                                                   $  803     $1,371
                                                                   ======     ======
          Long-term:
               Basis of property and equipment...................  (1,271)    (1,352)
               Post-retirement benefits liability................   5,355      5,646
               Other.............................................     466        849
                                                                   ------     ------
                                                                   $4,550     $5,143
                                                                   ======     ======
The sources of timing differences and related deferred tax effects were as
follows:
1993      1994       1995
                                                          -----     -----     -------
Accrued expenses..............................  $(149)    $(444)    $  (577)
          Post-retirement benefits liability............    447     1,049        (308)
          Depreciation..................................     59        29          84
          Inventory.....................................     24       (27)         20
          Other.........................................   (283)      319        (276)
                                                          -----     -----     -------
                                                          $  98     $ 926     $(1,057)
                                                          =====     =====     =======
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized.
 
9. CAPITAL STOCK:
 
     The Company is authorized to issue one class of common stock.
 
     The Company is authorized to issue shares of Series A preferred stock in
which each share has one vote with a fixed aggregate of 12% of the total vote.
The holders of this preferred stock will vote together with the holders of the
Company's common stock on all matters submitted to the Company's stockholders.
Holders may require the Company to redeem preferred shares proportionately to
any reduction in shares held by MLGA Fund II, L.P.
 
                                      F-18
64
 
                   GRADALL INDUSTRIES, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
                             (DOLLARS IN THOUSANDS)
 
     Outstanding warrants give the holders the right to acquire 81.1 shares of
the Company at a nominal exercise price. The number of shares issuable and the
exercise price of the warrants are subject to adjustment in accordance with
antidilution provisions of the agreement. The warrants expire on October 31,
2005.
 
10. STOCK OPTIONS:
 
     On October 13, 1995, the stockholders approved an incentive stock option
program under which 56.9 shares of the Company's common stock are reserved for
grants to key employees. The option price is to be determined by the Plan
Administrator, but shall not be less than the fair market value of the stock at
the time of the grant. On October 13, 1995, 23.9 options were granted under the
plan. These options vest one-third annually over a three-year period and are
exercisable for up to 10 years at an exercise price of $15,000 per share.
 
11. CONTINGENCIES:
 
     The Company was involved in certain claims and litigation related to its
operations. Based upon the facts known at this time, management is of the
opinion that the ultimate outcome of all such claims and litigation will not
have a material adverse effect on the financial condition or results of
operations of the Company.
 
     The Company is a defendant in a civil action filed by one of the Company's
distributors in which the plaintiff alleges that the Company discriminated in
pricing and product distribution to the detriment of the plaintiff and seeks
$4.5 million in compensatory damages, unspecified punitive damages and other
relief. The Company is vigorously defending the case and believes that the
results of the litigation will not have a material adverse effect on the
operations or financial condition of the Company.
 
                                      F-19
65
 
- -------------------------------------------------------------
- -------------------------------------------------------------
 
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SHARES OF
COMMON STOCK IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE THEREOF.
 
                          ---------------------------
 
                               TABLE OF CONTENTS
PAGE
                                              ----
Prospectus Summary.........................     3
Risk Factors...............................     6
The Company................................     9
Use of Proceeds............................    10
Dividend Policy............................    10
Capitalization.............................    11
Dilution...................................    12
Selected Consolidated Financial Data.......    13
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................    14
Business...................................    20
Management.................................    31
1995 Recapitalization and Certain
  Transactions.............................    37
Principal and Selling Stockholders.........    38
Description of Capital Stock...............    39
Shares Eligible for Future Sale............    41
Underwriting...............................    42
Experts....................................    43
Change in Accountants......................    43
Legal Matters..............................    43
Additional Information.....................    43
Index to Consolidated Financial
  Statements...............................   F-1
---------------------------
 
  UNTIL           , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
 
- -------------------------------------------------------------
- -------------------------------------------------------------
 
- -------------------------------------------------------------
- -------------------------------------------------------------
 
                            GRADALL INDUSTRIES, INC.
 
                          ---------------------------
 
                                3,125,000 SHARES
 
                                  COMMON STOCK
 
                                   PROSPECTUS
 
                                            , 1996
 
                          ---------------------------
 
                            DILLON, READ & CO. INC.
 
                               MCDONALD & COMPANY
                                SECURITIES, INC.
- -------------------------------------------------------------
- -------------------------------------------------------------
66
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     An itemized statement of the estimated amount of the expenses, other than
underwriting discounts and commissions, incurred and to be incurred in
connection with the issuance and distribution of the securities registered
pursuant to this Registration Statement is as follows:
Securities and Exchange Commission registration fee......................  $ 21,067
     Nasdaq listing fee.......................................................    37,786
     NASD filing fee..........................................................     6,610
     Printing and engraving expenses..........................................
     Accounting fees and expenses.............................................
     Legal fees and expenses..................................................
     Transfer Agent fees and expenses.........................................
     Blue Sky fees and expenses and legal fees................................    20,000
     Miscellaneous............................................................
                                                                                --------
               Total..........................................................  $
                                                                                ========
- ---------------
* To be completed by amendment.
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law, as amended, provides
with regard to indemnification of directors and officers as follows:
 
          145. Indemnification of Officers, Directors, Employees and Agents;
     Insurance. (a) A corporation may indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which he reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.
 
          (b) A corporation may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such person shall have been adjudged to be liable to the
     corporation unless and only to the extent that the Court of Chancery or the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of all
     the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of Chancery or such
     other court shall deem proper.
 
                                      II-1
67
 
          (c) To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, he shall
     be indemnified against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection therewith.
 
          (d) Any indemnification under subsections (a) and (b) of this section
     (unless ordered by a court) shall be made by the corporation only as
     authorized in the specific case upon a determination that indemnification
     of the director, officer, employee or agent is proper in the circumstances
     because he has met the applicable standard of conduct set forth in
     subsections (a) and (b) of this section. Such determination shall be made
     (1) by a majority vote of the directors who are not parties to such action,
     suit or proceeding, even though less than a quorum, or (2) if there are no
     such directors, or if such directors so direct, by independent legal
     counsel in a written opinion, or (3) by the stockholders.
 
          (e) Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that he is not entitled to be
     indemnified by the corporation as authorized in this section. Such expenses
     (including attorneys' fees) incurred by other employees and agents may be
     so paid upon such terms and conditions, if any, as the board of directors
     deems appropriate.
 
          (f) The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in his official capacity and as to action in another capacity while holding
     such office.
 
          (g) A corporation shall have power to purchase and maintain insurance
     on behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such
     capacity, or arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such liability
     under this section.
 
          (h) For purposes of this section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     this section with respect to the resulting or surviving corporation as he
     would have with respect to such constituent corporation if its separate
     existence had continued.
 
          (i) For purposes of this section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to any employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an employee benefit
     plan, its participants or beneficiaries; and a person who acted in good
     faith and in a manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan shall be deemed
     to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this section.
 
          (j) The indemnification and advancement of expenses provided by, or
     granted pursuant to, this section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.
 
          (k) The Court of Chancery is hereby vested with exclusive jurisdiction
     to hear and determine all actions for advancement of expenses or
     indemnification brought under this section or under any bylaw,
 
                                      II-2
68
 
     agreement, vote of stockholders or disinterested directors, or otherwise.
     The Court of Chancery may summarily determine a corporation's obligation to
     advance expenses (including attorneys' fees).
 
     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:
 
          (b) In addition to the matters required to be set forth in the
     certificate of incorporation by subsection (a) of this section, the
     certificate of incorporation may also contain any or all of the following
     matters:
 
                                    *  *  *
 
          (7) A provision eliminating or limiting the personal liability of a
     director to the corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director, provided that such provision shall
     not eliminate or limit the liability of a director: (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under section 174 of this
     title; or (iv) for any transaction from which the director derived an
     improper personal benefit. No such provision shall eliminate or limit the
     liability of a director for any act or omission occurring prior to the date
     when such provision becomes effective. All references in this paragraph to
     a director shall also be deemed to refer (x) to a member of the governing
     body of a corporation which is not authorized to issue capital stock, and
     (y) to such other person or persons, if any, who, pursuant to a provision
     of the certificate of incorporation in accordance with Section 141(a) of
     this title, exercise or perform any of the powers or duties otherwise
     conferred or imposed upon the board of directors by this title.
 
     Article Seventh of the Amended and Restated Certificate of Incorporation of
the Company provides with regard to indemnification of directors and officers as
follows:
 
          SEVENTH: The Corporation shall, to the full extent permitted by
     Section 145 of the Delaware General Corporation Law, as amended from time
     to time, indemnify all persons whom it may indemnify pursuant thereto.
 
ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
     No securities of the registrant have been issued or sold by the registrant
within the past three years, except as follows*:
 
          (1) On October 10, 1995, the registrant issued 743 shares of Common
     Stock to its existing stockholders in connection with a one to 4.715 stock
     split declared by the board of directors of the registrant and effected
     through a stock dividend.
 
          (2) On October 11, 1995, the registrant issued 140 shares of Series A
     Preferred Stock to its existing stockholders in connection with a stock
     dividend declared by the board of directors of the registrant.
 
          (3) On October 12, 1995, the registrant sold 825 shares of Common
     Stock to MLGA Fund II, L.P. for a consideration of $10,500,000.
 
          (4) On October 12, 1995, the registrant issued warrants to purchase an
     aggregate of 81.1 shares of Common Stock to two institutional investors for
     an aggregate consideration of $968,719.
 
          (5) On October 12, 1995, the registrant issued an aggregate of 75
     shares of Common Stock to two executive officers of the registrant in
     accordance with the terms of a Recapitalization Agreement, by and between
     the registrant, MLGA Fund II, L.P. and its existing stockholders (the
     "Recapitalization Agreement"), in exchange for the executive officers'
     surrender of their rights to acquire a substantially equivalent equity
     interest in the registrant.
 
          (6) On October 12, 1995, the registrant issued an aggregate of 25
     shares of Common Stock to eight executive officers and key employees of the
     registrant and its subsidiary in accordance with the terms of the
     Recapitalization Agreement. No consideration was paid to the registrant by
     the executive officers and key employees for these shares of Common Stock.
 
                                      II-3
69
 
          (7) On October 13, 1995, the registrant issued options to purchase an
     aggregate of 23.9 shares of Common Stock to a group of 13 executive
     officers and key employees of the registrant and its subsidiary pursuant to
     the terms of its 1995 Stock Option Plan.
 
- ---------------
 
     * Does not give effect to a 5,540-for-1 split of the Company's Common Stock
       to be effected immediately prior to the consummation of the Offering.
 
     Exemption from registration under the Securities Act was claimed with
respect to the transactions described in paragraphs (3), (4) and (5) above under
Section 4(2) of the Securities Act as transactions by the issuer not involving
any public offering and with respect to the transactions described in paragraphs
(1), (2), (6) and (7) as transactions not involving a sale of securities.
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) List of Exhibits
 
     The list of exhibits is incorporated herein by reference to the Index to
Exhibits on page E-1.
 
     (b) Financial Statement Schedule
 
     Schedule II--Valuation and Qualifying Accounts
 
ITEM 17.  UNDERTAKINGS
 
     The undersigned registrant hereby undertakes that:
 
          (1) The undersigned registrant hereby undertakes to provide to the
     underwriter at the closing specified in the underwriting agreements,
     certificates in such denominations and registered in such names as required
     by the underwriter to permit prompt delivery to each purchaser.
 
          (2) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Company of expenses incurred or paid by a director,
     officer or controlling person of the Company in the successful defense of
     any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Company will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
 
          (3) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
     or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.
 
          (4) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.
 
                                      II-4
70
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Gradall
Industries, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
Philadelphia, State of Ohio, on this 25th day of June, 1996.
 
                                          GRADALL INDUSTRIES, INC.
 
                                          By:   /s/  BARRY L. PHILLIPS
                                            Name: Barry L. Phillips
                                            Title: President
 
                               POWER OF ATTORNEY
 
     The Registrant and each person whose signature appears below constitutes
and appoints Bruce A. Jonker, Barry L. Phillips and William C. Ughetta, Jr., and
any agent for service named in this Registration Statement and each of them,
his, her or its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to this Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed pursuant to Rule 462(b)
under the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and things requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                               TITLE                           DATE
              ---------                               -----                           ----
/s/  BARRY L. PHILLIPS                President (Principal Executive                June 25, 1996
                                      Officer) and Director
/s/  BRUCE A. JONKER                  Vice President, Chief Financial               June 25, 1996
                                      Officer and Treasurer (Principal
                                      Financial Officer and Principal
                                      Accounting Officer)
/s/  DAVID S. WILLIAMS                Director                                      June 25, 1996
/s/  SANGWOO AHN                      Director                                      June 25, 1996
/s/  JOHN A. MORGAN                   Director                                      June 25, 1996
/s/  PERRY J. LEWIS                   Director                                      June 25, 1996
/s/  WILLIAM C. UGHETTA, JR.          Director                                      June 25, 1996
/s/  JACK D. RUTHERFORD               Director                                      June 25, 1996
II-5
71
 
                            GRADALL INDUSTRIES, INC.
                                  SCHEDULE II
                      VALUATION AND QUALIFICATION ACCOUNTS
                             (DOLLARS IN THOUSANDS)
ADDITIONS
                                                         -----------------------
                                            BALANCE AT   CHARGED TO   CHARGED TO                 BALANCE AT
                                            BEGINNING    COSTS AND      OTHER                      END OF
                DESCRIPTION                 OF PERIOD     EXPENSES     ACCOUNTS    DEDUCTIONS      PERIOD
- ------------------------------------------- ----------   ----------   ----------   ----------   -------------
LIFO Inventory Reserve:
     Year ended December 31, 1993..........   $4,723        $  2                                   $ 4,725
     Year ended December 31, 1994..........    4,725         480                                     5,205
     Year ended December 31, 1995..........    5,205         (44)                                    5,161
Allowance for Doubtful Accounts:
     Year ended December 31, 1993..........       95          29         $ 56(a)      $ 18(b)
                                                                                       107(c)           55
     Year ended December 31, 1994..........       55           0           34(a)        23(b)
                                                                                        33(c)           33
     Year ended December 31, 1995..........       33          12           43(a)         4(b)
                                                                                        22(c)           62
Allowance for Inventory Obsolescence:
     Year ended December 31, 1993..........      658         212                       212(d)          658
     Year ended December 31, 1994..........      658         591                       291(d)          958
     Year ended December 31, 1995..........      958         527                       629(d)          856
- ---------------
 
(a) Late fees assessed and fully reserved.
 
(b) Doubtful accounts written off.
 
(c) Revenue recognized from late fees collected.
 
(d) Write off of obsolete inventories.
 
                                       S-1
72
 
                                 EXHIBIT INDEX
EXHIBIT                                                                                SEQUENTIAL
  NO.                                      DESCRIPTION                                  PAGE NO.
- -------     -------------------------------------------------------------------------  ----------
1.01      Form of Underwriting Agreement*
  3.01      Form of Amended and Restated Certificate of Incorporation of the
            Registrant*
  3.02      Amended and Restated Bylaws of the Registrant
  4.01      Specimen Certificate for the Common Stock, par value $.001 per share, of
            the Registrant*
  5.01      Opinion of Black, McCuskey, Souers & Arbaugh*
 10.01      Recapitalization Agreement dated as of September 15, 1995 among ICM
            Industries, Inc., MLGA Fund II, L.P., Jack D. Rutherford and David T.
            Shelby (excluding exhibits and schedules)
 10.02      Amendment to Recapitalization Agreement, dated as of October 12, 1995
 10.03      Amended and Restated Shareholders Agreement dated as of           , 1996*
 10.04      Amended and Restated Employment Agreement dated October 13, 1995 between
            The Gradall Company and Barry L. Phillips
 10.05      Amended and Restated Employment Agreement dated October 13, 1995 between
            The Gradall Company and David S. Williams
 10.06      Deferred Compensation Agreement dated July 19, 1989 between The Gradall
            Company and Barry L. Phillips
 10.07      Amended and Restated Deferred Compensation Agreement dated August 30,
            1995 between The Gradall Company and David S. Williams
 10.08      Split-Dollar Life Insurance Agreement dated as of August 30, 1995 between
            The Gradall Company and Barry L. Phillips
 10.09      Gradall Industries, Inc. 1995 Stock Option Plan
 10.10      Employment Agreement dated as of November 1, 1995 between The Gradall
            Company and Bruce A. Jonker
 10.11      Employment Agreement dated as of November 1, 1995 between The Gradall
            Company and Joseph H. Keller, Jr.
 10.12      Employment Agreement dated as of November 1, 1995 between The Gradall
            Company and James C. Cahill
 10.13      The Gradall Company Amended and Restated Supplemental Executive
            Retirement Plan
 10.14      The Gradall Company Benefit Restoration Plan
 10.15      Loan and Security Agreement dated as of October 13, 1995, among Gradall
            Investment Company, The Gradall Company, Gradall Industries, Inc. and
            Heller Financial, Inc., as agent (excluding exhibits and schedules)
 10.16      Supply Agreement between The Gradall Company and Iowa Industrial
            Hydraulics, Inc., dated January 1, 1995 (excluding exhibits)
 21.01      Subsidiaries of the Registrant
 23.01      Consent of Coopers & Lybrand L.L.P.
 23.02      Consent of Rea & Associates, Inc.*
 23.03      Consent of Black, McCuskey, Souers & Arbaugh (included in their opinion
            filed as Exhibit 5.01)
 23.04      Consent of Ernest Green
 24.01      Powers of Attorney of certain officers and directors of the Registrant
            (filed herewith on the signature page)
 27.01      Financial Data Schedule
- ---------------
 
* To be filed by amendment.
 
                                       E-1