SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): AUGUST 9, 2005
                                                          --------------



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



          New York                  0-27618                 16-0547600
--------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File          (IRS Employer
      of incorporation)              Number)           Identification No.)




   140 John James Parkway, Amherst, New York                     14228-1197
--------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip Code)



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



                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



ITEM 7.01.  REGULATION FD DISCLOSURE.

         The  information  provided  in this  Item  7.01 is being  furnished  by
Columbus McKinnon  Corporation (the "Company") to provide information (set forth
in Exhibit 99.1 hereto)  regarding the Company's  results of operations  for the
five fiscal years in the five-year  period ended March 31, 2005, the three-month
periods ended July 4, 2004 and July 3, 2005 and the  twelve-months  period ended
July 3, 2005.  This  information  is  contained  in a  preliminary  confidential
offering  circular of the Company  dated August __, 2005  prepared in connection
with the  Company's  previously  announced  sale of  senior  subordinated  notes
pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act").

         The  information  contained in this Item 7.01 is being  "furnished"  in
accordance  with  General  Instruction  B.2. of Form 8-K and shall not be deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange  Act"),  or otherwise  subject to the liabilities of that
section,  nor shall it be deemed to be  incorporated  by reference in any filing
under the Act, or the Exchange  Act,  except as expressly  set forth by specific
reference in such filing:


<PAGE>


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

EXHIBIT NO.         DESCRIPTION
-----------         -----------

99.1                Financial Information



                                   SIGNATURES


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



Date:  August 9, 2005                        By:  /S/  TIMOTHY T. TEVENS
                                                  -----------------------
                                                  Timothy T. Tevens
                                                  President and Chief Executive
                                                     Officer



                                  EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION
-----------                -----------

99.1                       Financial Information


<PAGE>


                                                                    EXHIBIT 99.1

    The  following  table sets forth  selected  consolidated  financial  data of
Columbus McKinnon  Corporation (the "Company") for each of the five fiscal years
in the five year period ended March 31, 2005, for the three-month  periods ended
July 4, 2004 and July 3, 2005 and the  twelve-month  period  ended July 3, 2005,
which are derived from the Company's consolidated  financial statements.  In May
2002, the Company sold  substantially  all of the assets of its ASI  subsidiary.
The Company's  consolidated  financial statements for the periods presented have
been restated to reflect the ASI business as a discontinued  operation.  The pro
forma data, included below, gives effect to the Company's  previously  announced
offering of senior  subordinated  notes (the  "Offering") and the application of
the net proceeds therefrom as if they occurred on July 3, 2005 for balance sheet
purposes and July 4, 2004 for income statement purposes.

<TABLE>
<CAPTION>
                                                                                                                          TWELVE
                                                             (DOLLARS IN MILLIONS)                  THREE MONTHS ENDED    MONTHS
                                                          FISCAL YEAR ENDED MARCH 31,                                      ENDED
                                              --------------------------------------------------    -------------------  --------
                                               2001       2002       2003       2004       2005     07/04/04   07/03/05  07/03/05
                                               ----       ----       ----       ----       ----     --------   --------  --------

OTHER FINANCIAL DATA
<S>                                           <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>
   EBITDA (1)..............................   $ 90.7     $ 48.2     $ 42.3     $ 44.2     $ 55.1     $ 13.5     $ 17.8    $ 59.4
   Adjusted EBITDA (1).....................     88.5       60.2       43.9       41.2       52.8       13.5       17.0      56.3
   Depreciation and amortization...........     22.7       22.5       14.8       10.1        9.2        2.3        2.4       9.3
   Capital Expenditures....................     10.2        4.7        5.0        3.6        5.9        0.8        1.7       6.8
   Net cash provided by operating
   activities of continuing operations.....     38.3       49.8       14.2       26.4       17.2        1.1       10.6      26.7
   Net cash (used in) provided by
   investing activities of continuing           (7.2)      (1.6)      16.0        4.3        2.5      (0.4)       (2.4)      0.5
   operations..............................
   Net cash used in financing activities
   of continuing operations................    (19.5)     (48.5)     (41.9)     (21.5)     (21.9)        0.2      (3.9)    (26.0)

SUPPLEMENTAL DATA:
   Pro forma interest expense (2)..........                                                                                $25.6
   Pro forma ratio of Adjusted EBITDA to
   cash interest expense...................                                                                                 2.2x
   Pro forma ratio of total debt to
   Adjusted EBITDA(3)......................                                                                                 4.8x

</TABLE>


(1) EBITDA is defined as the sum of income  (loss)  from  continuing  operations
before income tax expense, interest and debt expense,  depreciation expense, and
write-off /  amortization  of intangible  assets  (including  goodwill).  Income
(loss) from  continuing  operations  is defined as net income  (loss) before (i)
cumulative  effect of change in  accounting  principle,  (ii) income (loss) from
discontinued   operations  and  (iii)  loss  on   disposition  of   discontinued
operations. Adjusted EBITDA is defined as EBITDA as adjusted as set forth in the
following  table.  EBITDA and Adjusted  EBITDA are presented  herein because the
Company  believes they are useful  supplements to income (loss) from  operations
and net cash  provided  by  operating  activities  in  understanding  cash flows
generated  by  operations  that are  available  for  debt  service  and  capital
expenditures.  In addition,  our revolving credit facility incorporates Adjusted
EBITDA as a measure in determining debt covenant compliance. However, EBITDA and
Adjusted  EBITDA do not  represent  income  (loss) from  operations  or net cash
provided by operating  activities  as defined by generally  accepted  accounting
principles.  Accordingly,  EBITDA and Adjusted EBITDA should not be construed as
alternatives  to net cash provided by operating  activities,  income (loss) from
continuing  operations  or other  measures  as  determined  in  accordance  with
standards of the Public Company  Accounting  Oversight Board as an indication of
the Company's operating performance or as a measure of its liquidity.  Moreover,
EBITDA and Adjusted EBITDA do not necessarily  indicate  whether cash flows will
be sufficient to fund cash needs,  including debt service,  and such measures as
presented  herein may differ from and may not be comparable to similarly  titled
measures used by other companies.  The Company's presentation of Adjusted EBITDA
may not comply with the Securities and Exchange Commission's  guidelines related
to non-GAAP financial measures that will be applicable to the shelf registration
or exchange offer  registration  statement to be filed with respect to the notes
issued in the Offering.


<PAGE>



         Set forth below is the  calculation  of EBITDA and Adjusted  EBITDA and
the  reconciliations of EBITDA and Adjusted EBITDA from net income (loss) and to
cash provided (used) by operating activities:

<TABLE>
<CAPTION>
                                                                                                                            TWELVE
                                                           (DOLLARS IN MILLIONS)                     THREE MONTHS ENDED     MONTHS
                                                        FISCAL YEAR ENDED MARCH 31,                                         ENDED
                                             -----------------------------------------------------   -------------------   --------
                                              2001        2002         2003      2004       2005     07/04/04   07/03/05   07/03/05
                                              ----        ----         ----      ----       ----     --------   --------   --------
<S>                                         <C>        <C>          <C>         <C>        <C>        <C>        <C>        <C>
   Net income (loss)......................  $ 15.2     $ (135.3)    $ (14.0)    $  1.2     $ 16.7     $  3.4     $  7.3     $ 20.6
   Add cumulative effect of change in
        accounting principle..............       -            -         8.0          -          -          -          -          -
   Add (income) loss from discontinued
        operations........................    (0.3)         7.9           -          -       (0.6)         -       (0.2)      (0.8)
   Add loss on disposition of
   discontinued operations................       -        121.4           -          -          -          -          -          -
   Income (loss) from continuing
        operations.......................     14.9         (6.0)       (6.0)       1.2       16.1        3.4        7.1       19.8
   Add income tax expense................     16.8          2.3         1.5        4.0        2.2        0.7        1.6        3.1
   Add interest and debt expense.........     36.3         29.4        32.0       28.9       27.6        7.1        6.7       27.2
   Add depreciation and write-off /
        amortization of intangibles......     22.7         22.5        14.8       10.1        9.2        2.3        2.4        9.3
                                            ------     --------     -------       ----     ------     ------     ------     ------

EBITDA...................................   $ 90.7     $   48.2     $  42.3     $ 44.2     $ 55.1     $ 13.5     $ 17.8     $ 59.4
   Adjustments:
   Restructuring charges(a)..............   $    -     $    9.6     $   3.7     $  1.2     $  0.9     $    -     $    -     $  0.9
   Pension charge(b)                             -            -           -          -        2.0          -          -        2.0
   Other (income) and expense, net(c)         (2.2)         2.4        (2.1)      (4.2)      (5.2)         -       (0.8)      (6.0)
        Total adjustments...............      (2.2)        12.0         1.6       (3.0)      (2.3)         -       (0.8)      (3.1)
                                            ------     --------     -------     ------     ------     ------     ------     ------
   Adjusted EBITDA.......................     88.5         60.2        43.9       41.2       52.8       13.5       17.0       56.3
   Cash interest.........................    (36.8)       (29.9)      (30.9)     (27.3)     (26.1)      (6.7)      (6.4)     (25.8)
   Cash (paid) received for taxes            (20.4)        (3.3)        4.2        9.7       (2.0)      (0.9)      (1.2)      (2.3)
   Restructuring charges.................        -         (9.6)       (3.7)      (1.2)      (0.9)         -          -       (0.9)
   Changes in operating assets and
        liabilities......................     (0.6)        28.3         4.0        8.8       (4.4)      (6.4)      (0.4)       1.6
   Other.................................      7.6          4.1        (3.3)      (4.8)      (2.2)       1.6        1.6       (2.2)
                                            ------     --------     -------     ------     ------     ------     ------     ------
   Net cash provided by
        operating activities
        of continuing operations            $ 38.3     $   49.8     $  14.2     $ 26.4     $ 17.2     $  1.1     $ 10.6     $ 26.7
                                            ======     ========     =======     ======     ======     ======     ======     ======

</TABLE>

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

    (a) This adjustment  eliminates  restructuring  charges  attributable to the
    closure  or  significant   reorganization   of  manufacturing  or  warehouse
    facilities.  The  charges  consist of exit costs  such as  severance,  lease
    termination and facility wind-down and preparation for sale, and other costs
    such  as   facility   maintenance   pending   sale  and  asset   impairment,
    substantially all of which were cash charges.
    (b) This  adjustment  eliminates a one-time,  non-cash  charge  related to a
    defined benefit plan at one of the Company's  foreign  operations.
    (c) This  adjustment  eliminates  amounts  recorded  as other  (income)  and
    expense,  net, which include gains and losses on marketable  securities held
    by the  Company's  captive  insurance  subsidiary,  losses  on the  sales of
    Handling Systems and Conveyors,  Inc., LICO Steel Inc.,  Positech and Lister
    Chain & Forge,  divested  in January  2002,  March 2003,  February  2004 and
    February 2004,  respectively,  and proceeds  relating to the sale of certain
    non-operating  properties,  income from interest rate swaps and gains on the
    redemption of subordinated debt at a discount.

(2) Represents cash interest  expense (cash interest  expense does not represent
interest expense, as defined by U.S. generally accepted  accounting  principles,
which  includes the  amortization  of deferred  financing  costs) for the twelve
month period ended July 3, 2005 assuming the Company's  debt as of July 3, 2005,
as  adjusted  for the  Offering  and the use of  proceeds  therefrom,  had  been
outstanding since July 4, 2004 as described in the table set forth below:


<PAGE>

(3) Based upon the Company's anticipated level of indebtedness of $270.6 million
following  the  Offering,  we expect this ratio to be  approximately  4.8x.  See
"Capitalization."

<TABLE>
<CAPTION>
                                                                                         PRO FORMA
                                                                                        BALANCE AS OF           PRO FORMA
                                                                                      JULY 3, 2005, AS           ANNUAL
                                                                                        ADJUSTED FOR          CASH INTEREST
                                                                  INTEREST RATE        THE REFINANCING           EXPENSE
                                                                  -------------        ---------------        -------------
<S>                                                                   <C>                  <C>                   <C>
   Revolving credit facility(a)..........                             5.35%                $  14.1               $   0.9
   10% Senior Secured Notes..............                            10.00%                  115.0                  11.5
   8 1/2% Senior Subordinated Notes......                             8.50%                      -                     -
   New Senior Subordinated Notes.........                             9.50%                  136.0                  12.9
   Other.................................                             6.00%                    5.5                   0.3
                                                                                           -------               -------
   Pro Forma Cash Interest Expense (as shown
   in Capitalization Table)..............                                                  $ 270.6               $  25.6
                                                                                           =======               =======

</TABLE>

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

     (a) Assumes an interest rate of LIBOR (3.6%) plus 175 basis points.


<PAGE>



                                 CAPITALIZATION

          The following table sets forth the Company's actual  capitalization as
of July 3, 2005 and as adjusted to give effect to the  following  events,  as if
each such event has occurred as of July 3, 2005:

     o    the completion of this Offering; and

     o    the  application of the proceeds of the Offering and borrowings  under
          the Company's  revolving  credit  facility to repurchase or redeem the
          Company's  remaining  outstanding 8 1/2% Senior Subordinated Notes due
          2008 the (8 1/2%  Notes"),  to pay tender or  redemption  premiums  in
          connection therewith and pay other fees and expenses.


<TABLE>
<CAPTION>
                                                                           JULY 3, 2005
                                                                 -------------------------------
                                                                      ACTUAL      AS ADJUSTED
                                                                     --------     -----------
                                                                      (DOLLARS IN MILLIONS)

<S>                                                                  <C>            <C>
        Cash and cash equivalents.............                       $   13.6       $    7.7
        Debt:

             Revolving credit facility due 2007(1)                   $    3.8       $   14.1
             10% Senior Secured Notes due 2010                          115.0          115.0
                                                                     --------       --------

        Total senior secured debt.............                          118.8          129.1
             Other senior debt(2)                                         5.5            5.5
                                                                     --------       --------

        Total senior debt.....................                          124.3          134.6
             8 1/2% Senior Subordinated Notes due 2008                  142.3              -
             New Senior Subordinated Notes....                              -          136.0
                                                                     --------       --------

                  Total debt..................                          266.6          270.6
        Total shareholders' equity(3)                                    86.2           82.7
                                                                     --------       --------

                  Total capitalization........                       $  352.8       $  353.3
                                                                     ========       ========

</TABLE>

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

(1)      After giving  effects to changes in amounts  outstanding  since July 3,
         2005 and to the  application  of the net proceeds of the Offering,  the
         Company  expects  that its  actual  outstanding  borrowings  under  its
         revolving credit facility will be $14.1 million,  and that it will have
         additional   availability   thereunder,   after   taking  into  account
         outstanding letters of credit of $13.5 million, of $37.4 million.
(2)      Other senior debt includes working capital facilities and other debt of
         the Company's  foreign  subsidiaries.
(3)      Adjustments  to  the  Company's  shareholders'  equity  reflect  tender
         or  redemption  premiums of $2.4  million  (assuming  all of the 8 1/2%
         Notes are  tendered)  and a write-off  of  unamortized  original  issue
         discount  and  capitalized  financing  fees on its 8 1/2% Notes of $1.1
         million.
[{"type": "8-K", "sequence": "1", "filename": "regfd.txt", "description": "REGULATION FD DISCLOSURE - OFFERING CIRCULAR", "secsgml_size_bytes": 21777}]
[{"company-data": {"conformed-name": "YALE INDUSTRIAL PRODUCTS INC", "cik": "0001062624", "irs-number": "710585582", "state-of-incorporation": "MO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-53759-06", "film-number": "051011147"}, "business-address": {"street1": "140 JOHN JAMES AUDUBON PARKWAY", "city": "AMHERST", "state": "NY", "zip": "19228-1197", "phone": "7166895400"}}, {"company-data": {"conformed-name": "AUDUBON EUROPE S A R L", "cik": "0001263401", "irs-number": "421542436", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-109730-04", "film-number": "051011149"}, "business-address": {"street1": "140 JOHN JAMES AUDUBON PARKWAY", "city": "AMHERST", "state": "NY", "zip": "14428", "phone": "7166895405"}}, {"company-data": {"conformed-name": "CRANE EQUIPMENT & SERVICE INC", "cik": "0001263400", "irs-number": "731515437", "state-of-incorporation": "OK", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-109730-02", "film-number": "051011146"}, "business-address": {"street1": "140 JOHN JAMES AUDUBON PARKWAY", "city": "AMHERST", "state": "NY", "zip": "14428", "phone": "7166895405"}}, {"company-data": {"conformed-name": "COLUMBUS MCKINNON CORP", "cik": "0001005229", "assigned-sic": "3531", "irs-number": "160547600", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27618", "film-number": "051011148"}, "business-address": {"street1": "140 JOHN JAMES AUDUBON PKWY", "city": "AMHERST", "state": "NY", "zip": "14228-1197", "phone": "7166895400"}, "mail-address": {"street1": "140 JOHN JAMES AUDUBON PARKWAY", "city": "AMHERST", "state": "NY", "zip": "14228-1197"}}]
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): AUGUST 9, 2005
                                                          --------------

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

          New York                  0-27618                 16-0547600
--------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File          (IRS Employer
      of incorporation)              Number)           Identification No.)

   140 John James Parkway, Amherst, New York                     14228-1197
--------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip Code)

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

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

ITEM 7.01.  REGULATION FD DISCLOSURE.

         The  information  provided  in this  Item  7.01 is being  furnished  by
Columbus McKinnon  Corporation (the "Company") to provide information (set forth
in Exhibit 99.1 hereto)  regarding the Company's  results of operations  for the
five fiscal years in the five-year  period ended March 31, 2005, the three-month
periods ended July 4, 2004 and July 3, 2005 and the  twelve-months  period ended
July 3, 2005.  This  information  is  contained  in a  preliminary  confidential
offering  circular of the Company  dated August __, 2005  prepared in connection
with the  Company's  previously  announced  sale of  senior  subordinated  notes
pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act").

         The  information  contained in this Item 7.01 is being  "furnished"  in
accordance  with  General  Instruction  B.2. of Form 8-K and shall not be deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange  Act"),  or otherwise  subject to the liabilities of that
section,  nor shall it be deemed to be  incorporated  by reference in any filing
under the Act, or the Exchange  Act,  except as expressly  set forth by specific
reference in such filing:
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

EXHIBIT NO.         DESCRIPTION
-----------         -----------

99.1                Financial Information

                                   SIGNATURES

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

Date:  August 9, 2005                        By:  /S/  TIMOTHY T. TEVENS
                                                  -----------------------
                                                  Timothy T. Tevens
                                                  President and Chief Executive
                                                     Officer

                                  EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION
-----------                -----------

99.1                       Financial Information
EXHIBIT 99.1

    The  following  table sets forth  selected  consolidated  financial  data of
Columbus McKinnon  Corporation (the "Company") for each of the five fiscal years
in the five year period ended March 31, 2005, for the three-month  periods ended
July 4, 2004 and July 3, 2005 and the  twelve-month  period  ended July 3, 2005,
which are derived from the Company's consolidated  financial statements.  In May
2002, the Company sold  substantially  all of the assets of its ASI  subsidiary.
The Company's  consolidated  financial statements for the periods presented have
been restated to reflect the ASI business as a discontinued  operation.  The pro
forma data, included below, gives effect to the Company's  previously  announced
offering of senior  subordinated  notes (the  "Offering") and the application of
the net proceeds therefrom as if they occurred on July 3, 2005 for balance sheet
purposes and July 4, 2004 for income statement purposes.
TWELVE
                                                             (DOLLARS IN MILLIONS)                  THREE MONTHS ENDED    MONTHS
                                                          FISCAL YEAR ENDED MARCH 31,                                      ENDED
                                              --------------------------------------------------    -------------------  --------
                                               2001       2002       2003       2004       2005     07/04/04   07/03/05  07/03/05
                                               ----       ----       ----       ----       ----     --------   --------  --------

OTHER FINANCIAL DATA
EBITDA (1)..............................   $ 90.7     $ 48.2     $ 42.3     $ 44.2     $ 55.1     $ 13.5     $ 17.8    $ 59.4
   Adjusted EBITDA (1).....................     88.5       60.2       43.9       41.2       52.8       13.5       17.0      56.3
   Depreciation and amortization...........     22.7       22.5       14.8       10.1        9.2        2.3        2.4       9.3
   Capital Expenditures....................     10.2        4.7        5.0        3.6        5.9        0.8        1.7       6.8
   Net cash provided by operating
   activities of continuing operations.....     38.3       49.8       14.2       26.4       17.2        1.1       10.6      26.7
   Net cash (used in) provided by
   investing activities of continuing           (7.2)      (1.6)      16.0        4.3        2.5      (0.4)       (2.4)      0.5
   operations..............................
   Net cash used in financing activities
   of continuing operations................    (19.5)     (48.5)     (41.9)     (21.5)     (21.9)        0.2      (3.9)    (26.0)

SUPPLEMENTAL DATA:
   Pro forma interest expense (2)..........                                                                                $25.6
   Pro forma ratio of Adjusted EBITDA to
   cash interest expense...................                                                                                 2.2x
   Pro forma ratio of total debt to
   Adjusted EBITDA(3)......................                                                                                 4.8x
(1) EBITDA is defined as the sum of income  (loss)  from  continuing  operations
before income tax expense, interest and debt expense,  depreciation expense, and
write-off /  amortization  of intangible  assets  (including  goodwill).  Income
(loss) from  continuing  operations  is defined as net income  (loss) before (i)
cumulative  effect of change in  accounting  principle,  (ii) income (loss) from
discontinued   operations  and  (iii)  loss  on   disposition  of   discontinued
operations. Adjusted EBITDA is defined as EBITDA as adjusted as set forth in the
following  table.  EBITDA and Adjusted  EBITDA are presented  herein because the
Company  believes they are useful  supplements to income (loss) from  operations
and net cash  provided  by  operating  activities  in  understanding  cash flows
generated  by  operations  that are  available  for  debt  service  and  capital
expenditures.  In addition,  our revolving credit facility incorporates Adjusted
EBITDA as a measure in determining debt covenant compliance. However, EBITDA and
Adjusted  EBITDA do not  represent  income  (loss) from  operations  or net cash
provided by operating  activities  as defined by generally  accepted  accounting
principles.  Accordingly,  EBITDA and Adjusted EBITDA should not be construed as
alternatives  to net cash provided by operating  activities,  income (loss) from
continuing  operations  or other  measures  as  determined  in  accordance  with
standards of the Public Company  Accounting  Oversight Board as an indication of
the Company's operating performance or as a measure of its liquidity.  Moreover,
EBITDA and Adjusted EBITDA do not necessarily  indicate  whether cash flows will
be sufficient to fund cash needs,  including debt service,  and such measures as
presented  herein may differ from and may not be comparable to similarly  titled
measures used by other companies.  The Company's presentation of Adjusted EBITDA
may not comply with the Securities and Exchange Commission's  guidelines related
to non-GAAP financial measures that will be applicable to the shelf registration
or exchange offer  registration  statement to be filed with respect to the notes
issued in the Offering.
Set forth below is the  calculation  of EBITDA and Adjusted  EBITDA and
the  reconciliations of EBITDA and Adjusted EBITDA from net income (loss) and to
cash provided (used) by operating activities:
TWELVE
                                                           (DOLLARS IN MILLIONS)                     THREE MONTHS ENDED     MONTHS
                                                        FISCAL YEAR ENDED MARCH 31,                                         ENDED
                                             -----------------------------------------------------   -------------------   --------
                                              2001        2002         2003      2004       2005     07/04/04   07/03/05   07/03/05
                                              ----        ----         ----      ----       ----     --------   --------   --------
Net income (loss)......................  $ 15.2     $ (135.3)    $ (14.0)    $  1.2     $ 16.7     $  3.4     $  7.3     $ 20.6
   Add cumulative effect of change in
        accounting principle..............       -            -         8.0          -          -          -          -          -
   Add (income) loss from discontinued
        operations........................    (0.3)         7.9           -          -       (0.6)         -       (0.2)      (0.8)
   Add loss on disposition of
   discontinued operations................       -        121.4           -          -          -          -          -          -
   Income (loss) from continuing
        operations.......................     14.9         (6.0)       (6.0)       1.2       16.1        3.4        7.1       19.8
   Add income tax expense................     16.8          2.3         1.5        4.0        2.2        0.7        1.6        3.1
   Add interest and debt expense.........     36.3         29.4        32.0       28.9       27.6        7.1        6.7       27.2
   Add depreciation and write-off /
        amortization of intangibles......     22.7         22.5        14.8       10.1        9.2        2.3        2.4        9.3
                                            ------     --------     -------       ----     ------     ------     ------     ------

EBITDA...................................   $ 90.7     $   48.2     $  42.3     $ 44.2     $ 55.1     $ 13.5     $ 17.8     $ 59.4
   Adjustments:
   Restructuring charges(a)..............   $    -     $    9.6     $   3.7     $  1.2     $  0.9     $    -     $    -     $  0.9
   Pension charge(b)                             -            -           -          -        2.0          -          -        2.0
   Other (income) and expense, net(c)         (2.2)         2.4        (2.1)      (4.2)      (5.2)         -       (0.8)      (6.0)
        Total adjustments...............      (2.2)        12.0         1.6       (3.0)      (2.3)         -       (0.8)      (3.1)
                                            ------     --------     -------     ------     ------     ------     ------     ------
   Adjusted EBITDA.......................     88.5         60.2        43.9       41.2       52.8       13.5       17.0       56.3
   Cash interest.........................    (36.8)       (29.9)      (30.9)     (27.3)     (26.1)      (6.7)      (6.4)     (25.8)
   Cash (paid) received for taxes            (20.4)        (3.3)        4.2        9.7       (2.0)      (0.9)      (1.2)      (2.3)
   Restructuring charges.................        -         (9.6)       (3.7)      (1.2)      (0.9)         -          -       (0.9)
   Changes in operating assets and
        liabilities......................     (0.6)        28.3         4.0        8.8       (4.4)      (6.4)      (0.4)       1.6
   Other.................................      7.6          4.1        (3.3)      (4.8)      (2.2)       1.6        1.6       (2.2)
                                            ------     --------     -------     ------     ------     ------     ------     ------
   Net cash provided by
        operating activities
        of continuing operations            $ 38.3     $   49.8     $  14.2     $ 26.4     $ 17.2     $  1.1     $ 10.6     $ 26.7
                                            ======     ========     =======     ======     ======     ======     ======     ======
------------------------

    (a) This adjustment  eliminates  restructuring  charges  attributable to the
    closure  or  significant   reorganization   of  manufacturing  or  warehouse
    facilities.  The  charges  consist of exit costs  such as  severance,  lease
    termination and facility wind-down and preparation for sale, and other costs
    such  as   facility   maintenance   pending   sale  and  asset   impairment,
    substantially all of which were cash charges.
    (b) This  adjustment  eliminates a one-time,  non-cash  charge  related to a
    defined benefit plan at one of the Company's  foreign  operations.
    (c) This  adjustment  eliminates  amounts  recorded  as other  (income)  and
    expense,  net, which include gains and losses on marketable  securities held
    by the  Company's  captive  insurance  subsidiary,  losses  on the  sales of
    Handling Systems and Conveyors,  Inc., LICO Steel Inc.,  Positech and Lister
    Chain & Forge,  divested  in January  2002,  March 2003,  February  2004 and
    February 2004,  respectively,  and proceeds  relating to the sale of certain
    non-operating  properties,  income from interest rate swaps and gains on the
    redemption of subordinated debt at a discount.

(2) Represents cash interest  expense (cash interest  expense does not represent
interest expense, as defined by U.S. generally accepted  accounting  principles,
which  includes the  amortization  of deferred  financing  costs) for the twelve
month period ended July 3, 2005 assuming the Company's  debt as of July 3, 2005,
as  adjusted  for the  Offering  and the use of  proceeds  therefrom,  had  been
outstanding since July 4, 2004 as described in the table set forth below:
(3) Based upon the Company's anticipated level of indebtedness of $270.6 million
following  the  Offering,  we expect this ratio to be  approximately  4.8x.  See
"Capitalization."
PRO FORMA
                                                                                        BALANCE AS OF           PRO FORMA
                                                                                      JULY 3, 2005, AS           ANNUAL
                                                                                        ADJUSTED FOR          CASH INTEREST
                                                                  INTEREST RATE        THE REFINANCING           EXPENSE
                                                                  -------------        ---------------        -------------
Revolving credit facility(a)..........                             5.35%                $  14.1               $   0.9
   10% Senior Secured Notes..............                            10.00%                  115.0                  11.5
   8 1/2% Senior Subordinated Notes......                             8.50%                      -                     -
   New Senior Subordinated Notes.........                             9.50%                  136.0                  12.9
   Other.................................                             6.00%                    5.5                   0.3
                                                                                           -------               -------
   Pro Forma Cash Interest Expense (as shown
   in Capitalization Table)..............                                                  $ 270.6               $  25.6
                                                                                           =======               =======
----------------------

     (a) Assumes an interest rate of LIBOR (3.6%) plus 175 basis points.
CAPITALIZATION

          The following table sets forth the Company's actual  capitalization as
of July 3, 2005 and as adjusted to give effect to the  following  events,  as if
each such event has occurred as of July 3, 2005:

     o    the completion of this Offering; and

     o    the  application of the proceeds of the Offering and borrowings  under
          the Company's  revolving  credit  facility to repurchase or redeem the
          Company's  remaining  outstanding 8 1/2% Senior Subordinated Notes due
          2008 the (8 1/2%  Notes"),  to pay tender or  redemption  premiums  in
          connection therewith and pay other fees and expenses.
JULY 3, 2005
                                                                 -------------------------------
                                                                      ACTUAL      AS ADJUSTED
                                                                     --------     -----------
                                                                      (DOLLARS IN MILLIONS)
Cash and cash equivalents.............                       $   13.6       $    7.7
        Debt:

             Revolving credit facility due 2007(1)                   $    3.8       $   14.1
             10% Senior Secured Notes due 2010                          115.0          115.0
                                                                     --------       --------

        Total senior secured debt.............                          118.8          129.1
             Other senior debt(2)                                         5.5            5.5
                                                                     --------       --------

        Total senior debt.....................                          124.3          134.6
             8 1/2% Senior Subordinated Notes due 2008                  142.3              -
             New Senior Subordinated Notes....                              -          136.0
                                                                     --------       --------

                  Total debt..................                          266.6          270.6
        Total shareholders' equity(3)                                    86.2           82.7
                                                                     --------       --------

                  Total capitalization........                       $  352.8       $  353.3
                                                                     ========       ========
--------------------------

(1)      After giving  effects to changes in amounts  outstanding  since July 3,
         2005 and to the  application  of the net proceeds of the Offering,  the
         Company  expects  that its  actual  outstanding  borrowings  under  its
         revolving credit facility will be $14.1 million,  and that it will have
         additional   availability   thereunder,   after   taking  into  account
         outstanding letters of credit of $13.5 million, of $37.4 million.
(2)      Other senior debt includes working capital facilities and other debt of
         the Company's  foreign  subsidiaries.
(3)      Adjustments  to  the  Company's  shareholders'  equity  reflect  tender
         or  redemption  premiums of $2.4  million  (assuming  all of the 8 1/2%
         Notes are  tendered)  and a write-off  of  unamortized  original  issue
         discount  and  capitalized  financing  fees on its 8 1/2% Notes of $1.1
         million.