OMNIQUIP INTERNATIONAL INC, S-1/A, 1998-02-24

OMNIQUIP INTERNATIONAL INC
S-1/A, 1998-02-24
CONSTRUCTION MACHINERY & EQUIP

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 1998

REGISTRATION NO. 333-46543
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------
OMNIQUIP INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 3531 43-1721419
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)

222 EAST MAIN STREET
PORT WASHINGTON, WISCONSIN 53074
(414) 268-8965
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

----------------
P. ENOCH STIFF
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OMNIQUIP INTERNATIONAL, INC.
222 EAST MAIN STREET
PORT WASHINGTON, WISCONSIN 53074
(414) 268-8965
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:

MATTHEW G. MALONEY, ESQ. PAUL L. CHOI, ESQ.
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP SIDLEY & AUSTIN
2101 L STREET, N.W. ONE FIRST NATIONAL PLAZA
WASHINGTON, D.C. 20037 CHICAGO, ILLINOIS 60603
(202) 785-9700 (312) 853-7000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]

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

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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>

EXPLANATORY NOTE

THIS REGISTRATION STATEMENT CONTAINS TWO FORMS OF PROSPECTUS: ONE TO BE USED
IN CONNECTION WITH A UNITED STATES OFFERING (THE "U.S. PROSPECTUS") AND ONE TO
BE USED IN CONNECTION WITH A CONCURRENT INTERNATIONAL OFFERING (THE
"INTERNATIONAL PROSPECTUS"). THE U.S. PROSPECTUS AND THE INTERNATIONAL
PROSPECTUS ARE IDENTICAL EXCEPT THAT THEY CONTAIN DIFFERENT FRONT COVER PAGES.
THE FORM OF U.S. PROSPECTUS IS INCLUDED HEREIN AND THE FRONT COVER PAGE OF THE
INTERNATIONAL PROSPECTUS WHICH IS LABELED "ALTERNATE PAGE FOR INTERNATIONAL
PROSPECTUS" FOLLOWS THE FRONT COVER PAGE FOR THE U.S. PROSPECTUS.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)

Issued February 24, 1998

3,600,000 Shares

[OmniQuip International Logo]

COMMON STOCK

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THE SHARES OFFERED HEREBY ARE OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY AND ARE BEING SOLD BY THE SELLING STOCKHOLDERS. SEE "PRINCIPAL AND
SELLING STOCKHOLDERS." THE COMPANY WILL NOT RECEIVE ANY OF THE PROCEEDS
FROM THE SALE OF SHARES OFFERED HEREBY. OF THE 3,600,000 SHARES OF COMMON
STOCK BEING OFFERED, 2,880,000 SHARES ARE BEING OFFERED INITIALLY IN THE
UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS AND 720,000 SHARES
ARE BEING OFFERED INITIALLY OUTSIDE OF THE UNITED STATES AND CANADA BY
THE INTERNATIONAL UNDERWRITERS. SEE "UNDERWRITERS." THE COMMON STOCK
OF THE COMPANY IS TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE
SYMBOL "OMQP." ON FEBRUARY 23, 1998, THE LAST SALE PRICE FOR THE
COMMON STOCK AS REPORTED BY THE NASDAQ NATIONAL MARKET WAS $23
7/16 PER SHARE.

-----------

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

-----------

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.

-----------
PRICE $ A SHARE

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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDERS(2)
-------- -------------- ---------------
<S> <C> <C> <C>
Per Share............................... $ $ $
Total(3)................................ $ $ $
</TABLE>
- -----
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. See "Underwriters."
(2) Before deducting expenses payable by the Selling Stockholders estimated
at $400,000.
(3) The Selling Stockholders have granted to the U.S. Underwriters an
option, exercisable for 30 days from the date hereof, to purchase an
aggregate of 506,669 additional Shares of Common Stock at the price to
public less underwriting discounts and commissions for the purpose of
covering over-allotments, if any. If the U.S. Underwriters exercise such
option in full, the total price to public, underwriting discounts and
commissions and proceeds to Selling Stockholders will be $ , $ and
$ , respectively. See "Underwriters."

----------

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Sidley & Austin, counsel for the Underwriters. It is expected that delivery
of the Shares will be made on or about March , 1998 at the offices of Morgan
Stanley & Co. Incorporated, New York, N.Y., against payment therefor in
immediately available funds.

-----------

MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
SCHRODER & CO. INC.
ROBERT W. BAIRD & CO.
Incorporated

, 1998
<PAGE>

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY SELLING
STOCKHOLDER OR BY ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

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For investors outside of the United States: No action has been or will be
taken in any jurisdiction by the Company or any Underwriter that would permit
a public offering of the Common Stock or possession or distribution of this
Prospectus in any jurisdiction where action for that purpose is required,
other than in the United States. Persons into whose possession this Prospectus
comes are required by the Company and the Underwriters to inform themselves
about and to observe any restrictions as to the offering of the Common Stock
and the distribution of this Prospectus.

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In this Prospectus references to "dollar" and "$" are to United States
dollars, and the term "United States" or "U.S." means the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 12
Price Range of Common Stock and Dividend Information..................... 12
Capitalization........................................................... 13
Selected Consolidated Financial Data..................................... 14
Management's Discussion and Analysis of Results of Operations and
Financial Condition..................................................... 16
Pro Forma Financial Information.......................................... 24
Management's Discussion and Analysis of Pro Forma Results of Operations.. 27
Business................................................................. 31
Management............................................................... 42
Principal and Selling Stockholders....................................... 50
Certain Transactions..................................................... 52
Description of Capital Stock............................................. 55
Certain U.S. Federal Tax Considerations for Non U.S. Holders of Common
Stock................................................................... 57
Underwriters............................................................. 60
Legal Matters............................................................ 63
Experts.................................................................. 63
Additional Information................................................... 63
Index to Financial Statements............................................ F-1
</TABLE>

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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, SHARES OF THE COMMON STOCK IN THE OPEN MARKET.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."

2
<PAGE>

[INSIDE FRONT COVER OF PROSPECTUS]

Photo: SNORKELIFT brand of telescoping articulating aerial work platform being
used by a television cameraman

Photo: SKY TRAK brand telescopic material handler using a truss boom in a crane
application

Photo: LULL brand telescopic material handler with a fork attachment placing a
load in front of the machine

Photo: SCAT TRAK brand skid steer loader with a back hoe attachment being used
to dig dirt

<PAGE>

PROSPECTUS SUMMARY

The following summary information is qualified in its entirety by reference
to, and should be read in conjunction with, the more detailed information and
financial statements and the notes thereto included elsewhere in this
Prospectus. The Company owns the trademarks SKY TRAK(R), SCAT TRAK(R), TRAK
International(R), LULL(R), DYNA LUGGER(R), SNORKELIFT(R), WILDCAT(R) and
MILLENNIA(TM). Other trademarks appearing in this Prospectus are the property
of their respective holders. Unless otherwise indicated, or unless the context
otherwise requires, the "Company" or "OmniQuip" as used in this Prospectus
refers to OmniQuip International, Inc., its predecessors and subsidiaries,
"Investments L.P." refers to Harbour Group Investments III, L.P., and "Uniquip
L.P." refers to Uniquip-HGI Associates, L.P. Unless otherwise indicated, all
information in this Prospectus assumes that the Underwriters' over-allotment
option is not exercised.

THE COMPANY

The Company is the largest North American manufacturer of telescopic material
handlers and, as a result of its recent acquisition of the Snorkel Division
("Snorkel") of Figgie International Inc. ("Figgie"), one of the leading North
American producers of aerial work platforms. Other products manufactured by the
Company include skid steer loaders and a range of other material handling
equipment. OmniQuip's highly versatile products are used in a variety of
applications for construction, industrial, maintenance, military and
agricultural markets. The Company's principal products are marketed under the
well-recognized and highly-regarded SKY TRAK, LULL, SNORKELIFT and WILDCAT
brand names.

Telescopic material handlers are especially useful in rough terrain
environments and congested job sites, where their maneuverability and ability
to raise, extend and lower payloads provide significant advantages over more
traditional material handling equipment, such as cranes, straightmast forklifts
and elevators. The Company's telescopic material handlers have a maximum lift
capacity of 5,000 pounds to 10,000 pounds and can position payloads from 28
feet to 54 feet above the ground or 15 feet to 39 feet in front of the
machine's chassis. The versatility of these units allows users to lower overall
costs by substituting a single telescopic material handler for one or more
other types of material handling equipment, as well as for certain labor
intensive material handling tasks. The Company believes it manufactures the
broadest product line of telescopic material handlers in North America.
Shipments of commercial telescopic material handlers increased from
approximately 950 units in calendar 1990 to approximately 3,300 units in 1997.
Based upon industry reports, the Company believes that its North American
market share of 1997 shipments of telescopic material handlers was
approximately 36%. In addition, OmniQuip has been the principal supplier since
1988 of telescopic material handlers to the military. The Company has a
contract to supply the U.S. Army with a new generation of telescopic material
handlers to support the logistics requirements of the Rapid Deployment Forces.
The Army has estimated that its requirements under the contract could range up
to a maximum of 1,200 ATLAS vehicles, or a maximum contract value of $120
million, over a four-year period. Through December 31, 1997, the Company has
sold approximately 100 units under this contract. The Company believes that
this contract will enhance its ability to pursue sales to other branches of the
United States armed forces and to foreign military agencies. See "Risk
Factors--ATLAS Contract."

Aerial work platforms are mobile, versatile units designed to position
workers and materials easily in elevated work locations. Such highly versatile
products allow users to increase productivity in certain labor intensive tasks
in an enhanced safety environment compared to equipment traditionally used to
reach elevated and difficult to reach positions such as scaffolding and
ladders. The Company's broad product line includes self-propelled telescoping
and/or articulating boom-type platforms, which have maximum elevation
capabilities ranging from 33 feet to 126 feet from ground to platform height
and self-propelled scissor-type platforms with maximum elevation capabilities
ranging from 15 feet to 40 feet from ground to platform height. The Company
also manufactures a small line of truck-mounted and trailer-mounted booms with
elevation capabilities ranging

3
<PAGE>

from 40 feet to 69 feet in height. Shipments of aerial work platforms marketed
under the SNORKELIFT and WILDCAT brand names increased from approximately 1,900
units in 1990 to approximately 4,200 units in 1997.

The Company competes principally in selected segments of the material
handling, construction and maintenance equipment markets which utilize engines
of less than 130 horsepower. The Company believes that these segments have
typically experienced a higher level of growth in recent years than general
construction equipment markets. North American shipments of construction and
allied equipment grew from $30.8 billion in 1990 to $41.6 billion in 1996,
representing a nominal compound annual growth rate of 5.1%. According to
industry estimates, shipments of telescopic material handlers in North America
grew from approximately 2,500 units in 1990 to approximately 9,100 units in
1997, representing a real compound annual growth rate of 20.3%, and sales of
aerial work platforms in North America grew from approximately 13,200 units in
1990 to approximately 40,600 units in 1997, representing a real compound annual
growth rate of 17.4%. The Company believes higher growth rates for telescopic
material handlers and aerial work platforms are attributable to a number of
factors, including the following: increased productivity and safety provided by
these products, high product versatility, significant growth in demand for
equipment rentals, and growth in demand for these products for non-construction
applications.

The Company was formed in 1995 by Investments L.P. in connection with the
acquisition of TRAK International, Inc. ("TRAK"), a manufacturer of telescopic
material handlers and skid steer loaders. TRAK was the first company to
introduce the arc boom forklift, the precursor to the telescopic material
handler, in 1954. In August 1996, the Company acquired the business and
substantially all of the assets of Lull Industries, Inc. ("Lull"), a
manufacturer of telescopic material handlers, with a small product line of skid
steer loaders, articulated forklifts and tenders, masonry tenders and motorized
wheelbarrows. Lull's business was founded in 1956. In November 1997, the
Company acquired the business and substantially all the assets of Snorkel.
Snorkel is a manufacturer of aerial work platforms and was founded in 1959.

The Company's strategy is to grow within segments of the material handling
and light equipment markets which typically are not dominated by full-line
construction equipment manufacturers, which are growing faster than the
construction industry generally, and which typically utilize independent
dealers for distribution rather than distributorships primarily dedicated to
products made by a single manufacturer. The Company intends to achieve its
business strategy by providing superior products, pursuing a multiple brand
distribution strategy, acquiring complementary businesses, achieving cost
savings from the integration of acquired operations, and leveraging its
position as a leading North American manufacturer to expand its penetration of
global markets.

The Snorkel acquisition is consistent with the Company's objective of
pursuing complementary acquisitions. Given the similarities in Snorkel's
distribution systems, purchased components and manufacturing processes to those
at TRAK and Lull, the Company believes that potential synergies exist in each
of these areas. The Company will be able to distribute a broader product line
to national rental fleets and other customers. Additionally, purchasing
synergies may be realized in component purchasing. Finally, the Company
believes certain of the manufacturing methods used at TRAK and Lull may be
utilized to increase the efficiency of Snorkel's manufacturing processes,
including its paint systems and final assembly operations.

The Company's principal executive offices are located at 222 East Main
Street, Port Washington, Wisconsin 53074, and its telephone number is (414)
268-8965.

4
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the
Selling Stockholders:
U.S. offering.................... 2,880,000 shares
International offering........... 720,000 shares
-------------------
Total Common Stock offered...... 3,600,000 shares
Common Stock to be outstanding 14,260,000 shares
after the Offering...............
Use of proceeds................... The Company will not receive any proceeds
from the sale of the Common Stock offered
hereby.
Nasdaq Symbol..................... OMQP
Dividend Policy................... The Company expects to continue to pay a
quarterly cash dividend of $0.01 per share.
See "Price Range of Common Stock and
Dividend Information."
</TABLE>

5
<PAGE>

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following summary historical consolidated and unaudited pro forma
consolidated financial data were derived from the historical consolidated
financial statements of the Company or TRAK, as the predecessor to the Company,
and the pro forma financial information of the Company, included elsewhere
herein. The information contained in this table should be read in conjunction
with "Capitalization," "Selected Consolidated Financial Data," "Management's
Discussion and Analysis of Results of Operations and Financial Condition," "Pro
Forma Financial Information," "Management's Discussion and Analysis of Pro
Forma Results of Operations" and the financial statements included elsewhere
herein.

<TABLE>
<CAPTION>
PREDECESSOR(1) COMPANY PRO FORMA(4)
-------------- -------------------------------------------------- ---------------------
THREE MONTHS THREE
FISCAL YEARS ENDED FISCAL YEAR MONTHS
OCT. 1, 1994 AUG. 17, 1995 ENDED SEPT. 30, DECEMBER 31, ENDED ENDED
THROUGH THROUGH ------------------ --------------- SEPT. 30, DEC. 31,
AUG. 16, 1995 SEPT. 30, 1995 1996(2) 1997 1996 1997(3) 1997 1997
-------------- -------------- -------- -------- ------- ------- ------------ --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $75,401 $12,723 $124,861 $264,213 $59,166 $84,575 $421,345 $100,467
Cost of sales........... 57,707 9,787 92,688 192,270 43,887 63,433 318,846 77,714
------- ------- -------- -------- ------- ------- -------- --------
Gross profit............ 17,694 2,936 32,173 71,943 15,279 21,142 102,499 22,753
Selling, general and
administrative
expenses............... 10,903 1,670 16,311 27,717 5,755 9,459 43,309 11,467
------- ------- -------- -------- ------- ------- -------- --------
Operating income........ 6,791 1,266 15,862 44,226 9,524 11,683 59,190 11,286
Interest expense........ 1,379 353 3,434 6,106 2,183 1,805 11,431 2,743
Other finance charges... 1,121 269 2,012 2,182 589 627 1,806 (742)
------- ------- -------- -------- ------- ------- -------- --------
Income before income
taxes.................. 4,291 644 10,416 35,938 6,752 9,251 45,953 7,801
Provision for income
taxes.................. 1,762 262 4,060 14,556 2,774 3,711 18,633 3,131
------- ------- -------- -------- ------- ------- -------- --------
Income before
extraordinary item and
change in accounting
principles............. 2,529 382 6,356 21,382 3,978 5,540 27,320 4,670
Extraordinary item,
net(5)................. -- -- (314) (782) -- (545) -- --
Cumulative effect of
change in accounting
principles............. (241)(6) -- -- -- -- -- -- --
------- ------- -------- -------- ------- ------- -------- --------
Net income.............. $ 2,288 $ 382 $ 6,042 $ 20,600 $ 3,978 $ 4,995 $ 27,320 $ 4,670
======= ======= ======== ======== ======= ======= ======== ========
Basic and diluted
earnings per
share:(7)(8)
Income before
extraordinary item.... $ 0.03 $ 0.56 $ 1.66 $ 0.35 $ 0.39 $ 1.92 $ 0.33
Extraordinary item..... -- (0.03) (0.06) -- (0.04) -- --
------- -------- -------- ------- ------- -------- --------
Net income............. $ 0.03 $ 0.53 $ 1.60 $ 0.35 $ 0.35 $ 1.92 $ 0.33
======= ======== ======== ======= ======= ======== ========
</TABLE>

<TABLE>
<CAPTION>
COMPANY
--------------------------------
SEPT. 30,
-------------------- DEC. 31,
1996(2) 1997 1997(3)
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................................ $ 13,393 $ 14,402 $ 59,540
Total assets................................... 139,580 144,298 283,943
Short-term debt................................ 3,875 8,625 10,000
Long-term debt................................. 84,566 25,609 146,749
Stockholders' equity........................... 12,425(9) 70,398(9) 74,466
</TABLE>
- --------
(Footnotes on following page)

6
<PAGE>

- --------
(1) The Company was organized in 1995 for the purpose of acquiring TRAK, the
predecessor company.
(2) Amounts as of and for fiscal year ended September 30, 1996 reflect the
acquisition of Lull on August 15, 1996.
(3) Historical amounts as of and for the three months ended December 31, 1997
reflect the acquisition of Snorkel on November 17, 1997.
(4) See "Pro Forma Financial Information" included elsewhere herein.
(5) Amount in fiscal year 1996 reflects the write-off of deferred finance
charges, net of $200 of income tax benefits, in connection with the
refinancing of debt. Amount in fiscal year 1997 reflects the write-off of
deferred finance charges, net of $521 of income tax benefits, in
connection with the refinancing of debt. Amount in the three months ended
December 31, 1997 reflects the write-off of deferred finance charges, net
of $371 of income tax benefits, in connection with the refinancing of
debt.
(6) In October 1994, TRAK adopted Statement of Financial Accounting Standards,
No. 106, "Employer's Accounting for Postretirement Benefits Other Than
Pensions" (SFAS 106). The cumulative effect of adopting SFAS 106 was to
record a charge of $241, net of income tax benefits.
(7) Basic and diluted earnings per share is based on weighted-average shares
outstanding of 11,250,000 for the period August 17, 1995 through September
30, 1995, for the fiscal year ended September 30, 1996 and for the three
months ended December 31, 1996, 12,845,000 for the fiscal year ended
September 30, 1997 and 14,255,000 and 14,366,000, respectively, for the
three months ended December 31, 1997.
(8) Given the historical organization and capital structure of TRAK, as
predecessor to the Company, earnings per share information is not
considered meaningful for the predecessor.
(9) The change in stockholders' equity as of September 30, 1997 versus
September 30, 1996 includes $37,516 of proceeds from the Company's initial
public offering of common stock which was completed in March 1997.

7
<PAGE>

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should carefully
consider the following factors, as well as the other information contained in
this Prospectus.

ABSENCE OF CONSOLIDATED OPERATING HISTORY; RECENT ACQUISITIONS

The Company was formed in 1995 in connection with the acquisition of TRAK.
Subsequently, the Company acquired the business and substantially all of the
assets of Lull in August 1996 and Snorkel in November 1997. While the Company
believes that it has successfully integrated the operations of Lull, there can
be no assurance that the Company will be successful in integrating the
operations of Snorkel, that such integration will not divert management
resources or cause temporary disruptions in the management of the business or
that the Company will realize the contemplated manufacturing, purchasing and
other efficiencies or synergies from such integration. In addition, there can
be no assurance that the Company will not experience unanticipated liabilities
or other problems arising subsequent to the completion of the Snorkel
acquisition, or that this acquisition and any subsequent integration will not
otherwise have an adverse effect on the Company. See "Business."

LEVERAGED CAPITAL STRUCTURE

The Company has incurred substantial indebtedness in connection with the
acquisition of TRAK, Lull and Snorkel since 1995, and has limited additional
borrowing capacity under its existing credit facilities. At December 31, 1997,
the Company's total indebtedness was $156.7 million and its ratio of total
debt to capitalization was approximately 67.8%. The degree to which the
Company is leveraged could have important consequences to holders of Common
Stock, including the following: (i) the Company's ability to obtain additional
financing for acquisitions, working capital, capital expenditures, general
corporate purposes, or other purposes may be impaired; (ii) a portion of the
Company's cash flow from operations must be dedicated to the payment of
principal and interest on its indebtedness; (iii) the Company may be more
leveraged than some of its competitors, which may place the Company at a
competitive disadvantage; and (iv) a significant portion of the Company's
borrowings are at floating rates of interest, which causes the Company to be
vulnerable to increases in interest rates. In addition, if the Company is
unable to generate sufficient cash flow from operations in the future, it may
be required to refinance its existing debt or seek to obtain additional
financing. There can be no assurance that any such refinancing would be
possible or that any additional financing could be obtained on terms that are
favorable or acceptable to the Company. See "Capitalization" and "Management's
Discussion and Analysis of Results of Operations and Financial Condition."

CYCLICALITY

The markets for the Company's products have historically been cyclical.
Because many of the Company's products are used primarily in the construction
industry, its sales, and therefore its results of operations, are
significantly dependent upon the general state of the economy, regional
economic conditions, interest rates and other factors affecting residential
and commercial building activities. During periods of expansion in
construction activity, the Company generally benefits from increased demand
for construction equipment. Conversely, during recessionary times, the Company
may be adversely affected by declines in demand for such products, due not
only to decreased sales but also to possible losses under the Company's
various guarantees pursuant to dealer floor-plan and rental fleet financing
arrangements. In addition, sales to the equipment rental industry may be more
cyclical than sales of construction equipment generally. While the Company
believes that increased sales of its products to military, agricultural and
industrial end-users may mitigate to some extent the effects of cyclicality in
the construction industry, there can be no assurance that growth in the
markets for the Company's products will occur or that such growth will result
in increased demand for the Company's products. See "Management's Discussion
and Analysis of Results of Operations and Financial Condition," "Management's
Discussion and Analysis of Pro Forma Results of Operations" and "Business."

8
<PAGE>

ATLAS CONTRACT

In 1995, the Company was awarded a four year, fixed-price contract by the
United States Army, United States Army Reserve and National Guard
(collectively, the "Army") for the supply of the Army's requirements for the
All-Terrain Lifter, Army System ("ATLAS"), the next generation of the military
version of the Company's commercial telescopic material handler. The contract
covers the Army's requirements for ATLAS vehicles over a four year period.
Such requirements have been estimated by the Army to range up to a maximum of
1,200 vehicles, or a maximum contract value of $120 million, but such
estimates are not binding and actual purchase orders received from the Army
under the contract may be significantly less than the maximum estimated
amounts. The Army has the contract option to purchase up to an additional 300
units above the 1,200 unit maximum. As of December 31, 1997, the Company has
sold approximately 100 units to the Army and received orders for the purchase
of approximately 350 additional units. There can be no assurance that the Army
will be satisfied with the initial units manufactured, that modifications
required, if any, as a result of Army testing will not result in a material
increase in the cost to the Company to produce such units, that the Army will
place orders for any specified number of units, that the Army, if it purchases
units under the contract, will purchase additional units after the expiration
of the contract, that the U.S. Congress will appropriate necessary funds to
permit the purchase of desired units or that the Army will not take other
actions, including termination of the contract, which could have a material
adverse effect on the Company. In addition, there can be no assurance that any
sales made by the Company under the contract will be profitable. See
"Business."

ACQUISITION STRATEGY

The Company expects to continue a strategy of identifying and acquiring
companies with complementary products or services which could be expected to
enhance the Company's operations and profitability. There can be no assurance
that the Company will continue to identify suitable new acquisition
candidates, obtain financing necessary to complete such acquisitions or
acquire businesses on satisfactory terms or that any business acquired by the
Company will be integrated successfully into the Company's operations or prove
to be profitable. The Company could incur substantial indebtedness in
connection with its acquisition strategy. To the extent that the Company
issues shares of Common Stock to finance any acquisition, existing
stockholders may experience dilution.

PRODUCT LIABILITY

From time to time, the Company is the subject of product liability and
personal injury claims relative to the Company's products, which, if
successful, could have a material adverse impact on the Company. The
acquisition of Snorkel is likely to increase significantly the number of
product liability and personal injury claims brought against the Company
arising from the use of Snorkel products to lift and position people in aerial
work environments. Although the Company maintains liability insurance coverage
that it believes to be adequate, there can be no assurance that the Company
will be able to maintain such coverage or obtain alternate coverage in the
future at a reasonable cost, or that such coverage will be sufficient to
satisfy future claims, if any. See "Business--Product Liability and Product
Recall."

PRODUCT RECALL

From time to time, the Company discovers defects in product design for
existing products which require it to take steps to correct or retrofit, at
the Company's expense, previously sold products. The Company has completed
programs for correcting defects in certain of its LULL brand of telescopic
material handlers and in two models of its skid steer loaders at a cost of
approximately $3.8 million, approximately equal to the amount previously
reserved. In connection with the acquisition of Snorkel, the Company has
assumed responsibility for a recall program involving HUNTERLIFT scissor lifts
manufactured between 1979 and 1992. The Company has also assumed
responsibility for a lawsuit relating to the recall of HUNTERLIFT scissor
lifts. The Company has established what it believes to be an adequate reserve
for both the estimated cost of this recall program and the lawsuit. There can
be no assurance, however, that the ultimate cost of the HUNTERLIFT recall and
the lawsuit will not exceed the amount of the previously-established reserve,
that the recall will not adversely affect the

9
<PAGE>

Company's reputation or result in a decline in sales of the Company's products
or that action required to be taken in connection with the recall will not
result in additional temporary disruptions in the Company's business. See
"Business--Product Liability and Product Recall."

DEALER FINANCE ARRANGEMENTS

The Company assists its dealers in floor plan and rental fleet financing
arrangements. In connection therewith, the Company has undertaken certain
guarantee and repurchase obligations, generally subject to certain
limitations. Although the Company has not incurred any material losses
pursuant to these arrangements in recent years, there can be no assurance that
the Company will not incur such losses in the future. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition--
Capital Resources and Liquidity" and "Business--Marketing and Distribution--
Financing."

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, or
higher purchasing costs, which in turn could have an adverse effect on the
Company's results of operations and customer relationships. See "Business--
Manufacturing and Raw Materials."

TECHNOLOGICAL CHANGE

Certain of the Company's products are subject to changing technology which
could place the Company at a competitive disadvantage relative to alternative
products introduced by competitors. There can be no assurance that the Company
will be able to achieve the technological advances or introduce new products
that may be necessary to remain competitive.

COMPETITION

The markets for the Company's products are highly competitive and relatively
fragmented, with a large number of competitors. Many of the Company's
competitors are larger than the Company and have greater financial, marketing
and technical resources. In addition, the Company may encounter competition
from new market entrants. There can be no assurance that competitors will not
take actions, including developing new products, which could adversely affect
the Company's sales and operating results.

YEAR 2000

The Company utilizes computer information systems to internally record and
track information, as well as to interact with certain customers, suppliers,
financial institutions and other organizations. Management has preliminarily
assessed risks and costs related to addressing Year 2000 issues as they
pertain to the Company and its information systems. Based upon this
assessment, the Company does not believe that the modification of the
Company's systems to address such matters will have a material impact on the
Company's financial position or results of operations. However, there are
numerous uncertainties relating to addressing Year 2000 issues. These include
actual implementation of measures to address Year 2000 issues, the impact of
outside parties appropriately addressing their Year 2000 issues, and other
factors, some of which may be beyond the Company's control, and all of which
may cause results to be different than currently anticipated by the Company.

DEPENDENCE ON KEY PERSONNEL

The success of the Company's business is dependent upon the management and
leadership skills of P. Enoch Stiff, the Company's President and Chief
Executive Officer, and other members of the Company's senior management team.
The Company does not have employment agreements with, or "key man" life
insurance on,

10
<PAGE>

Mr. Stiff and other key executive officers. The loss of the services of Mr.
Stiff or other senior executives could have a material adverse effect on the
Company's business and results of operations. In addition, the future success
of the Company will depend, among other factors, on the Company's ability to
continue to attract and retain qualified personnel. See "Management."

ENVIRONMENTAL MATTERS

The Company is subject to various federal, state and local environmental
laws and regulations which require compliance with increasingly stringent and
costly requirements. 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 costs of
compliance with these requirements have not been material to date, there can
be no assurance that the costs of future compliance will not be material. In
addition, although the Company ordinarily conducts "Phase I" environmental
testing in connection with acquisitions of acquired businesses and additional
testing if deemed appropriate under the circumstances in order to minimize the
risks of encountering material environmental problems resulting from such
acquisitions, there can be no assurance that the Company will not discover
material unanticipated environmental problems requiring significant
expenditures for corrective action or remediation following the completion of
an acquisition. See "Business--Environmental and Safety Regulations."

SURRENDER OF VOTING CONTROL BY CONTROLLING STOCKHOLDERS

As of February 18, 1998, Investments L.P. and Uniquip L.P, both of whom are
under the common control of Sam Fox, collectively owned approximately 28.4% of
the outstanding Common Stock of the Company and, as a result, have been able,
as a practical matter, to elect all of the directors of the Company and to
exercise control over the management and policies of the Company. As a result
of the Offering, these entities collectively will own approximately 3.0% of
the shares outstanding (none if the over-allotment option is exercised in
full) and will no longer be able to exercise voting control over the Company.
The Company is unaware of any current intent of these entities or their
affiliates to reacquire such control in the future. In addition, as a result
of the Offering, it is likely that there will be a greater number of
beneficial owners of Common Stock and a larger number of shares outstanding
available for resale in the secondary market.

Affiliates of Investments L.P. have entered into certain agreements with the
Company whereby such entities provide the Company with operations consulting
and corporate development services as requested from time to time by the
Company. See "Certain Transactions--Related Party Transactions." Such
affiliates have had a significant role in assisting the Company in its pursuit
of its acquisition strategy. In addition, four individuals who are affiliates
of Investments L.P. serve as directors of the Company and are expected to
continue to serve as directors following the Offering. Investments L.P. and
its affiliates have advised the Company that, as a result of the Offering and
the surrender of practical control over the Company, it is likely that
Investments L.P. and its affiliates will diminish their involvement with the
Company over an as yet undetermined period of time. There can be no assurance
that the surrender of practical control or the diminution in involvement in
the Company's affairs will not have a material adverse effect on the Company.

ANTI-TAKEOVER PROVISIONS

Certain provisions in the Company's Restated Certificate of Incorporation
and Bylaws could have the effect of making more difficult or discouraging an
acquisition of the Company deemed undesirable by its Board of Directors. These
include: (i) a classified Board of Directors, (ii) the existence of authorized
but unissued Common Stock and (iii) the existence of authorized but unissued
preferred stock, which could be issued by the Company's Board of Directors
without stockholder approval, containing such terms as the Board of Directors
may approve. In addition, certain provisions of Delaware law applicable to the
Company, including Section 203 of the Delaware General Corporation Law, could
have the effect of delaying, deferring or preventing a change of control of
the Company.

11
<PAGE>

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements concerning the
Company's operations, economic performance and financial condition that are
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995. Such statements are subject to various risks and uncertainties. A
number of important factors could cause the Company's actual results to differ
materially from those expressed in, or implied by, such forward-looking
statements. These factors include, without limitation, those identified under
"Risk Factors" and elsewhere in this Prospectus.

USE OF PROCEEDS

The shares offered hereby are outstanding shares of Common Stock of the
Company and are being sold by the Selling Stockholders. None of the proceeds
from the sale of the shares of Common Stock will be received by the Company.

PRICE RANGE OF COMMON STOCK AND DIVIDEND INFORMATION

The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol "OMQP." The following table sets forth, for the fiscal quarters
indicated, the high and low bid prices per share for the Common Stock as
reported by the Nasdaq National Market since March 21, 1997, the day trading
commenced and dividends declared per share for the periods indicated.

<TABLE>
<CAPTION>
DIVIDENDS
FISCAL 1997 HIGH LOW PER SHARE
- ----------- ------- ------- ---------
<S> <C> <C> <C>
Second Quarter (beginning March 21, 1997)............. $14 5/8 $14 1/4 --
Third Quarter......................................... 24 1/4 11 7/8 --
Fourth Quarter........................................ 25 3/8 18 1/8 $.01
<CAPTION>
FISCAL 1998
- -----------
<S> <C> <C> <C>
First Quarter......................................... 21 1/8 15 1/2 .01
Second Quarter (through February 23, 1998)............ 26 1/8 19 1/2 *
</TABLE>
- --------
* On February 10, 1998, the Company declared a dividend of $0.01 per share
which is payable on March 15, 1998 to stockholders of record on March 1,
1998.

On February 23, 1998, the closing sale price for the Common Stock as
reported by the Nasdaq National Market was $23 7/16. As of February 13, 1998,
there were 199 stockholders of record.

The Company intends to declare and pay cash dividends on its Common Stock on
a quarterly basis. However, all dividend payments are subject to the Company's
earnings, financial condition, capital requirements and credit facilities or
debt instruments at the time of declaration and will be paid only if, as and
to the extent declared by the Company's Board of Directors.

12
<PAGE>

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of the
Company at December 31, 1997. See "Selected Consolidated Financial Data" and
"Management's Discussion and Analysis of Results of Operations and Financial
Condition."

<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C>
Short-term debt:
Term loans................................. $ 10,000
--------
Total short-term debt.................... $ 10,000
========
Long-term debt (net of current portion):
Term loans................................. $115,000
Revolving credit facility.................. 31,749
--------
Total long-term debt..................... 146,749
--------
Stockholders' equity:
Preferred stock, $.01 par value;
authorized: 1,500,000 shares; issued and
outstanding: none......................... --
Common stock, $.01 par value; authorized:
100,000,000 shares; issued and
outstanding: 14,260,000 shares............ 143
Additional paid in capital................. 43,901
Stockholder notes receivable............... (528)
Translation adjustment..................... (785)
Retained earnings.......................... 31,734
--------
Total stockholders' equity............... 74,466
--------
Total capitalization..................... $221,215
========
</TABLE>

13
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data presented below for the period
October 1, 1994 through August 16, 1995, the period August 17, 1995 through
September 30, 1995 and the fiscal years ended September 30, 1996 and 1997 are
derived from the consolidated financial statements of the Company or TRAK, as
the predecessor to the Company, included herein which have been audited by
Price Waterhouse LLP, independent accountants. The data for the fiscal years
ended September 30, 1993 and 1994 are derived from the audited financial
statements of TRAK which are not included herein. The consolidated financial
data for the three months ended December 31, 1996 and 1997, respectively, have
been derived from the unaudited consolidated financial statements of the
Company, which, in the opinion of the Company's management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of financial position and results of operations. The
operating results of the Company for the three months ended December 31, 1997
are not necessarily indicative of the operating results that may be expected
for the full year. The data set forth below should be read in conjunction with
the Consolidated Financial Statements and related Notes to the Consolidated
Financial Statements of the Company and TRAK, and "Management's Discussion and
Analysis of Results of Operations and Financial Condition," all included
elsewhere herein.

<TABLE>
<CAPTION>
PREDECESSOR(1) COMPANY
-------------------------------- --------------------------------------------------
FISCAL YEARS FISCAL YEARS THREE MONTHS
ENDED ENDED ENDED
SEPT. 30, OCT. 1, 1994 AUG. 17, 1995 SEPT. 30, DECEMBER 31,
------------------ THROUGH THROUGH ------------------ ---------------
1993 1994 AUG. 16, 1995 SEPT. 30, 1995 1996(2) 1997 1996 1997(3)
------- ------- ------------- -------------- -------- -------- ------- -------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $50,068 $60,973 $75,401 $12,723 $124,861 $264,213 $59,166 $84,575
Cost of sales........... 39,183 47,208 57,707 9,787 92,688 192,270 43,887 63,433
------- ------- ------- ------- -------- -------- ------- -------
Gross profit............ 10,885 13,765 17,694 2,936 32,173 71,943 15,279 21,142
Selling, general and
administrative
expenses............... 8,290 9,502 10,903 1,670 16,311 27,717 5,755 9,459
------- ------- ------- ------- -------- -------- ------- -------
Operating income........ 2,595 4,263 6,791 1,266 15,862 44,226 9,524 11,683
Interest expense........ 1,140 1,363 1,379 353 3,434 6,106 2,183 1,805
Other finance charges... 570 699 1,121 269 2,012 2,182 589 627
------- ------- ------- ------- -------- -------- ------- -------
Income before income
taxes.................. 885 2,201 4,291 644 10,416 35,938 6,752 9,251
Provision for income
taxes.................. 368 876 1,762 262 4,060 14,556 2,774 3,711
------- ------- ------- ------- -------- -------- ------- -------
Income before
extraordinary item and
change in accounting
principles............. 517 1,325 2,529 382 6,356 21,382 3,978 5,540
Extraordinary item,
net(4)................. -- -- -- -- (314) (782) -- (545)
Cumulative effect of
change in accounting
principles............. 199(5) -- (241)(6) -- -- -- -- --
------- ------- ------- ------- -------- -------- ------- -------
Net income.............. $ 716 $ 1,325 $ 2,288 $ 382 $ 6,042 $ 20,600 $ 3,978 $ 4,995
======= ======= ======= ======= ======== ======== ======= =======
Basic and diluted
earnings per
share:(7)(8)
Income before
extraordinary item.... $ 0.03 $ 0.56 $ 1.66 $ 0.35 $ 0.39
Extraordinary item..... -- (0.03) (0.06) -- (0.04)
------- -------- -------- ------- -------
Net income............. $ 0.03 $ 0.53 $ 1.60 $ 0.35 $ 0.35
======= ======== ======== ======= =======
</TABLE>

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
--------------- ------------------------------------------
SEPT. 30, SEPT. 30,
--------------- ----------------------------- DEC. 31,
1993 1994(9) 1995(9) 1996(2) 1997 1997(3)
------- ------- ------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......... $ 1,111 $ 260 $10,699 $ 13,393 $ 14,402 $ 59,540
Total assets............ 24,706 28,651 48,332 139,580 144,298 283,943
Short-term debt......... 8,608 9,436 540 3,875 8,625 10,000
Long-term debt.......... 4,721 2,966 23,781 84,566 25,609 146,749
Mandatorily redeemable
preferred stock........ 3,000 3,262 -- -- -- --
Stockholders' equity.... 1,019 1,783 6,383 12,425(10) 70,398(10) 74,466
</TABLE>
- --------
(Footnotes on following page)

14
<PAGE>

- --------
(1) The Company was organized in 1995 for the purpose of acquiring TRAK, the
predecessor company.
(2) Amounts as of and for fiscal year ended September 30, 1996 reflect the
acquisition of Lull on August 15, 1996.
(3) Amounts as of and for the three months ended December 31, 1997 reflect
the acquisition of Snorkel on November 17, 1997.
(4) Amount in fiscal year 1996 reflects the write-off of deferred finance
charges, net of $200 of income tax benefits, in connection with the
refinancing of debt. Amount in fiscal year 1997 reflects the write-off of
deferred finance charges, net of $521 of income tax benefits, in
connection with the refinancing of debt. Amount in the three months ended
December 31, 1997 reflects the write-off of deferred finance charges, net
of $371 of income tax benefits, in connection with the refinancing of
debt.
(5) In October 1992, TRAK adopted Statement of Financial Accounting
Standards, No. 109, "Accounting for Income Taxes" (SFAS 109). The
cumulative effect of adopting SFAS 109 was to record a net tax benefit of
$199.
(6) In October 1994, TRAK adopted Statement of Financial Accounting
Standards, No. 106, "Employer's Accounting for Postretirement Benefits
Other Than Pensions" (SFAS 106). The cumulative effect of adopting SFAS
106 was to record a charge of $241, net of income tax benefits.
(7) Basic and diluted earnings per share is based on weighted-average shares
outstanding of 11,250,000 for the period August 17, 1995 through
September 30, 1995, for the fiscal year ended September 30, 1996 and for
the three months ended December 31, 1996, 12,845,000 for the fiscal year
ended September 30, 1997 and 14,255,000 and 14,366,000, respectively, for
the three months ended December 31, 1997.
(8) Given the historical organization and capital structure of TRAK, as
predecessor to the Company, earnings per share information is not
considered meaningful for the predecessor.
(9) The changes in the balances as of September 30, 1995 versus September 30,
1994 primarily reflect the acquisition of TRAK by the Company on August
16, 1995 and the related financing thereof.
(10) The change in stockholders' equity as of September 30, 1997 versus
September 30, 1996 includes $37,516 of proceeds from the Company's
initial public offering of common stock which was completed in March
1997.

15
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OVERVIEW

The Company was formed for the purpose of acquiring TRAK in August 1995.
Subsequent thereto, the Company completed the acquisition of the business of
Lull in August 1996 and Snorkel in November 1997. Set forth below is certain
information with respect to the these acquisitions:

<TABLE>
<CAPTION>
ACQUISITION DATE OF ACQUISITION BUSINESS YEAR FOUNDED
- ----------- ------------------- -------- ------------
<S> <C> <C> <C>
TRAK.......... August 1995 Manufacturer of telescopic 1954
material handlers and skid
steer loaders
Lull.......... August 1996 Manufacturer of telescopic 1956
material handlers
Snorkel....... November 1997 Manufacturer of aerial work 1959
platforms
</TABLE>

The Company is accounting for each of these acquisitions under the purchase
method of accounting, with the purchase price allocated to the estimated fair
market value of the assets acquired and the liabilities assumed. The excess of
the purchase price over the estimated fair value of the net assets acquired
has been allocated to goodwill, resulting in approximately $124.2 million of
goodwill at December 31, 1997. The amortization of such goodwill over 40 years
will result in an annual noncash charge to future operations of approximately
$3.1 million. The basis of presentation relating to the following discussion
of the statements of operations of the Company and of TRAK ("Predecessor")
does not reflect such increased amortization expense, as the full-year effects
of the acquisition of TRAK, and the acquisitions of Lull and Snorkel, are not
reflected therein. See "Management's Discussion and Analysis of Pro Forma
Results of Operations" for further discussion.

On November 17, 1997, the Company completed the acquisition of substantially
all of the assets of Snorkel. The purchase price paid by the Company for
Snorkel was $100 million in cash at closing plus the assumption of certain
liabilities. The funds were obtained by the Company pursuant to a secured
credit facility which replaced the Company's existing credit facility. The
Company is also required to pay an additional purchase price of up to $50
million. Any additional payment will be equal to the amount of the net sales
of Snorkel for the twelve-month period commencing on April 1, 1998 and ending
on March 31, 1999 (the "Earn-Out Period") in excess of $140 million, such
additional amount not to exceed $20 million, plus 70% of the amount of net
sales of Snorkel during the Earn-Out Period in excess of $160 million, such
additional amount not to exceed $30 million. The acquisition has been
accounted for under the purchase method of accounting with the excess of
purchase price over the estimated fair value of net assets acquired recorded
as goodwill. Any additional purchase price determined as described above is
expected to be recorded as additional goodwill when such amounts, if any, are
determined. The acquisition of Snorkel is only partially reflected in the
discussion of results of operations for the three months ended December 31,
1997 compared to the three months ended December 31, 1996. See "Pro Forma
Financial Information," and "Management's Discussion and Analysis of Pro Forma
Results of Operations" for further discussion.

The Company operates in a single industry segment. The Company's principal
products consist of material handling and construction equipment utilizing
engines of less than 130 horsepower. In addition to specific factors affecting
the Company's results of operations as discussed below, certain factors
typically recur from period to period. For example, cost of sales is driven to
a large extent by the cost of purchased components and raw materials, which
typically comprise 80% of the total cost of sales. Other factors affecting
cost of sales are production volume and the resultant leveraging of fixed
overhead, as well as productivity of the labor force. In addition, selling,
general and administrative ("SG&A") expenses include costs related to
developing, marketing and selling the Company's products, as well as
infrastructure costs for management and systems. While certain SG&A costs vary
with the level of net sales, many are relatively fixed over fairly wide ranges
of unit volume. It is the Company's strategy to invest in infrastructure
costs, in many cases in advance of increased sales.

16
<PAGE>

The Company sells its products to independent equipment dealers for sale and
rental and to national rental centers for rental. The Company supports its
independent equipment dealers in obtaining conventional floor-plan and rental
fleet financing to assist in the purchase of its products. Under such
financing arrangements, dealers borrow money from independent lenders on a
secured basis for up to five years. The Company assists with such financing by
providing the independent lenders additional guarantees or other financial
support with respect to the obligations of its dealers. In conjunction with
these floor-plan arrangements, the Company also provides certain financing
benefits to its dealers to support both retail and rental purchases. Such
costs are accounted for as other finance charges and approximated $1.6 million
for the Company and its Predecessor on a combined basis for the twelve months
ended September 30, 1995 and $2.0 million and $2.3 million for the Company for
the fiscal years ended September 30, 1996 and 1997, respectively. See "--
Capital Resources and Liquidity."

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the percentage of
net sales represented by certain items reflected in the Company's or the
Predecessor's statement of income:

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
----------- --------------------------------------
PERIOD PERIOD THREE MONTHS
FROM FROM YEAR ENDED ENDED
10/1/94 8/17/95 SEPT. 30, DECEMBER 31,
THROUGH THROUGH ------------- --------------
8/16/95 9/30/95 1996 1997 1996 1997
----------- ------- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net sales................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales............ 76.5% 76.9% 74.2% 72.8% 74.2% 75.0%
----- ----- ----- ----- ------ ------
Gross profit............. 23.5% 23.1% 25.8% 27.2% 25.8% 25.0%
Selling, general and
administrative
expenses................ 14.5% 13.1% 13.1% 10.5% 9.7% 11.2%
----- ----- ----- ----- ------ ------
Operating income......... 9.0% 10.0% 12.7% 16.7% 16.1% 13.8%
Interest expense......... 1.8% 2.8% 2.8% 2.3% 3.7% 2.1%
Other finance charges.... 1.5% 2.1% 1.6% 0.8% 1.0% 0.8%
----- ----- ----- ----- ------ ------
Income before income
taxes and extraordinary
items................... 5.7% 5.1% 8.3% 13.6% 11.4% 10.9%
Provision for income
taxes................... 2.3% 2.1% 3.2% 5.5% 4.7% 4.4%
----- ----- ----- ----- ------ ------
Income before
extraordinary item...... 3.4% 3.0% 5.1% 8.1% 6.7% 6.5%
Extraordinary item....... 0.0% -- (0.3)% (0.3)% -- (0.6)%
----- ----- ----- ----- ------ ------
Cumulative effect of
change in accounting
principles.............. 0.3% -- -- -- -- --
Net income............... 3.0% 3.0% 4.8% 7.8% 6.7% 5.9%
===== ===== ===== ===== ====== ======
</TABLE>

THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THREE MONTHS ENDED DECEMBER
31, 1996

Net sales for the three months ended December 31, 1997 were $84.6 million,
an increase of $25.4 million over net sales of $59.2 million for the three
months ended December 31, 1996. Net sales from Snorkel, acquired on November
17, 1997, accounted for $17.5 million of the $25.4 million increase, while net
sales for the existing OmniQuip business increased by $7.9 million or 13.3%.
Commercial sales of telescopic material handlers for the three months ended
December 31, 1997 were $52.6 million, an increase of 4.8% over the 1996
period. Military sales under the U.S. Army ATLAS contract were $5.3 million
for the three months ended December 31, 1997. Sales of production units under
this program began early in calendar year 1997 and, thus, there was no revenue
from this program in the quarter ended December 31, 1996. Sales of skid steer
loaders for the three months ended December 31, 1997 were $4.7 million, an
increase of 3.1% compared to the three months ended December 31, 1996.
Excluding Europe, where the Company's distributor was acquired by a competitor
a year ago, skid steer loader sales increased approximately 25.0% due
primarily to increased market penetration in North America. Sales of parts and
other products for the three months ended December 31, 1997 were $4.5 million,
which was essentially flat with the same period in 1996.

17
<PAGE>

Gross profit for the three months ended December 31, 1997 was $21.1 million,
an increase of $5.8 million over gross profit of $15.3 million for the three
months ended December 31, 1996. The increase in gross profit primarily
reflected the increase in net sales discussed above. The gross margin
decreased to 25.0% for the three months ended December 31, 1997 from 25.8% for
the three months ended December 31, 1996. The decline in gross margin was due
to the addition of Snorkel sales at a lower gross margin than existing
OmniQuip sales. Gross margin for the existing OmniQuip business increased to
26.7% for the three months ended December 31, 1997 from 25.8% for the three
months ended December 31, 1996 due to improved manufacturing efficiencies at
all three Company plants, price increases that were implemented in the second
quarter of fiscal 1997 and economies due to higher volumes.

SG&A expenses for the three months ended December 31, 1997 were $9.5
million, an increase of $3.7 million over SG&A expenses of $5.8 million for
the three months ended December 31, 1996. Of the $3.7 million increase, $2.3
million resulted from the acquisition of Snorkel, including $0.2 million of
goodwill amortization. SG&A expenses as a percentage of net sales increased to
11.2% for the three months ended December 31, 1997 from 9.7% for the three
months ended December 31, 1996. This increase in the SG&A percentage reflected
the effect of the acquisition of Snorkel, whose SG&A percentage is higher than
that of OmniQuip, as well as costs related to being a public company which
were not incurred prior to the Company's initial public offering on March 20,
1997.

Operating income for the three months ended December 31, 1997 was $11.7
million, an increase of $2.2 million, or 22.7%, over operating income of $9.5
million for the three months ended December 31, 1996 due to the factors
discussed above. Operating margin decreased to 13.8% for the three months
ended December 31, 1997 from 16.1% for the 1996 period. The decline in
operating margin primarily reflected the acquisition of Snorkel as discussed
above. Excluding Snorkel, operating margin declined to 16.0% for the three
months ended December 31, 1997 from 16.1% for the three months ended December
31, 1996 due primarily to the increase in SG&A expenses discussed above.

Interest expense for the three months ended December 31, 1997 was $1.8
million, a decrease of $0.4 million compared to interest expense of $2.2
million for the three months ended December 31, 1996. The decrease in interest
expense was due primarily to the lower weighted average cost of debt for the
three months ended December 31, 1997 compared to the three months ended
December 31, 1996.

Other finance charges, which are primarily comprised of dealer-related
finance charges, were $0.7 million for the three months ended December 31,
1997 compared to $0.5 million for the three months ended December 31, 1996,
reflecting a higher proportion of financed sales for the 1997 period. Other
finance charges as a percentage of net sales decreased to 0.8% from 0.9%. The
reduction in finance charges as a percentage of sales primarily reflected the
fact that Snorkel has not historically incurred such charges.

Provision for income taxes for the three months ended December 31, 1997 was
$3.7 million compared to $2.8 million for the three months ended December 31,
1996. The increase reflected the increase in income before income taxes of
$2.5 million. The Company's effective tax rate was 40.3% for the three months
ended December 31, 1997 compared to 41.1% for the three months ended December
31, 1996.

Income from continuing operations for the three months ended December 31,
1997 was $5.5 million, an increase of $1.5 million, or 38.9%, over income from
continuing operations for the three months ended December 31, 1996 as a result
of the factors described above.

In November 1997, in connection with the refinancing related to the Snorkel
acquisition, the Company incurred an extraordinary $0.5 million after-tax
charge for the write-off of deferred financing charges.

Net income for the three months ended December 31, 1997 was $5.0 million, an
increase of $1.0 million or 25.2% over net income of $4.0 million for the
three months ended December 31, 1996, as a result of the factors described
above.

18
<PAGE>

Basic and diluted earnings per share, before the effect of the extraordinary
item discussed above, were $0.39 for the three months ended December 31, 1997.
Basic and diluted earnings per share for the three months ended December 31,
1997 were $0.35, the same as basic and diluted earnings per share for the
three months ended December 31, 1996 as the increase in income from continuing
operations described above was offset by the extraordinary item and an
increase in the weighted average shares outstanding from 11.3 million to 14.3
million, reflecting the effect of the Company's initial public offering in
March 1997.

FISCAL YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO FISCAL YEAR ENDED SEPTEMBER
30, 1996

Net sales for fiscal year 1997 were $264.2 million, an increase of $139.4
million over net sales of $124.9 million for fiscal year 1996. Sales of
telescopic material handlers for fiscal year 1997 were $221.5 million, an
increase of $127.8 million over fiscal year 1996. Sales of skid steer loaders
for fiscal year 1997 were $18.1 million, up $0.2 million compared to fiscal
year 1996. Sales of parts and attachments for fiscal year 1997 were $24.6
million, an increase of $11.4 million over the 1996 period. Of the $127.8
million increase in telescopic material handlers, $72.4 million was due to the
acquisition of Lull, $3.8 million was due to the start-up of sales under the
U.S. Army ATLAS contract, which had $0.7 million of prototype sales in the
1996 period, and the remaining $51.6 million reflected continued strong growth
in TRAK's commercial telescopic business. Flat skid steer loader sales
reflected increased demand in North America and internationally outside of
Europe offset by reduced shipments to Europe due to the Company's European
distributor being acquired by a competitor. Of the $11.4 million increase in
parts and attachments, $10.0 million resulted from the acquisition of Lull and
the remaining $1.4 million reflected increased demand for parts driven by the
increased population of TRAK units operating in the field.

Gross profit for fiscal year 1997 was $71.9 million, an increase of $39.8
million over gross profit of $32.2 million for fiscal year 1996. The increase
in gross profit primarily reflected the increase in net sales discussed above.
The gross margin increased to 27.2% for fiscal year 1997 from 25.8% for fiscal
year 1996. The improvement in gross margin was due to improved manufacturing
efficiencies at all three Company plants, price increases that were
implemented in early 1997, economies due to higher volumes and increased mix
of telescopic material handlers which carry higher margins than other
products. Partially offsetting these improvements was the effect of the
acquisition of Lull, whose gross margin has historically been lower than that
of TRAK.

SG&A expenses for fiscal year 1997 were $27.7 million, an increase of $11.4
million over SG&A expenses of $16.3 million for fiscal year 1996. Of the $11.4
million increase, $7.3 million resulted from the acquisition of Lull. SG&A
expenses as a percentage of net sales decreased to 10.5% for fiscal year 1997
from 13.1% for fiscal year 1996. This decrease in the SG&A percentage
primarily reflected the effect of the acquisition of Lull, whose SG&A
percentage has historically been lower than that of TRAK.

Operating income for fiscal year 1997 was $44.2 million, an increase of
$28.4 million over operating income of $15.9 million for fiscal year 1996.
Operating margin increased to 16.7% for fiscal year 1997 from 12.7% for fiscal
year 1996. The improvements in operating income and operating margin reflected
the factors described above.

Interest expense for fiscal year 1997 was $6.1 million, an increase of $2.7
million over interest expense of $3.4 million for fiscal year 1996. The
increase in interest expense was due primarily to the increased debt incurred
to finance the August 1996 acquisition of Lull, partially offset by subsequent
reduction of debt with proceeds from the initial public offering in March 1997
and with cash flow from operations.

Other finance charges, which are primarily comprised of dealer-related
finance charges, were $2.3 million for fiscal year 1997 compared to $2.0
million for fiscal year 1996. The increase in finance charges was related to
increased financing activity at TRAK primarily resulting from increased sales
volume. Other finance charges as a percentage of net sales decreased from 1.6%
to 0.9%. The reduction in finance charges as a percentage of sales primarily
reflected the fact that Lull has not historically incurred such charges.

19
<PAGE>

Provision for income taxes for fiscal year 1997 was $14.6 million compared
to $4.1 million for fiscal year 1996. The increase reflected the increase in
income before income taxes of $25.5 million and, to a lesser extent, an
increase in the effective tax rate between these periods. The Company's
effective tax rate was 40.5% for fiscal year 1997 compared to 39.0% for fiscal
year 1996.

Income from continuing operations for fiscal year 1997 was $21.4 million, an
increase of $15.0 million over income from continuing operations of $6.4
million for fiscal year 1996, as a result of the factors described above.

In March 1997, in connection with the initial public offering and the
application of the proceeds therefrom to repay indebtedness, the Company
incurred an extraordinary charge of $0.8 million, net of $0.5 million of
income tax benefits, related to prepayment penalties and write-off of deferred
financing charges. In August 1996, in connection with refinancing of debt
associated with the Lull acquisition, the Company incurred an extraordinary
charge of $0.3 million, net of $0.2 million of income tax benefits, related to
write-off of deferred financing charges.

Net income for fiscal year 1997 was $20.6 million, an increase of $14.6
million from net income of $6.0 million for fiscal year 1996, as a result of
the factors described above.

Basic and diluted earnings per share for fiscal year 1997 were $1.60, an
increase of $1.07 from earnings per share of $0.53 for fiscal year 1996 as a
result of the increase in net income described above partially offset by an
increase in the weighted average shares outstanding from 11.3 million to 12.8
million.

FISCAL YEAR ENDED SEPTEMBER 30, 1996 (NEW BASIS) COMPARED TO PERIOD FROM
OCTOBER 1, 1994 THROUGH AUGUST 16, 1995 (PREDECESSOR BASIS)

Net sales for fiscal year ended September 30, 1996 were $124.9 million, an
increase of $49.5 million, or 65.6%, over net sales of $75.4 million for the
ten and one-half month period from October 1, 1994 through August 16, 1995
("Stub Period 1995"). Sales of telescopic material handlers for the fiscal
year ended September 30, 1996 were $94.1 million, an increase of $42.2
million, or 81.4%, over Stub Period 1995. Sales of skid steer loaders for the
fiscal year ended September 30, 1996 were $18.0 million, an increase of $3.0
million, or 19.9%, over Stub Period 1995. Sales of parts and attachments for
the fiscal year ended September 30, 1996 were $12.8 million, an increase of
$4.2 million, or 49.7%, over Stub Period 1995. The improvement in sales of
telescopic material handlers reflected continued strong market demand for such
products and the effects of the August 15, 1996 acquisition of Lull, which
resulted in $12.7 million of incremental sales in the fiscal year ended
September 30, 1996. Of the 81.4% increase in net sales of telescopic material
handlers, 67.6 percentage points were attributable to an increase in the
number of units sold, including the incremental effects of Lull, and the
remainder was primarily attributable to a shift in the TRAK product mix
towards larger size units and price increases. The Company believes the
increased demand for telescopic material handlers is attributable to the
expansion of rental fleets, the substitution of telescopic material handlers
for other construction and material handling equipment and relatively strong
conditions in the construction equipment industry. The increase in sales of
skid steer loaders reflects an increase in unit sales, a shift in product mix
towards larger size units and a price increase effective in early 1996. Skid
steer loader sales for the fiscal year ended September 30, 1996 were adversely
affected by a temporary reduction in the rate of production and shipments
during early calendar 1996 while the Company incorporated corrective product
modifications and upgrades to its skid steer product line. Parts sales
continued to increase in support of the increased population of the Company's
units operating in the field, and sales of attachments increased primarily as
a result of new equipment sales.

Gross profit for the fiscal year ended September 30, 1996 was $32.2 million,
an increase of $14.5 million, or 81.8%, over gross profit of $17.7 million for
Stub Period 1995. The increase in gross profit primarily reflected the
increase in net sales discussed above. The gross margin increased to 25.8% for
the fiscal year ended September 30, 1996 from 23.5% for Stub Period 1995. The
increase in gross margin reflects the favorable change in product mix toward
higher margin telescopic material handlers, improved production efficiencies
(in part due to expanded use of robotics and a new paint system), as well as
economies associated with higher production

20
<PAGE>

volumes. Also contributing to the gross margin improvement were purchasing
programs that achieved price reductions for certain components and materials.

SG&A expenses for the fiscal year ended September 30, 1996 were $16.3
million, an increase of $5.4 million, or 49.6%, over SG&A expenses of $10.9
million for Stub Period 1995. The increase in SG&A expenses for the fiscal
year ended September 30, 1996 reflected expenses associated with higher net
sales in 1996, the incremental effect of SG&A expenses incurred by Lull
subsequent to its August 15, 1996 acquisition by the Company, approximately
$0.7 million in management fees paid to an affiliate of the Company's majority
stockholder, increased product development expenditures primarily related to
telescopic material handlers, systems consulting fees and amortization of
goodwill in fiscal year 1996 as a result of the application of purchase
accounting beginning in August 1995 in connection with the acquisition of TRAK
and in August 1996 in connection with the acquisition of Lull. SG&A expenses
as a percentage of net sales decreased to 13.1% for the fiscal year ended
September 30, 1996 from 14.5% for Stub Period 1995. The decrease in the SG&A
percentage continued to reflect the relatively fixed nature of certain SG&A
expenses as well as the Company's efforts to control general and
administrative costs.

Operating income for the fiscal year ended September 30, 1996 was $15.9
million, an increase of $9.1 million, or 133.6%, over operating income of $6.8
million for Stub Period 1995. Operating margins increased to 12.7% for the
fiscal year ended September 30, 1996 from 9.0% for Stub Period 1995. The
improvements in operating income and margins reflected the factors described
above.

Interest expense for the fiscal year ended September 30, 1996 was $3.4
million, an increase of $2.0 million, or 149.0%, over interest expense of $1.4
million for Stub Period 1995. Interest expense as a percentage of net sales
increased to 2.8% for the fiscal year ended September 30, 1996 from 1.8% for
Stub Period 1995. The increase in interest expense primarily reflected the
effects of debt incurred to finance the August 1995 acquisition of TRAK and
the August 1996 acquisition of Lull, and higher weighted-average interest
rates in 1996.

Other finance charges, which are primarily comprised of dealer-related
finance charges, for the fiscal year ended September 30, 1996 were $2.0
million, an increase of $0.9 million, or 79.5%, over other finance charges of
$1.1 million for Stub Period 1995. Other finance charges as a percentage of
net sales increased to 1.6% from 1.5%. The increase in other finance charges
primarily resulted from the greater utilization of the floor plan financing
program due to the increases in net sales as well as greater usage by dealers.

Provision for income taxes for the fiscal year ended September 30, 1996 was
$4.1 million compared to $1.8 million for Stub Period 1995. The increase
primarily reflected the increase in income before provision for income taxes
of $6.1 million between these periods. The Company's effective tax rate was
39.0% for the fiscal year ended September 30, 1996 and 41.1% for Stub Period
1995.

Income from continuing operations for the fiscal year ended September 30,
1996 was $6.4 million, an increase of $3.9 million, or 151.3% over income from
continuing operations of $2.5 million for Stub Period 1995 as a result of the
factors described above.

In August 1996, in connection with the refinancing of debt, the Company
incurred an extraordinary charge of $0.3 million, net of $0.2 million of
income tax benefits, related to the write-off of deferred financing charges.

In October 1994, the Predecessor adopted SFAS 106, the cumulative effect of
which on net income was a charge of $0.4 million, less applicable income tax
benefits of $0.2 million.

PERIOD FROM AUGUST 17, 1995 THROUGH SEPTEMBER 30, 1995 (NEW BASIS)

Due to the relatively brief period involved, comprehensive comparative data
has not been presented or discussed below with respect to the period from
August 17, 1995 through September 30, 1995 (the period from the date of
acquisition of TRAK and the application of purchase accounting through the
date of the Company's fiscal year end).

21
<PAGE>

Net sales for the period from August 17, 1995 through September 30, 1995
(the "September 1995 Stub Period") were $12.7 million. Gross margin of 23.1%
was relatively consistent with gross margin for the period from October 1,
1994 through August 16, 1995. SG&A expenses as a percentage of net sales
decreased to 13.1% as the Company continued to realize the benefits of its
efforts to monitor and control general and administrative costs. Other finance
charges as a percentage of net sales were 2.1%, reflecting the growth in the
Company's business and the dealer-related finance charges incurred by the
Company. The Company's effective tax rate for the September 1995 Stub Period
was 40.7%.

CAPITAL RESOURCES AND LIQUIDITY

Net cash used in operating activities of the Company was $11.6 million for
the three months ended December 31, 1997. Working capital (excluding the
effects of changes in cash and current portions of long-term debt) increased
by $19.1 million in the period, primarily reflecting a $7.1 million increase
in accounts receivable, a $6.9 million decrease in other current liabilities
and a $3.8 million decrease in accounts payable. Accounts receivable increased
due to timing of shipments at the end of the quarter and temporary delays in
collecting certain accounts. The decrease in other current liabilities
primarily reflected the issuance of volume rebates and the payment of year-end
bonuses. The decrease in accounts payable primarily reflected the pay off of
past due accounts at Snorkel subsequent to the acquisition on November 17,
1997. Net cash used in investing activities was $109.1 million including $1.4
million for capital expenditures and $107.6 million for acquisition of the net
assets of Snorkel. These cash requirements were financed with a new credit
facility described below.

Net cash provided by operating activities of the Company was $5.3 million
for the three months ended December 31, 1996. Working capital (excluding the
effects of changes in cash and current portions of long-term debt) decreased
by $0.4 million for the period. Cash provided by operating activities of the
Company for the period was used to finance capital expenditures of $0.4
million and to repay indebtedness.

Net cash provided by operating activities of the Company was $21.6 million
for fiscal year 1997. Working capital (excluding the effects of changes in
cash and current portions of long-term debt) increased by $5.4 million in the
period, primarily reflecting increases in accounts receivable and inventories
related to growth in sales volume. Cash provided by operating activities of
the Company for the period was used primarily to finance capital expenditures
of $3.0 million, to make payments to former TRAK shareholders of $1.0 million
tied to receipt of orders under contracts with the U.S. Army and to repay
existing indebtedness.

Net cash provided by operating activities of the Company was $8.6 million
for the fiscal year ended September 30, 1996. Working capital decreased by
$1.4 million in the period which primarily reflected increases in accounts
payable and other current liabilities partially offset by increases in
accounts receivable and inventories. Cash provided by operating activities of
the Company for the period was used primarily to finance capital expenditures
of $1.4 million, to make payments to former TRAK shareholders of $0.4 million
tied to receipt of orders under contracts with the U.S. Army and to repay
existing indebtedness. The aggregate purchase price paid by the Company for
Lull in August 1996 totaled approximately $69.0 million plus assumed
liabilities of $14.6 million. The acquisition was financed with additional
borrowings under the Company's amended credit facilities.

On March 20, 1997 the Company completed its initial public offering of
common stock, selling 3.0 million primary and 6.2 million secondary shares
(including shares issued upon exercise of the underwriters' overallotment
option) for $14 per share, before underwriting discounts and commissions.
Proceeds to the Company from the offering of $37.5 million (net of expenses of
the offering of $1.7 million) were used to repay $22.5 million of subordinated
debt (including accrued interest and prepayment fees) and $15.0 million of
bank term debt.

At September 30, 1997, the Company had borrowings under a revolving credit
facility and two term loans. The revolving credit facility provided for
borrowings of up to the lesser of $25.0 million or a borrowing base calculated
on a percentage of eligible receivables and inventories. Borrowings under this
facility were due

22
<PAGE>

August 16, 2003 and bore interest either at the bank's corporate base rate
plus 1.0% (9.50% at June 30, 1997) or LIBOR plus 2.25% (7.91% at June 30,
1997). Amounts outstanding under the revolving line of credit facility at
September 30, 1997 were $3.1 million. In addition, the Company had $0.3
million in outstanding letters of credit under this revolving line of credit
facility. At September 30, 1997, the Company had unused borrowing capacity of
$21.6 million under this facility.

Borrowings under the term loans were due in quarterly installments ranging
from $0.5 million to $3.1 million, which commenced in October 1996 with a
final payment in August 2003. The term loans bore interest either at the
bank's corporate base rate plus 1.25% (9.75% at September 30, 1997) or LIBOR
plus 2.5% (8.16% at September 30, 1997). The Company was able to convert
outstanding term loan balances between interest types at its discretion.

During November 1997, in connection with the acquisition of Snorkel, the
Company entered into a new credit facility which replaced the existing loan
and security agreement. The new agreement provides for a $165.0 million credit
facility consisting of a $40.0 million revolving credit facility and a $125.0
million term loan. The term loan requires quarterly principal payments ranging
from $2.5 million to $6.25 million commencing on February 28, 1998 with the
final maturity on November 30, 2004. Borrowings under the agreement bear
interest at prime or at LIBOR plus 1.0% (7.0% at December 31, 1997). In
December 1997, the Company entered into an interest rate swap with respect to
$75 million in notional amount and an effective fixed rate of interest of
7.24%. In conjunction with entering into the new credit facility, the Company
recognized an extraordinary loss in November 1997 of $0.5 million attributable
to the write-off of $0.9 million of unamortized deferred financing fees, net
of related tax benefits.

Amounts outstanding under the revolving line of credit facility at December
31, 1997 were $31.7 million. In addition, the Company had $0.3 million in
outstanding letters of credit under this revolving line of credit facility. At
December 31, 1997 the Company had unused borrowing capacity of $8.0 million
under this facility.

Based on its ability to generate funds from operations and the availability
of funds under its new credit facilities, the Company believes that it will
have sufficient funds available to meet its currently anticipated operating
and capital expenditure requirements for its existing and recently acquired
operations.

BACKLOG

The Company's backlog as of December 31, 1997 was approximately $124.0
million of which $34.5 million relates to the ATLAS military contract. It is
expected that substantially all of the commercial backlog and approximately
70% of the military backlog will be shipped before December 31, 1998.

EFFECTS OF INFLATION

Inflation has not had a material effect on the Company's business or results
of operations.

NEW ACCOUNTING STANDARDS

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123") which addresses accounting for stock option,
purchase and award plans. SFAS 123 specifies that companies utilize either the
"fair value based method" or the "intrinsic value based method" for valuing
stock options granted. For purposes of valuing any grants for any such plans,
the Company has continued to utilize the "intrinsic value based method." See
Note 10 to the Company's September 30, 1997 consolidated financial statements.

In April 1997, the FASB issued Statement of Financial Accounting Standards
No. 128, "Earnings Per Share," ("SFAS 128") which addresses reporting of
earnings per share data. SFAS 128 requires the presentation of both basic and
diluted earnings per share on the face of the income statement replacing
primary and fully diluted earnings per share. The Company adopted SFAS 128 in
the quarter ended December 31, 1997, the effect of which was not material.

23
<PAGE>

PRO FORMA FINANCIAL INFORMATION

The following pro forma unaudited consolidated statements of operations of
OmniQuip for the year ended September 30, 1997 and for the three months ended
December 31, 1997 were prepared to illustrate the estimated effects of (i) the
acquisition of the business of Snorkel (as described further below) and the
financing thereof, and (ii) the initial public offering of common stock of the
Company completed in March 1997 and the application of the net proceeds to the
Company therefrom to prepay certain outstanding indebtedness (collectively,
the "Pro Forma Transactions"), as if the Pro Forma Transactions had occurred
at October 1, 1996.

On March 20, 1997, the Company completed its initial public offering of
common stock, selling 3.0 million primary and 6.2 million secondary shares
(including shares issued upon exercise of the underwriters' overallotment
option) for $14 per share. Proceeds to the Company from the offering of $37.5
million (net of expenses of the offering of $1.7 million) were used to repay
$22.5 million of subordinated debt (including accrued interest and prepayment
fees) and $15.0 million of bank term debt.

On November 17, 1997, the Company completed the acquisition of substantially
all of the assets of Snorkel. The purchase price paid by the Company for
Snorkel was $100 million in cash at closing plus the assumption of certain
liabilities. The funds were obtained by the Company pursuant to a secured
credit facility which replaced the Company's existing credit facility. The
Company is also required to pay an additional purchase price of up to $50
million, which will be equal to the amount of the net sales of Snorkel for the
twelve-month period commencing on April 1, 1998 and ending on March 31, 1999
(the "Earn-Out Period") in excess of $140 million, such additional amount not
to exceed $20 million, plus 70% of the amount of net sales of Snorkel during
the Earn-Out Period in excess of $160 million, such additional amount not to
exceed $30 million. The acquisition has been accounted for under the purchase
method of accounting with the excess of purchase price over the estimated fair
value of net assets acquired recorded as goodwill. Any additional purchase
price determined as described above is expected to be recorded as additional
goodwill when such amounts, if any, are determined.

The purchase price for Snorkel was assigned to the assets acquired and
liabilities assumed based on their estimated fair values at the acquisition
date. Based on such allocations, the aggregate purchase price exceeded the
estimated fair value of the net assets acquired by approximately $59.0
million, which is being amortized over 40 years and will result in an annual
amortization charge of approximately $1.5 million.

The pro forma unaudited consolidated statements of operations do not purport
to represent (i) the actual results of operations, had the Pro Forma
Transactions occurred on the dates assumed, or (ii) the results of operations
to be expected in the future. They do not reflect any estimate of cost savings
or other efficiencies that may be achieved from the integration of TRAK, Lull
and Snorkel. Management believes that the assumptions used in preparing the
pro forma unaudited consolidated statements of operations provide a reasonable
basis for presenting all of the significant effects of the Pro Forma
Transactions, that the pro forma adjustments give appropriate effect to those
assumptions, and that the pro forma adjustments are properly applied in the
pro forma unaudited consolidated statements of operations.

The pro forma unaudited consolidated statements of operations and
accompanying notes should be read in conjunction with the historical financial
statements of the Company, Lull and Snorkel, including the notes thereto, and
the other financial information pertaining to the Company, Lull and Snorkel,
including the information set forth under "Capitalization," "Selected
Consolidated Financial Data," "Management's Discussion and Analysis of Results
of Operations and Financial Condition," and "Management's Discussion and
Analysis of Pro Forma Results of Operations," included elsewhere herein.

24
<PAGE>

PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH 1997 SNORKEL SNORKEL OMNIQUIP/
OMNIQUIP OFFERING OMNIQUIP 12 MONTHS ENDED PRO FORMA SNORKEL
AS REPORTED ADJUSTMENTS PRO FORMA SEPTEMBER 30, 1997 ADJUSTMENTS PRO FORMA
----------- ----------- ----------- ------------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net sales............... $ 264,213 $ 264,213 $157,132 $ 421,345
Cost of sales........... 192,270 192,270 126,576 318,846
----------- ------- ----------- -------- -------- -----------
Gross profit............ 71,943 71,943 30,556 102,499
SG&A.................... 27,717 325 (1) 28,042 14,041 1,226 (2) 43,309
----------- ------- ----------- -------- -------- -----------
Operating income........ 44,226 (325) 43,901 16,515 (1,226) 59,190
Interest expense........ 6,106 (2,090)(3) 4,016 13 7,402 (4) 11,431
Other................... 2,182 2,182 (376) 1,806
----------- ------- ----------- -------- -------- -----------
Income before income
taxes.................. 35,938 1,765 37,703 16,878 (8,628) 45,953
Provision for income
taxes.................. 14,556 706 (5) 15,262 -- 3,371 (5) 18,633
----------- ------- ----------- -------- -------- -----------
Income from continuing
operations............. $ 21,382 $ 1,059 $ 22,441 $ 16,878 $(11,999) $ 27,320
=========== ======= =========== ======== ======== ===========
Basic and diluted
earnings per share from
continuing operations.. $ 1.66 $ 1.57 $ 1.92
Basic and diluted
weighted average shares
outstanding............ 12,845,000 14,250,000 14,250,000
</TABLE>
- --------
(1) The increase in SG&A expenses reflects the Company's estimate of the
additional costs associated with being a public company.
(2) Operating expenses for the twelve months ended September 30, 1997 have
been adjusted for the amortization of goodwill (over a 40-year period)
related to the acquisition of Snorkel.
(3) Reductions in interest expense reflect the application of net proceeds
from the March 1997 offering to repay $22,500 of subordinated debt and
$15,000 of term loans.
(4) Interest expense for the twelve months ended September 30, 1997 has been
adjusted for the following:
<TABLE>
<S> <C>
Interest (interest rate of 7.4%) on acquisition debt
of $100,000........................................ $7,415
Historical interest expense on debt not assumed..... (13)
------
$7,402
======
</TABLE>
(5) Amounts reflect the estimated income tax effects of pro forma adjustments
and the effect of reflecting income tax expense for Snorkel. The income
tax expense related to Snorkel had previously been recorded at the parent
level and not in Snorkel's historical results.

25
<PAGE>

PRO FORMA UNAUDITED STATEMENT OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SNORKEL
PERIOD FROM SNORKEL OMNIQUIP/
OMNIQUIP OCTOBER 1, 1997 PRO FORMA SNORKEL
AS REPORTED TO NOVEMBER 16, 1997 ADJUSTMENTS PRO FORMA
----------- -------------------- ----------- ----------
<S> <C> <C> <C> <C>
Net sales............... $ 84,575 $15,892 $ -- $ 100,467
Cost of sales........... 63,433 14,281 77,714
---------- ------- ------- ----------
Gross profit............ 21,142 1,611 22,753
SG&A.................... 9,459 1,855 153 (1) 11,467
---------- ------- ------- ----------
Operating income........ 11,683 (244) (153) 11,286
Interest expense........ 1,805 938 (2) 2,743
Other income (expense),
net.................... (627) (115) -- (742)
---------- ------- ------- ----------
Income before income
taxes.................. 9,251 (359) (1,091) 7,801
Provision for income
taxes.................. 3,711 -- (580)(3) 3,131
---------- ------- ------- ----------
Income from continuing
operations............. $ 5,540 $ (359) $ (511) $ 4,670
========== ======= ======= ==========
Basic and diluted
earnings per share from
continuing operations.. $ 0.39 $ 0.33
========== ==========
Basic weighted average
shares outstanding..... 14,255,000 14,255,000
========== ==========
Diluted weighted average
shares outstanding..... 14,366,000 14,366,000
========== ==========
</TABLE>
- --------
(1) Snorkel operating expenses for the period from October 1, 1997 to November
16, 1997 have been adjusted for the amortization of goodwill (over a 40
year period) related to the acquisition of Snorkel.
(2) Interest expense for the period from October 1, 1997 to November 16, 1997
has been adjusted to reflect interest expense (at 7.4%) on Snorkel
acquisition debt of $100,000.
(3) Amount reflects the estimated income tax effect of pro forma adjustments
and the effect of reflecting income tax expense for Snorkel for the period
from October 1, 1997 to November 16, 1997. The income tax expense related
to Snorkel had previously been recorded at the parent level and not in
Snorkel's historical results.

26
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF PRO FORMA RESULTS OF OPERATIONS

OVERVIEW

As discussed below, the Company was formed for the purpose of acquiring TRAK
in August 1995. Subsequent thereto, the Company completed the acquisition of
the business of Lull in August 1996 and of Snorkel in November 1997. Due to
the effects of the acquisitions and the related application of purchase
accounting, historical consolidated financial data of the Company, TRAK, its
predecessor, Lull and Snorkel for periods through December 31, 1997 are not
comparable. As a result, the following discussion of pro forma results of
operations is presented.

On August 16, 1995, the Company completed the acquisition of the issued and
outstanding stock of TRAK in a transaction accounted for under the purchase
method of accounting. The aggregate purchase price approximated $30.4 million,
including assumed liabilities of $17.8 million. The purchase price will be
adjusted, up to a maximum of $2.0 million, together with interest, for orders
received from the Army under contracts for the delivery of telescopic material
handlers for a period of five years from August 17, 1995. Through December 31,
1997, approximately $1.5 million of such additional purchase price payable to
TRAK's former shareholders was recorded. The acquisition was financed through
a $6.0 million equity contribution from management and Investments L.P., a
$2.0 million junior subordinated note payable to Investments L.P., a $5.0
million subordinated note payable to an institutional lender and approximately
$17.4 million under credit agreements with certain financial institutions.

On August 15, 1996, the Company completed the acquisition of substantially
all of the assets of Lull in a transaction accounted for under the purchase
method of accounting. The aggregate purchase price approximated $69.0 million,
plus assumed liabilities of approximately $14.6 million, and was financed
primarily with borrowings under the Company's restructured credit agreements
with certain financial institutions, including $14.0 million of subordinated
debt guaranteed by Investments L.P.

On November 17, 1997, the Company completed the acquisition of Snorkel. The
purchase price paid by the Company for Snorkel was $100 million in cash at
closing plus the assumption of certain liabilities. The funds were obtained by
the Company pursuant to a secured credit facility which replaced the Company's
existing credit facility. The Company is also required to pay an additional
purchase price of up to $50 million. Any additional purchase price will be
equal to the amount of the net sales of Snorkel for the twelve-month period
commencing on April 1, 1998 and ending on March 31, 1999 (the "Earn-Out
Period") in excess of $140 million, such additional amount not to exceed $20
million, plus 70% of the amount of net sales of Snorkel during the Earn-Out
Period in excess of $160 million, such additional amount not to exceed $30
million. The acquisition has been accounted for under the purchase method of
accounting with the excess of purchase price over the estimated fair value of
net assets acquired recorded as goodwill. Any additional purchase price
determined as described above is expected to be recorded as additional
goodwill when such amounts, if any, are determined.

The purchase prices for TRAK, Lull and Snorkel were assigned to the assets
acquired and liabilities assumed based on their estimated fair values at the
respective acquisition dates. Based on such allocations, the aggregate
purchase prices exceeded the estimated fair value of the net assets acquired
(goodwill) by approximately $124.2 million, net, at December 31, 1997, which
is being amortized over 40 years and will result in an annual amortization
charge of $3.1 million.

The derivation of certain of the pro forma financial information discussed
below is described in the preceding section, "Pro Forma Financial
Information." For purposes of the following discussion, the pro forma
unaudited consolidated statements of operations of OmniQuip for the years
ended September 30, 1996 and 1997, respectively, and for the three months
ended December 31, 1996 and 1997, respectively, were prepared to illustrate
the estimated effects of the acquisitions of TRAK, Lull and Snorkel as if the
acquisitions had occurred at the beginning of each respective period.

27
<PAGE>

The pro forma unaudited consolidated statement of operations data do not
purport to represent (i) the actual results of operations or financial
condition of the Company had the TRAK, Lull and Snorkel acquisitions occurred
on the dates assumed, or (ii) the results of operations or financial position
to be expected in the future. They do not reflect any estimate of cost savings
or other efficiencies that may be achieved from the integration of TRAK, Lull
and Snorkel.

This section should be read in conjunction with the historical financial
statements of the Company, TRAK, Lull and Snorkel including the notes thereto,
and the other financial information pertaining to the Company, TRAK, Lull and
Snorkel, including the information set forth under "Capitalization," "Selected
Consolidated Financial Data," "Management's Discussion and Analysis of Results
of Operations and Financial Condition" and "Pro Forma Financial Information,"
included elsewhere herein.

PRO FORMA RESULTS OF OPERATIONS

The following table sets forth for the periods indicated certain components
of the Company's pro forma statement of operations and the percentage of net
sales represented by such components:

<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER
FISCAL YEAR ENDED SEPTEMBER 30, 31,
------------------------------- ------------------------------
1996 1997 1996 1997
--------------- --------------- -------------- ---------------
$ % $ % $ % $ %
-------- ------ -------- ------ ------- ------ -------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $367,058 100.0% $421,345 100.0% $93,567 100.0% $100,465 100.0%
Cost of sales........... 280,607 76.4% 318,846 75.7% 70,960 75.8% 77,713 77.4%
-------- ------ -------- ------ ------- ------ -------- ------
Gross profit............ 86,451 23.6% 102,499 24.3% 22,607 24.2% 22,752 22.6%
Selling, general and
administrative
expenses............... 40,904 11.1% 43,309 10.3% 9,524 10.2% 11,466 11.4%
-------- ------ -------- ------ ------- ------ -------- ------
Operating income........ $ 45,547 12.4% $ 59,190 14.0% $13,083 14.0% $ 11,286 11.2%
======== ====== ======== ====== ======= ====== ======== ======
</TABLE>

The above table presents an abbreviated pro forma statement of operations
for the Company for the noted periods through the "Operating income" line
item. Due to the rapid growth of the Company, TRAK, its predecessor, Lull and
Snorkel in recent years and changes in the Company's debt and equity
structure, as described in "Management's Discussion and Analysis of Results of
Operations and Financial Condition--Capital Resources and Liquidity," the pro
forma effects of interest expense, other finance charges and income taxes have
not been presented. See "Pro Forma Financial Information" for further
discussion of the pro forma effects of these line items.

PRO FORMA THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO PRO FORMA THREE
MONTHS ENDED DECEMBER 31, 1996

Pro forma net sales for the three months ended December 31, 1997 were $100.5
million, an increase of $6.9 million, or 7.4%, over pro forma net sales of
$93.6 million for the three months ended December 31, 1996. Pro forma net
sales of commercial telescopic material handlers for the three months ended
December 31, 1997 were $52.6 million, an increase of $2.4 million, or 4.8%,
over the comparable prior year period. The prior period was unusually strong
for what is typically the seasonally low quarter of the year. Pro forma net
sales of military telescopic material handlers under the U.S. Army ATLAS
contract were $5.3 million for the three months ended December 31, 1997. Sales
of production units under this program began in the second quarter of fiscal
1997 and reached full production in the first quarter of fiscal 1998. Pro
forma net sales of aerial work platforms for the three months ended December
31, 1997 were $29.0 million, down $2.4 million, or 7.7%, from the same period
in 1996, reflecting a slowdown in the order rate in the August through
November period of 1997. The Company believes this softness in the aerial work
platform market reflected an industry-wide inventory oversupply rather than a
change in market fundamentals. Pro forma net sales of skid steer loaders for
the three months ended December 31, 1997 were $4.7 million, up $0.1 million,
or 3.1%, compared to the three months ended December 31, 1996. The modest
growth in skid steer loader sales reflected increased demand in North America
and internationally outside of Europe offset by reduced shipments to Europe
due to the Company's European

28
<PAGE>

distributor being acquired by a competitor. Pro forma net sales of parts and
other products for the three months ended December 31, 1997 were $8.9 million,
up $1.4 million, or 19.5%, from the comparable period in the prior year,
reflecting increased sales of other equipment.

Pro forma gross profit for the three months ended December 31, 1997 was
$22.8 million, an increase of $0.1 million, or 0.6%, over pro forma gross
profit of $22.6 million for the three months ended December 31, 1996. Pro
forma gross margin declined to 22.6% for the three months ended December 31,
1997 from 24.2% for the three months ended December 31, 1996, reflecting a
lower gross margin on aerial work platforms and, to a lesser extent, increased
sales of military telescopic material handlers which carry a gross margin that
is below the Company average. The lower gross margin on aerial work platforms
reflected a product mix shift away from the larger rough-terrain products
toward smaller, lower-margin products, manufacturing inefficiencies related to
reduced production volumes and higher discounts.

Pro forma SG&A expenses for the three months ended December 31, 1997 were
$11.5 million, an increase of $1.9 million, or 20.4%, over pro forma SG&A
expenses for the three months ended December 31, 1996. Pro forma SG&A expenses
as a percentage of pro forma net sales increased to 11.4% for the three months
ended December 31, 1997, from 10.2% for the three months ended December 31,
1996. These increases in pro forma SG&A and pro forma SG&A percentage
primarily reflected increased spending on new product development and timing
of certain marketing expenses.

Pro forma operating income for the three months ended December 31, 1997 was
$11.3 million, down $1.8 million, or 13.7%, from pro forma operating income
for the three months ended December 31, 1996. The decline in pro forma
operating income was the result of a pro forma net operating loss at Snorkel
for the three months ended December 31, 1997 reflecting lower sales and gross
margin for aerial work platforms as discussed above. Pro forma operating
margin decreased to 11.2% for the three months ended December 31, 1997 from
14.0% for the three months ended December 31, 1996.

PRO FORMA FISCAL YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO PRO FORMA FISCAL
YEAR ENDED SEPTEMBER 30, 1996

Pro forma net sales for the fiscal year ended September 30, 1997 were $421.3
million, an increase of $54.3 million, or 14.8%, over pro forma net sales of
$367.1 million for the fiscal year ended September 30, 1996. Pro forma net
sales of commercial telescopic material handlers for fiscal year 1997 were
$217.0 million, an increase of $51.6 million, or 31.2%, over the 1996 fiscal
year, primarily reflecting continued strong growth in the telescopic material
handler market. The Company believes this strong market growth for telescopic
material handlers is attributable to the expansion of rental fleets, the
substitution of telescopic material handlers for other construction equipment
and relatively strong conditions in the construction equipment industry. Pro
forma net sales of military telescopic material handlers under the U.S. Army
ATLAS contract were $4.5 million for fiscal year 1997 compared to $0.7 million
for fiscal year 1996. Sales of production units under this program began in
the second quarter of fiscal 1997 and reached full production in the first
quarter of fiscal 1998. Sales in fiscal year 1996 were for prototype units.
Pro forma net sales of aerial work platforms for fiscal year 1997 were $144.0
million, down $3.8 million, or 2.6%, from the 1996 fiscal year, reflecting a
weakening in the market during the latter portion of fiscal year 1997. The
Company believes this softness in the aerial work platform market reflected an
industry-wide inventory oversupply rather than a change in market
fundamentals. Pro forma net sales of skid steer loaders for fiscal year 1997
were $18.1 million, up $0.2 million, or 0.9%, compared to fiscal year 1996.
The modest growth in skid steer loader sales reflected increased demand in
North America and internationally outside of Europe, offset by reduced
shipments to Europe due to the Company's European distributor being acquired
by a competitor. Pro forma net sales of parts and other products for fiscal
year 1997 were $37.8 million, an increase of $2.5 million, or 7.0%, over
fiscal year 1996.

Pro forma gross profit for the fiscal year ended September 30, 1997 was
$102.5 million, an increase of $16.0 million, or 18.6%, over pro forma gross
profit of $86.5 million for the fiscal year ended September 30, 1996. This
increase in pro forma gross profit primarily reflected the increase in pro
forma net sales discussed above.

29
<PAGE>

Pro forma gross margin increased to 24.3% for fiscal year 1997 from 23.6% for
fiscal year 1996. The increase in pro forma gross margin was due primarily to
improvements in the telescopic material handler business, including better
manufacturing efficiencies, price increases that were implemented in the
second quarter of fiscal 1997 and economies associated with higher production
volumes. This was partially offset by lower margins on aerial work platforms,
primarily reflecting a product mix shift away from the larger rough-terrain
products toward smaller, lower margin products and, to a lesser extent, higher
discounts.

Pro forma SG&A expenses for the fiscal year ended September 30, 1997 were
$43.3 million, an increase of $2.4 million, or 5.9%, over SG&A expenses for
the fiscal year ended September 30, 1996. This increase resulted primarily
from expenses associated with the increase in pro forma net sales in 1997. Pro
forma SG&A expenses as a percentage of pro forma net sales decreased to 10.3%
for fiscal year 1997 from 11.1% for fiscal year 1996. This decrease in the pro
forma SG&A percentage primarily reflected the relatively fixed nature of
certain SG&A expenses and the ability to leverage these expenses on higher
sales volumes.

Pro forma operating income for the fiscal year ended September 30, 1997 was
$59.2 million, an increase of $13.6 million, or 30.0%, over pro forma
operating income of $45.5 million for the fiscal year ended September 30,
1996. Pro forma operating margin increased to 14.0% for fiscal year 1997 from
12.4% for fiscal year 1996. The improvements in pro forma operating income and
pro forma operating margin reflected the factors discussed above.

SEASONALITY AND PRO FORMA QUARTERLY RESULTS

The Company's quarterly net sales are affected to some extent by the
seasonality of construction activities in North America, which tend to be
influenced by climate conditions. Demand for the Company's products is
generally the strongest during the third fiscal quarter (April through June)
and generally the weakest during the first fiscal quarter (October through
December), which is common for material handling and construction equipment as
a whole.

The following table sets forth for the periods indicated the components of
the Company's quarterly pro forma statement of operations:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1997 SEPTEMBER 30, 1998
-------------------------- --------------------------- --------------------------
NET GROSS OPERATING NET GROSS OPERATING NET GROSS OPERATING
QUARTER SALES PROFIT INCOME SALES PROFIT INCOME SALES PROFIT INCOME
------- -------- ------- --------- -------- -------- --------- -------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
First................... $ 79,692 $20,157 $ 8,316 $ 93,567 $ 22,607 $13,084 $100,465 $22,752 $11,286
Second.................. 94,738 21,321 11,594 108,466 25,867 15,279
Third................... 99,363 23,387 13,146 116,518 29,127 17,441
Fourth.................. 93,265 21,586 12,491 102,794 24,898 13,386
-------- ------- ------- -------- -------- -------
$367,058 $86,451 $45,547 $421,345 $102,499 $59,190
======== ======= ======= ======== ======== =======
</TABLE>

30
<PAGE>

BUSINESS

GENERAL

The Company is the largest North American manufacturer of telescopic
material handlers and, as a result of its recent acquisition of Snorkel, one
of the leading North American producers of aerial work platforms. Other
products manufactured by the Company include skid steer loaders and a range of
other material handling equipment. OmniQuip's highly versatile products are
used in a variety of applications for construction, industrial, maintenance,
military and agricultural markets. The Company's principal products are
marketed under the well-recognized and highly-regarded SKY TRAK, LULL,
SNORKELIFT and WILDCAT brand names.

Telescopic material handlers are especially useful in rough terrain
environments and congested job sites, where their maneuverability and ability
to raise, extend and lower payloads provide significant advantages over more
traditional material handling equipment, such as cranes, straightmast
forklifts and elevators. The Company's telescopic material handlers have a
maximum lift capacity of 5,000 pounds to 10,000 pounds and can position
payloads from 28 feet to 54 feet above the ground or 15 feet to 39 feet in
front of the machine's chassis. The versatility of these units allows users to
lower overall costs by substituting a single telescopic material handler for
one or more other types of material handling equipment, as well as for certain
labor intensive material handling tasks. The Company believes it manufactures
the broadest product line of telescopic material handlers in North America.
Shipments of commercial telescopic material handlers increased from
approximately 950 units in calendar 1990 to approximately 3,300 units in 1997.
Based upon industry reports, the Company believes that its North American
market share of 1997 shipments of telescopic material handlers was
approximately 36%. In addition, OmniQuip has been the principal supplier since
1988 of telescopic material handlers to the military. The Company has a
contract to supply the Army with a new generation of telescopic material
handlers to support the logistics requirements of the Rapid Deployment Forces.
The Army has estimated that its requirements under the contract could range up
to a maximum of 1,200 ATLAS vehicles, or a maximum contract value of $120
million. Through December 31, 1997, the Company has sold approximately 100
units under this contract. The Company believes that this contract will
enhance its ability to pursue sales to other branches of the United States
armed forces and to foreign military agencies. See "Risk Factors--ATLAS
Contract."

OmniQuip sells and distributes its material handling and aerial work
platform products commercially through approximately 260 independent equipment
dealers and approximately 75 rental companies, including national rental
fleets, located in the United States and Canada. Internationally, OmniQuip
markets and distributes its products through a variety of arrangements with
dealers and distributors in approximately 50 countries. To facilitate the sale
of its material handling products, OmniQuip offers its independent equipment
dealers floor plan and rental fleet financing assistance in connection with
the purchase of the Company's products. Such assistance consists of limited,
backup financing guarantees and repurchase agreements which benefit dealers by
providing them the opportunity to obtain attractive financing terms on the
Company's products, which in turn allows dealers to stock more units for sale
or rental.

31
<PAGE>

INDUSTRY OVERVIEW

OmniQuip competes principally in selected segments of the material handling
and light equipment markets which utilize engines of less than 130 horsepower.
With certain exceptions, competitors with leading market shares in these
segments are not large full-line construction equipment manufacturers.

North American shipments of construction and allied equipment grew from
$30.8 billion in 1990 to $41.6 billion in 1996, representing a nominal
compound annual growth rate of 5.1%. According to industry estimates,
shipments of telescopic material handlers in North America grew from
approximately 2,500 units in 1990 to approximately 9,100 units in 1997,
representing a real compound annual growth rate of 20.3%, and shipments of
aerial work platforms increased from approximately 13,200 units in 1990 to
approximately 40,600 units in 1997, representing a real compound annual growth
rate of 17.4%. For the twelve months ended September 30, 1997, unit shipments
of telescopic material handlers and boom-type aerial work platforms grew
approximately 31.6% and 19.4%, respectively, and unit shipments of scissor-
type aerial work platforms declined by approximately 5.1%, each as compared to
the twelve months ended September 30, 1996. The Company believes growth rates
for telescopic material handlers and aerial work platforms are attributable to
a number of factors, including the following:

Increased Productivity and Safety. Telescopic material handlers and
aerial work platforms enable users to reduce costs through increased labor
productivity compared to other methods using alternative equipment or
direct labor. Productivity enhancements include a reduction in the number
of indirect personnel required for material handling support to load,
transport and place building materials and to operate certain other types
of construction equipment. The versatility and variety of attachments
available for telescopic material handlers results in higher utilization of
the equipment and permits end-users to increase inventory turnover at job
sites more rapidly by taking loads directly off delivery trucks and placing
materials where they will be used. Aerial work platforms provide distinct
safety and productivity advantages over alternative equipment and are
increasingly attractive in light of federal and state safety rules
requiring the use of tethers and other safety devices for workers in
elevated work environments.

Product Versatility. Telescopic material handlers are more versatile than
other material handling equipment such as cranes, straightmast forklifts
and elevators. Telescopic material handlers can unload, carry and place
materials up to five stories high in rough terrain work environments,
eliminating the need for multiple pieces of more specialized equipment and
reducing the labor required to handle materials at the worksite. In
addition, using one or more of the approximately 40 Company-approved
attachments, OmniQuip's telescopic material handlers can be used in
numerous applications. Attachments include forks and carriages, grapples,
buckets, augers, concrete hoppers and truss booms. The numerous
applications provided by such attachments used in conjunction with the
Company's telescopic material handlers allow customers to decrease
aggregate equipment costs and increase utilization of their material
handling equipment. Aerial work platforms also offer increased versatility
relative to more traditional devices such as ladders and scaffolding.

Growth of Equipment Rentals. The equipment rental industry serves a wide
variety of industrial, manufacturing, construction and governmental
markets. The equipment rental industry, including rental centers, national
rental fleets and independent dealers who offer equipment for either sale
or rental, has grown significantly. A survey conducted for an industry
trade association estimates that construction equipment rental revenues
were approximately $6.6 billion in 1990 and increased to approximately
$16.2 billion in 1996. Increased availability of rental construction
equipment has substantially broadened the group of potential end-users for
the Company's products. Equipment rentals provide end-users having limited
needs or resources with the ability to conveniently and economically rent
material handling equipment, as well as necessary attachments. Rental
companies can fulfill significant, but temporary, needs of large end-users,
supplementing capacity during peak activity periods. Additionally, rental
companies can rent a single unit to small contractors for short-term
projects.

Growth of Non-Construction Applications. Historically, the primary market
for telescopic material handlers has been the construction market while the
principal markets for aerial work platforms have been

32
<PAGE>

the construction and building maintenance markets. In recent years,
however, applications for each product line have emerged in other markets.
For example, since 1988, telescopic material handlers have been used by the
Army for munitions handling and, more recently, general logistics purposes.
Telescopic material handlers have also experienced increasing acceptance in
the industrial and agricultural markets where they are used, among other
applications, to transport and position bulk materials. Aerial work
platforms are increasingly used in the industrial and commercial market by
automobile and other manufacturers, airlines and ship builders, among
others.

BUSINESS STRATEGY

The Company's strategy is to grow primarily within selected segments of the
material handling and light equipment markets which (i) are growing faster
than the construction equipment industry generally, (ii) typically utilize
independent dealers for distribution rather than distributorships primarily
dedicated to products made by a single manufacturer, (iii) utilize engines of
less than 130 horsepower, and (iv) are not typically dominated by full-line
construction equipment manufacturers.

Key elements of the Company's business strategy include:

Providing superior products. The Company focuses on developing
innovative, high performance products with low life-cycle cost. By
introducing unique product features and enhancements, the Company believes
that it increases demand for the Company's products. Examples include the
pioneering introduction in 1994 of a SKY TRAK model capable of lifting and
positioning materials up to five stories above ground, the proprietary
sliding telescopic booms developed by Lull which permit higher precision,
horizontal maneuvering of materials at various lift heights, and Snorkel's
introduction of industry-leading safety features, such as envelope
management, slope-level interlocks and pothole protection. Recently, the
Company introduced its first model of a new range of telescopic material
handlers designed to be used for expanded applications in North America and
to be competitive with products currently used in international markets.

Pursuing a multiple brand distribution strategy. The Company is pursuing
a multiple brand strategy, maintaining essentially distinct nationwide
distribution channels for its brand name products. This strategy provides
more complete geographic coverage of the marketplace and gives the Company
the ability to selectively expand the number of dealers carrying its
products. At the same time this strategy affords the Company the
opportunity to realize economies of scale in providing parts supply,
attachments, dealer finance, component purchasing and manufacturing.
OmniQuip's multiple brand distribution strategy is designed to appeal to
customers' differing price, performance and support needs.

Acquiring complementary businesses. A key component of the Company's
growth strategy is the identification and completion of complementary
acquisitions. The Company's acquisition of Lull in August 1996 and Snorkel
in November 1997 reflects the Company's strategy of acquiring businesses
which utilize complementary distribution channels or which manufacture and
market products which complement the products currently manufactured and
sold by the Company. The Company has identified numerous potential
acquisition candidates in the relatively fragmented under-130 horsepower
market segment.

Achieving cost savings from the integration of acquired operations. The
Company believes that it can realize substantial additional cost savings
from the integration of acquired operations. For example, the Company
anticipates that it can increase purchasing efficiencies for components and
materials, eliminate duplicative overhead costs, streamline production
processes and achieve other economies of scale in areas such as parts
supply, product design and development and dealer finance.

Penetrating international markets. While the Company is the largest North
American manufacturer of telescopic material handlers, its sales of such
products outside North America are relatively modest. The Company is in the
process of "globalizing" its telescopic material handler products to
increase their appeal in international markets. The Company believes that
its acquisition of Snorkel will help it improve its distribution networks
outside North America by utilizing Snorkel's existing sales force,
particularly in the Far East, and by enabling the Company to offer a
broader line of products to international distributors.

33
<PAGE>

PRODUCTS

The Company designs, manufactures and markets telescopic material handlers
and aerial work platforms as its principal product lines. In addition, the
Company manufactures and distributes a variety of other material handling
equipment and attachments and offers parts and service with respect to the
products it sells.

PRO FORMA NET SALES BY PRODUCT CATEGORY(1)
(IN THOUSANDS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPT. 30,
-----------------------------------
1994 1995 1996 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Telescopic material handlers............... $ 75,245 $121,464 $166,041 $221,460
Aerial work platforms...................... 70,400 103,998 146,780 142,889
Other(2)................................... 29,362 45,047 54,237 56,996
-------- -------- -------- --------
Total.................................... $175,007 $270,509 $367,058 $421,345
======== ======== ======== ========
</TABLE>
- --------
(1) The information in the foregoing table reflects the pro forma net sales by
product category of TRAK, Lull and Snorkel for the applicable periods as
if the acquisitions of these companies had occurred on October 1, 1993.
See "Pro Forma Financial Information."
(2) Includes parts and service, skid steer loaders and other miscellaneous
equipment lines and attachments.

Telescopic Material Handlers

Telescopic material handlers are rough terrain vehicles used to transport,
lift and position materials between ground locations, between vehicles and to
elevations up to five stories in height. This equipment is typically utilized
in North America by residential and non-residential building contractors to
handle a wide range of building materials and components, including bricks,
concrete blocks, open-wall panels, roof trusses, lumber, drywall sheets,
structural steel and roofing materials. In addition, by using one or more of
the approximately 40 Company-approved attachments, the Company's telescopic
material handlers can also be used in nontraditional, specialized
applications, such as steel building construction or pole and post hole
drilling. Available attachments include forks and carriages, grapples,
buckets, augers, concrete hoppers and truss booms. End-users for the Company's
telescopic material handlers currently include the construction, military,
agricultural, landscaping and industrial markets.

The Company currently manufactures 15 models of telescopic material handlers
marketed under the SKY TRAK and LULL brand names. These models have rated load
capacities of 5,000, 6,000, 8,000 and 10,000 pounds and possess the capacity
to place loads 28, 36, 37, 42 and 54 feet above the ground. Suggested list
prices for these products range from approximately $60,000 to approximately
$115,000 per unit. Four additional product offerings for use in the logging
and pipe handling industries are marketed under the DYNA LUGGER brand name,
which have rated load capacities up to 30,000 pounds and list prices of up to
$275,000.

Each of the Company's two brands of telescopic handlers has unique
characteristics, which have contributed to strong competitive positions in the
market. The success of the SKY TRAK brand has been built on a reputation for
strong product performance and design innovation, with emphasis on design
simplicity and serviceability. The LULL brand has a long tradition associated
with its patented transfer carriage technology, which facilitates the
precision placement of palletized loads. LULL brand products enjoy a premium
reputation for their ease of operation, durability, and high resale value. The
Company believes the combination of its well-known SKY TRAK and LULL brand
names, its ability to offer the industry's broadest product line, and its
dual-brand distribution strategy provide OmniQuip with competitive advantages
in the telescopic material handler market.

34
<PAGE>

Since 1988, OmniQuip has been the primary supplier of telescopic material
handlers to the United States military. Such products are used by the United
States military for a variety of logistics requirements, including loading
certain types of rocket launchers, loading and unloading military equipment,
and for a variety of other military materials handling tasks. The U.S.
military exclusively used the Company's telescopic material handlers in
Operation Desert Storm. Substantially all of the Company's sales to the U.S.
military were made prior to fiscal 1994 pursuant to previous contracts. In May
1995, the Company was awarded a fixed-price government contract to serve as
sole supplier to the Army of the ATLAS, the latest generation of the military
version of the Company's rough terrain telescopic material handler. ATLAS is
designed as an integral component of the Army's logistics support strategy for
its Rapid Deployment Forces. The contract provides for the supply of the
Army's requirements over a period of four years. The Army has estimated that
its requirements for ATLAS vehicles over this period could range up to a
maximum of 1,200 units, or a maximum contract value of $120 million, although
the Army is not obligated to purchase any specified number of ATLAS vehicles.
The contract also affords the Army an option to order an additional 300 units
above the 1,200 unit maximum. The Company believes that the award of the ATLAS
contract also will provide additional opportunities to market the ATLAS
product directly and through the Army to other branches of the United States
armed forces and to foreign military agencies. See "Risk Factors--ATLAS
Contract."

Aerial Work Platforms

Aerial work platforms are mobile, versatile units designed to position
workers and materials easily in elevated work locations. These platforms are
used primarily by building contractors and commercial and industrial end-users
to enable workers to quickly and easily reach elevated work sites and to
perform tasks inside and outside of buildings at heights up to 126 feet.
Aerial work platforms compete with ladders and scaffolding, but provide
superior flexibility and improved safety features. For example, the
Occupational Safety and Health Administration mandates that individuals
working above a certain height be tethered to prevent potential accidents.
Aerial work platforms allow such workers to comply with the regulation while
at the same time being highly mobile and efficient. The Company manufactures
and markets a full line of boom-type telescoping aerial work platforms. The
Company also manufactures and markets scissor-type aerial work platforms and a
limited range of truck- and trailer-mounted equipment.

The Company manufactures 18 models of boom-type aerial work platforms. The
Company's products include units with straight telescoping booms (with an
optional articulating jib) and units with articulating booms. Aerial work
platforms with straight telescoping booms can place work platforms from 37
feet to 126 feet in height. Units with articulating telescoping booms and
articulating jibs can place work platforms from 33 feet to 60 feet in height.
List prices of the Company's boom-type aerial work platforms range from
approximately $40,000 to $270,000.

The Company also manufactures 11 models of scissor-type aerial work
platforms. Finished-surface ("slab") scissor-type aerial work platforms can
lift platforms 15, 20 or 25 feet from ground to maximum platform extensions.
Rough-terrain scissor-type aerial work platforms have a maximum range of 25,
32 or 40 feet from ground to platform. The list prices of the Company's
scissor-type aerial work platforms range from approximately $13,000 to
$60,000.

Other

Other products manufactured and marketed by the Company include (i) skid
steer loaders (under the SCAT TRAK name), which are compact and versatile
material handling machines used to dig, lift and transport bulk materials,
(ii) telescoping boom devices incorporated into fire trucks, (iii) a limited
range of masonry tenders and buggies and articulated forklifts and loaders,
all of which are used primarily in the masonry industry. In addition, the
Company markets a limited line of straightmast forklifts. The Company also
provides product service support to its distribution networks, and produces
and sells through its distributors a wide range of service parts to maintain
the operational performance of its end products throughout their useful lives.
The sale of service parts provides an important source of revenue and
profitability, as such sales are historically less sensitive to industry
cycles and typically generate higher gross margins than sales of original
equipment. The Company seeks

35
<PAGE>

to provide a high level of parts availability and timely shipments of orders
to maintain the production availability of its products on customer job sites.

MARKETING AND DISTRIBUTION

The Company sells its products to independent equipment dealers for retail
sale and rental and to equipment rental companies, including independent
rental centers and national rental fleets, for rental. The Company has a
multiple brand strategy in its telescopic material handler product line,
maintaining distinct nationwide distribution channels for its principal brand
name products. This strategy provides more complete geographic coverage of the
marketplace and greater flexibility in expanding the Company's dealer network,
while affording the Company the opportunity to realize economies of scale in
providing parts supply, service, attachments, dealer finance, component
purchasing and manufacturing. SKY TRAK and LULL brand telescopic material
handlers and SNORKELIFT and WILDCAT brand aerial work platforms are marketed
to a mix of independent retail dealers, rental centers and national rental
fleets.

Traditionally, independent dealers have focused their efforts on resale of
products to end-users. In recent years, however, many independent dealers have
built their own rental fleets to augment their sales activities. Rental
centers are equipment rental dealers who focus exclusively on renting units on
a daily, weekly or monthly basis to customers whose needs do not require
purchase and full-time utilization of units. National rental fleets are large
equipment rental companies which, through company-owned stores or franchises,
carry out rental activities nationwide.

The Company employs a sales force of approximately 36 field sales managers
and representatives. The Company supports the sales, service and rental
activities of its dealers with product advertising, sales literature, product
training and major trade show participation. OmniQuip seeks to promote end-
user acceptance and continued satisfactory performance of its products
worldwide. The Company pursues this goal in cooperation with a network of
distributors who provide for the maintenance and repair of all OmniQuip
products for end-users. The Company promotes a high level of customer support
through programs which closely monitor the performance of its products with
rental fleets and with end-users. This level of product support is maintained
by a variety of programs and procedures, including: a toll-free technical
assistance program; on-site service representative visits; factory training
programs; organization of product assessment teams facilitated by the service
department; and continuing interaction among distributors, end-users and major
vendors for failure analysis of products both in and out of warranty.

International sales represented approximately 12%, 12% and 10% of pro forma
consolidated net sales, including the acquisitions of Lull and Snorkel, for
the fiscal years ended September 30, 1995, 1996 and 1997, respectively. All of
the Company's products are marketed internationally through dealers, with the
exception of the LULL brand of telescopic material handlers, which are
marketed internationally primarily through an exclusive distribution agreement
with a single United States exporter. International sales represented
approximately 18% of Snorkel's net sales for calendar 1996. Most of Snorkel's
international sales for such periods were made through Snorkel's Australian
subsidiary to Australian and other customers principally located in the Far
East.

Financing

The Company supports its independent dealers in obtaining conventional floor
plan financing and rental fleet financing to assist in the purchase of its
products. Under these financing arrangements, dealers borrow money from
independent lenders on a secured basis for up to five years. Where dealer
financing is provided directly by independent lenders, the Company assists the
financing by providing the independent lenders either a backup guarantee of a
dealer's credit or an undertaking to repurchase used equipment at a discounted
price to market at specified times or under specified circumstances.

At December 31, 1997, approximately $55.1 million of Company-assisted floor
plan and rental fleet financing arrangements were outstanding. The Company's
actual exposure under these financing arrangements is significantly less than
the nominal amount outstanding. With respect to TRAK's dealers, who accounted
for

36
<PAGE>

approximately $48.9 million of the consolidated $55.1 million in dealer
financing outstanding at December 31, 1997, substantially all of the Company's
guarantee obligations for each of the calendar years 1997 and 1998, as well as
losses incurred in connection with repurchase obligations described below, are
limited to the greater of $1.5 million or 5% of the portfolio outstanding at
the previous calendar year end (approximately $2.8 million for 1998). To the
extent that independent lenders providing financing for TRAK's dealers do not
have (or do not exercise) direct recourse against the Company under backup
guarantees, the Company is committed to perform its repurchase undertaking to
reacquire equipment sold to a defaulting dealer at a purchase price equal to
amounts due the independent lender. The Company's actual exposure under these
repurchase arrangements is reduced by underlying equipment values as well as
careful portfolio management, by both the Company and its lenders. At the
present time, an active resale market exists for such equipment. With respect
to Lull's dealers, who accounted for approximately $6.2 million of the
combined $55.1 million in dealer financing outstanding at December 31, 1997,
the Company's guarantee obligations are limited to circumstances where the
independent lender is unable to enforce its lien against financed equipment
(for example, if a dealer has fraudulently sold the equipment out of trust to
a bona fide purchaser for value) or where a dealer defaults on its final,
balloon installment payment (typically due 48 months from shipment). Although
dealer financing has not been material to the sale of Snorkel products
historically, the Company anticipates that it will place greater emphasis on
dealer financing for such products. At December 31, 1997, past due principal
and interest as a percentage of the total portfolio on a consolidated basis
was less than one-half of one percent. The Company's worst loss experience in
recent years occurred in 1991 when TRAK sustained expenses of approximately
$1.0 million as a result of its floor plan financing guarantees. Most of this
loss occurred as the result of dealer fraud, and the Company has taken steps
designed to mitigate future losses through better documentation and collection
techniques.

FACILITIES

The Company's headquarters are located in Port Washington, Wisconsin, and
the Company maintains manufacturing facilities in Minnesota, North Dakota,
Kansas, Missouri and New Zealand. Set forth below is certain information with
respect to the Company's manufacturing facilities.

<TABLE>
<CAPTION>
SQUARE
FOOTAGE OWNED/
LOCATION (APPROXIMATE) LEASED ACTIVITIES/PRODUCTS
- -------- ------------- ------ -------------------------------------
<S> <C> <C> <C>
Port Washington, 150,000 Owned Telescopic material handlers, skid
Wisconsin.............. steer loaders; research and
development
Port Washington, 35,000 Leased(1) Skid steer loader assembly
Wisconsin..............
St. Paul, Minnesota..... 100,000 Owned Telescopic material handlers;
research and development
Oakes, North Dakota..... 30,000 Leased(2) Miscellaneous products and component
parts
Elwood, Kansas.......... 77,000 Owned Aerial work platform assembly
Elwood, Kansas.......... 182,000 Leased(3) Aerial work platform fabrication
Wathena, Kansas......... 50,000 Leased(4) Aerial work platform assembly
St. Joseph, Missouri.... 15,000 Leased(5) Fire service products
Levin, New Zealand...... 15,000 Leased(6) Aerial work platforms
</TABLE>
- --------
(1) The initial term of the lease expires on October 31, 1998. The Company has
the option to renew the lease for successive one-year terms, but the
lessor may terminate such option on 30 days notice.
(2) The initial term of the lease expires on April 1, 2000 (the "Initial
Term"). Upon expiration of the Initial Term, the Company has the option to
purchase the facility or to extend the lease for an additional 30 months
(the "Extended Term"). If the Company chooses to extend the lease term,
lease payments during the Extended Term will be applied to the purchase of
the facility.
(3) The initial term of the lease expires on February 1, 1999. The Company has
the option to renew the lease for three additional terms of five years.
(4) The lease expires on June 30, 2002.
(5) The lease expires on November 17, 2002.
(6) The lease expires on November 17, 2007.

37
<PAGE>

The Company also maintains other leased office and warehouse space in Port
Washington, Wisconsin, St. Joseph, Missouri, Sydney and Melbourne, Australia
and Auckland, New Zealand. The Company anticipates no significant difficulty
in leasing alternative space at reasonable rates in the event of the
expiration, cancellation or termination of a lease relating to any of the
Company's material leased properties. The Company believes that its production
facilities and anticipated plant expansions will be adequate to meet projected
manufacturing volumes, including production of ATLAS telescopic material
handlers, for the foreseeable future.

MANUFACTURING AND RAW MATERIALS

The Company fabricates, welds, machines and assembles the chassis,
telescopic booms, attachments and many component parts for its telescopic
material handlers and aerial work platforms. During the past three years, the
Company has made significant capital investments in its principal Port
Washington, Wisconsin facility to implement robotic welding and a five-station
wash, automatic prime and finish coat paint system and to complete a 25,000
sq. ft. plant addition. In its St. Paul, Minnesota facility, the Company has
invested in machining centers and numerically controlled plasma punching
capability. These investments, along with numerous projects to improve
production flow and material handling, have provided the foundation for
continuing productivity improvements.

In 1995, the Company completed registration under ISO 9001 of its Port
Washington, Wisconsin quality systems, becoming the first telescopic material
handler manufacturer in North America to achieve this recognition. Snorkel is
undergoing the ISO 9001 certification process for its Elwood, Kansas
facilities. Registration under ISO 9001 represents the achievement of an
internationally recognized standard of quality systems implementation and is
important for competing in markets with ISO requirements, such as Europe. In
addition, the United States Department of Defense has mandated the use of ISO
9001 for new procurements, including the ATLAS contract. The Company expects
to implement similar quality system standards in its other facilities.

The Company is continuing to pursue opportunities to reduce costs of
purchased components through consolidation of vendor sources, improvements in
manufacturing methods and integration of operations. The Company also believes
that opportunities exist to achieve manufacturing economies in the production
of telescopic material handlers by combining the production of certain key
components.

The principal raw materials and components used in the manufacturing of the
Company's products are steel, aluminum, engines, transmissions, axles,
hydraulic systems, wheels and tires and cabs. The Company procures its raw
materials and components from multiple vendors, although in the case of
particular models it typically purchases certain components from a single
vendor. Although alternative suppliers are available for all raw materials and
components, the Company could experience delays in obtaining components
meeting the requisite specifications from alternative suppliers in the event a
principal supplier was unable to supply a particular component. In the case of
the ATLAS product supplied to the Army, the governing contract specifies
precisely the source of key component parts utilized in the manufacture of the
ATLAS product. In the event of unavailability of any of these key components,
the Company could be precluded from completing production of ATLAS products in
a timely fashion unless the Army agreed to substitution of an alternative
component. The Company seeks to manage the risk of unavailability of key
components and raw materials by dealing only with substantial, financially
responsible vendors and managing closely its material requirements as well as
its vendor relationships. To date, the Company has not experienced a material
delay in obtaining a satisfactory supply of key components from vendors.

PRODUCT DEVELOPMENT AND ENGINEERING

The Company maintains an active program of product development and
engineering activities designed to upgrade existing product lines and develop
new products. The Company employs approximately 70 employees with experience
in the design of products. On a pro forma basis, including the acquisition of
Lull and Snorkel, for the fiscal years ended September 30, 1995, 1996 and
1997, the Company spent approximately $3.8 million,

38
<PAGE>

$5.2 million, and $5.8 million, respectively, on product development and
engineering activities. Since 1987, the Company has invested in the computer
systems and training of its engineering staff to support the increasing use of
computer-aided design. To decrease product development time, reduce product
development cost, and improve the quality of its new products, the Company has
further invested to implement finite element analysis capability, three-
dimensional solid design, and concurrent engineering. The Company's product
development and engineering efforts during future periods are expected to
emphasize continued product line expansion, design modifications to expand the
worldwide acceptance of its products, and the expanded sourcing of attachments
to improve access to more end-user markets.

WARRANTY AND SERVICE

OmniQuip products are warranted for design, workmanship and material
quality. Warranty lengths vary depending on competitive standards within
individual markets. In general, warranties tend to be for one year and cover
all parts and labor for non-maintenance repairs, provided the repair was not
necessitated by operator abuse. Optional extended warranties, for one to two
years beyond the base period, are available for purchase. Warranty work is
performed only by authorized distributors. Distributors submit claims for
warranty reimbursement to the Company and are credited for the cost of repairs
so long as the repairs meet prescribed standards.

TRADEMARKS AND PATENTS

The Company owns and maintains U.S. trademark registrations for all of its
principal trademarks. The Company owns or otherwise has the right to use these
trademarks in other countries where a significant volume of its products are
sold and where such ownership or right to use is considered necessary to
protect the Company's proprietary rights.

The Company applies for and maintains patents in the United States and
elsewhere where the Company believes such patents are necessary to maintain
the Company's interest in its inventions. Currently, the Company possesses a
patent on three-stage telescopic booms used in the LULL brand of telescopic
material handlers, which expires in 2007. The Company believes this patent
provides it with a competitive advantage in selected markets, but does not
believe that the expiration of this patent would have a material adverse
effect upon its business or ability to compete.

COMPETITION

The markets for the Company's products are highly competitive. The principal
competitive factors include distribution, price, design features, performance,
product reliability and the availability of financing.

In the market for telescopic material handlers, the Company is the largest
North American manufacturer, with an estimated share of 1997 shipments of
telescopic material handlers of approximately 36%, and its principal
competitors include Gradall Industries, Inc. and JCB International Co., Ltd.
Other competitors in the North American market include Case Corporation,
Caterpillar Inc., Gehl Company, Ingersoll-Rand Company, Manitou, S.A.,
Pettibone Corporation and Traverse Lift. Competitors in this market outside
the United States include Caterpillar Inc., FDI/Sambron, JCB International
Co., Ltd., Manitou S.A., the Matbro division of Powerscreen International PLC,
Merlo S.p.A., and Sanderson. The largest manufacturer of aerial work platforms
is JLG Industries, Inc. Other principal competitors include Genie Industries,
Grove Worldwide, Skyjack Inc., Terex Corporation and UpRight, Inc.

Many of the Company's competitors are larger than the Company and possess
significantly greater financial, marketing and technical resources. There can
be no assurance that the Company will not experience significant competition
in the future from large global construction equipment manufacturers and other
competitors or that existing competitors will not take actions which could
adversely affect the Company's operating results.

39
<PAGE>

ENVIRONMENTAL AND SAFETY REGULATION

OmniQuip is subject to federal, state, local and foreign environmental laws
and regulations that impose limitations on the discharge of pollutants into
the environment and establish standards for the treatment, storage and
disposal of toxic and hazardous wastes. The Company is also subject to the
Occupational Safety and Health Act and similar state, local and foreign
statutes. The Company believes it is in material compliance with all
applicable environmental laws and regulations. The Company does not expect any
material impact on future recurring operating costs of compliance with
currently enacted environmental regulations.

Under federal, state and local laws, including the federal Comprehensive
Environmental Response, Compensation, and Liability Act, a current owner or
operator of real property may be held liable for the costs of cleaning up
certain hazardous materials on the property. Similarly, persons who have
arranged for the disposal of hazardous materials on properties owned by third
parties may be held liable for cleanup costs for such properties. In each
case, liability may be imposed without regard to whether the person knew of or
took reasonable acts to prevent the contamination. Liability under such laws
is often joint and several, that is, any single liable person may be required
to bear the entire costs of the environmental cleanup. That person, however,
may usually seek contribution from other responsible persons, if there are
any; and it is typical for groups of responsible parties to apportion
liability among themselves.

The Company regularly conducts an environmental assessment consistent with
recognized standards of due diligence on properties and businesses which it
acquires. To date, these assessments have not identified contamination in
respect of acquired properties that would be reasonably likely to result in a
material adverse effect on the Company's business, results of operations or
financial condition. As a general rule, the Company intends to use such
assessments as part of the evaluation of proposed acquisitions. However, there
can be no assurance that environmental assessments have identified, or will in
the future identify, all material liabilities relating to the Company's
properties and businesses, that any indemnification agreements that can be
negotiated will cover all potential liabilities, or that changes in cleanup
requirements or subsequent events at the Company's properties or at off-site
locations will not result in significant costs to the Company.

PRODUCT LIABILITY AND PRODUCT RECALL

Product liability and personal injury claims are asserted against the
Company from time to time for various injuries alleged to have resulted from
defects in the manufacture and/or design of the Company's products. Product
liability and personal injury claims are covered by the Company's
comprehensive general liability insurance policies, subject to certain
deductible amounts and maximum coverage limits. The Company has reserves for
such deductible amounts, which it believes to be adequate based on its
previous claims experience. However, there can be no assurance that resolution
of product liability and personal injury claims in the future will not have a
material adverse effect on the Company.

From time to time, the Company discovers defects in product design for
existing products which require it to take steps to correct or retrofit, at
the Company's expense, previously sold products. During the year ended
September 30, 1997, the Company substantially completed correcting a defect in
its LULL brand of telescopic material handlers. In 1995, prior to the
acquisition by the Company, Lull established reserves of approximately $2.9
million for the cost of retrofitting such telescopic material handlers. As of
September 30, 1997, substantially all costs associated with this program have
been paid by the Company. The Company also had a reserve of approximately $0.9
million as of December 31, 1996 relating to corrective warranty work being
undertaken with respect to two models of skid steer loaders. As of September
30, 1997, the Company had substantially completed such work.

In connection with the acquisition of Snorkel, the Company assumed
responsibility for a recall program involving HUNTERLIFT scissor lifts
manufactured between 1979 and 1992. The recall was prompted by a compliance
issue with certain voluntary industry standards. The Company has established a
reserve in connection

40
<PAGE>

with the recall program. There can be no assurance, however, that the ultimate
cost of the HUNTERLIFT recall will not exceed the amount of reserves
established by the Company or that the recall will not adversely affect the
Company's reputation and result in a decline in sales of the Company's
products. In connection with the assumption of the recall, the Company has
assumed responsibility for a lawsuit relating to the recall. The lawsuit
currently includes approximately 26 plaintiffs and alleges damages in
connection with the recall. The Company intends to defend the lawsuit
vigorously.

EMPLOYEES

At December 31, 1997, the Company employed approximately 1,500 persons,
including approximately 750 employees employed by its recently acquired
Snorkel operation. Approximately 280 employees at the Company's Port
Washington, Wisconsin facility are covered under a collective bargaining
agreement with the International Association of Machinists and Aerospace
Workers, which expires in November 1998. This is the only collective
bargaining agreement to which the Company is a party. Substantially all of the
approximately 265 employees at the Company's St. Paul, Minnesota facility and
the approximately 60 employees of the Company's Oakes, North Dakota facility
are employed pursuant to a lease arrangement with CBM Industries, Inc., d/b/a
RJ Associates. Under the terms of such agreement, RJ Associates (which is not
an affiliate of the Company) leases employees to the Company and pays the
employees' salaries and benefits. The Company in turn pays RJ Associates a
management fee and reimburses RJ Associates for the employees' salaries and
benefits. The agreement can be terminated by either party upon short notice.
The Company is obligated to hire the leased employees if the Company
terminates the arrangement but continues conducting the operations in which
the employees are engaged. The Company does not anticipate any material
disruption in its business in the event of a termination of this agreement.
The Company has not experienced any work stoppage during the past five years
and considers its relations with employees to be good.

LEGAL PROCEEDINGS

In addition to product liability and personal injury claims, from time to
time, the Company is the subject of legal proceedings, including claims
involving employee matters, commercial matters and similar claims. There are
no such claims currently pending which the Company believes to be material.
The Company maintains comprehensive general liability insurance which it
believes to be adequate for the continued operation of its business.

41
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information about each of the persons
who serve as the Company's directors and executive officers:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
---- --- ---------------------
<S> <C> <C>
P. Enoch Stiff..................... 50 Director, President and Chief Executive
Officer
Philip G. Franklin................. 46 Vice President--Finance, Chief Financial
Officer, Treasurer and Secretary
James H. Hook...................... 52 Vice President
Curtis J. Laetz.................... 53 Vice President
Robert D. Melin.................... 59 Vice President
Paul D. Roblee..................... 45 Vice President
Richard A. Solon................... 44 President of Snorkel International, Inc.
Donald E. Nickelson................ 65 Director and Chairman of the Board
Peter S. Finley.................... 42 Director
Jeffrey L. Fox..................... 37 Director
Samuel A. Hamacher................. 45 Director
Paul W. Jones...................... 49 Director
Jerry E. Ritter.................... 62 Director
Joseph F. Shaughnessy.............. 62 Director
Robert L. Virgil................... 63 Director
</TABLE>

Mr. Stiff has been the President and Chief Executive Officer of the Company
since September 1996 and the President and Chief Executive Officer of TRAK
since August 1989. He previously served as the Chief Operating Officer of TRAK
from November 1987 to August 1989. Prior to joining TRAK, Mr. Stiff served
from 1985 to 1987 as Vice President and General Counsel of Atwood & Morrill
Co., Inc. (a manufacturer of specialty valves for the utility industry) and as
a division counsel with AMCA International (predecessor to United Dominion
Industries, Inc., a diversified manufacturer) from 1983 to 1985.

Mr. Franklin has been the Vice President--Finance and Chief Financial
Officer of the Company since August 1996 and of TRAK since July 1996. Prior to
joining the Company, Mr. Franklin served as Chief Financial Officer for
Monarch Marking Systems, Inc. (a manufacturer of bar code printers) from 1994
to 1996 and as Vice President--Finance for Hill Refrigeration, Inc. (a
manufacturer of refrigerated display cases) from 1990 to 1994. From 1979 to
1990, he served in various financial and general management positions with FMC
Corporation (a manufacturer of chemicals and machinery).

Mr. Hook has been a Vice President of the Company since September 1996 and
of TRAK since July 1996 and previously served as Vice President--Finance and
Chief Financial Officer of TRAK from September 1992 to July 1996. Mr. Hook
previously served as Senior Vice President--Operations for Case Credit
Corporation from 1988 to 1992 and as Senior Vice President of First Interstate
Bancorp from 1982 to 1988.

Mr. Laetz has been a Vice President of the Company since September 1996 and
has held a similar position with TRAK since 1990. Prior to joining TRAK, Mr.
Laetz served as Vice President--Corporate Planning for A.O. Smith Corp. (a
manufacturer of automotive frames, water heaters and electric motors) from
1988 to 1989 and as President of Dynapac Mfg. Co. (a compaction equipment
manufacturer) from 1986 to 1987. He also previously served as Senior Vice
President--Business Development for VME N.V. (a manufacturer of wheel loaders,
off-highway trucks and excavators) from 1985 to 1986.

Mr. Melin has been a Vice President of the Company since August 1996 and has
held the same

42
<PAGE>

position with TRAK since 1988. Prior to joining TRAK, Mr. Melin served as Vice
President of Manufacturing of AMCA International from 1986 to 1988. He
previously spent 20 years with the General Electric Corporation in a variety
of senior operating, engineering and managerial assignments.

Mr. Roblee has been a Vice President of the Company since January 1998 and
the Vice President--Sales of TRAK since 1991. He previously served as the
Director of Human Resources of TRAK from 1988 to 1991. Prior to joining TRAK,
Mr. Roblee served from 1983 to 1988 in a variety of managerial positions with
Inryco, a subsidiary of Inland Steel Company.

Mr. Solon is the President of Snorkel, a wholly-owned subsidiary of the
Company. Prior to the Company's acquisition of Snorkel from Figgie in November
1997, Mr. Solon served as President of Snorkel since 1991. Mr. Solon served in
various management positions with Figgie from 1979 until 1991.

Mr. Nickelson has been the Vice Chairman of Harbour Group Industries, Inc.
("Harbour Group") (a company which provides corporate development services to
its affiliates) since 1991. From 1988 to 1990, he served as President of Paine
Webber Group (an investment banking and brokerage firm). Mr. Nickelson
currently serves as a trustee of Mainstay Mutual Funds and as a director of
Carey Diversified LLC and Sugen Inc. Mr. Nickelson was elected a director of
the Company in September 1996.

Mr. Finley is a private investor. Mr. Finley served as the Senior Managing
Director of Harbour Group from 1997 to 1998. He previously served as the
Senior Vice President--Corporate Development since 1990 and the Vice President
of Harbour Group from 1985 to 1990. Mr. Finley currently serves as a member of
the Advisory Board of Harbour Group. Mr. Finley was elected a director of the
Company in August 1995.

Mr. Fox has been Vice Chairman--Operations of Harbour Group, Ltd. ("HGL")
(an affiliate of Harbour Group which provides operations management services
to manufacturing affiliates of Harbour Group), since September 1997. Mr. Fox
served as Group President of HGL from 1995 until September 1997. Mr. Fox
previously served as President of Engineered Polymers Corporation (a
manufacturer of plastic material handling products) from 1992 to 1995 and as
President of Size Control Company (a manufacturer of precision gauges) from
1989 to 1992, both of which were affiliates of Harbour Group. Mr. Fox was
elected a director of the Company in September 1996.

Mr. Hamacher has been the Executive Vice President of Harbour Group, in
charge of corporate development since January 1992. From January 1988 to
January 1992, he was the Vice President--Finance of HGL. Mr. Hamacher was
elected a director of the Company in August 1995.

Mr. Jones has been the President of Greenfield Industries, Inc. since
November 1989 and its Chief Executive Officer since May 1993. From 1988 to
1989, he served as General Manager--Manufacturing for General Electric
Transportation Systems. Prior to that time, Mr. Jones was the General Manager
of General Electric Drives, Motor and Generator Operations. Mr. Jones was
elected a director of the Company in April 1997.

Mr. Ritter has been a consultant to Anheuser-Busch Companies, Inc. and
Chairman of the Board of Clark Enterprises, Inc., the general partner of the
Kiel Center and the St. Louis Blues Hockey Club, since July 1996. From March
1990 to June 1996, he served as Executive Vice President and Chief Financial
and Administrative Officer for Anheuser-Busch Companies, Inc. Mr. Ritter
currently serves as a director of The Earthgrains Co., Brown Group, Inc. and
The O'Gara Company and as a trustee of the NationsBank Private Client Services
Board. Mr. Ritter was elected a director of the Company in April 1997.

Mr. Shaughnessy has been President, Chief Executive Officer and Chairman of
the Board of BSI Constructors Inc., a general contractor and construction
manager, since 1989, a company which he co-founded in 1972 and for which he
served as President from 1974 to 1989. Mr. Shaughnessy is a member of the
advisory board of NationsBank, N.A. in St. Louis, Mo. Mr. Shaughnessy was
elected a director of the Company in April 1997.

43
<PAGE>

Mr. Virgil has been a principal of Edward Jones & Co., a retail investment
firm, since September 1993. He previously served as a professor of accounting
at the John M. Olin School of Business, Washington University, St. Louis,
Missouri from 1964 to September 1993 and was dean of the School of Business
from 1978 to 1993 and Executive Vice Chancellor of University Relations from
1992 to 1993. He is currently a member of the Board of Directors of CPI
Corporation, General American Life Insurance Company and Maritz, Inc. Mr.
Virgil was elected a director of the Company in April 1997.

The Board of Directors is divided into three classes serving staggered terms
as follows: Class I, comprised of three persons and serving for a term
expiring at the 2000 Annual Meeting of Stockholders; Class II, comprised of
three persons and serving for a term expiring at the 2001 Annual Meeting of
Stockholders; and Class III, comprised of three persons and serving for a term
expiring at the 1999 Annual Meeting of Stockholders. Mr. Stiff, Mr. Nickelson
and Mr. Jones have been elected as Class I directors, Mr. Finley, Mr. Fox and
Mr. Ritter have been elected as Class II directors, and Mr. Hamacher, Mr.
Shaughnessy and Mr. Virgil have been elected as Class III directors. Following
the expiration of the initial term, directors will serve for three year terms.
The executive officers serve at the pleasure of the Board of Directors of the
Company.

The Company presently maintains an Executive Committee, consisting of Mr.
Fox, as Chairman, Mr. Hamacher, Mr. Jones, Mr. Nickelson and Mr. Stiff, an
Audit Committee, consisting of Mr. Ritter, as Chairman, Mr. Jones, Mr.
Shaughnessy and Mr. Virgil, a Compensation and Options Committee, consisting
of Mr. Hamacher, as Chairman, Mr. Finley, Mr. Nickelson, Mr. Ritter and Mr.
Shaughnessy, an Incentive Plan Committee, consisting of Mr. Ritter and Mr.
Shaughnessy, and a Nominating Committee, consisting of Mr. Hamacher, Mr.
Nickelson and Mr. Virgil.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid or accrued by the
Company for services rendered during the fiscal years indicated to the chief
executive officer and each of the Company's executive officers whose total
salary and bonus exceeded $100,000 for such fiscal year (the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- -----------------------
STOCK OPTION
OTHER ANNUAL AWARDS LTIP ALL OTHER
NAME & PRINCIPAL POSITION FISCAL YEAR SALARY (1) BONUS COMPENSATION(4)(5) (IN SHARES) PAYOUTS(8) COMPENSATION
- ------------------------- ----------- ---------- -------- ------------------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
P. Enoch Stiff.......... 1997 $178,939 $134,924(2) $25,237(6) 275,000 $87,575 $1,045(9)
President and Chief 1996 174,736 102,000 9,865(6) -- -- 35,009(10)
Executive Officer 1995 166,434 67,928 2,151 -- -- 17,988(10)
Philip G. Franklin...... 1997 145,000 332,234(3) 9,587 40,000 -- 5,482(11)
Vice President-Finance, 1996 26,769 -- -- -- -- 4,155(11)
Chief Financial
Officer, Treasurer and
Secretary(14)
James H. Hook........... 1997 107,363 50,763(2) 10,244(7) 99,375 35,100 922(9)
Vice President 1996 105,123 38,250 5,885(7) -- -- 13,637(12)
1995 100,679 27,416 3,334 -- -- 6,663(12)
Curtis J. Laetz......... 1997 106,837 50,563(2) 10,260(7) 99,375 36,099 916(9)
Vice President 1996 104,606 38,063 4,714(7) -- -- 13,569(13)
1995 101,499 28,787 3,378 -- -- 7,837(13)
</TABLE>
- --------
(Footnotes on following page)

44
<PAGE>

- --------
(1) Includes amounts deferred under the 401(k) feature of the Company's
Retirement Income Savings Plan.
(2) Includes a non-recurring bonus paid in connection with the Company's
initial public offering.
(3) Includes a non-recurring signing bonus and non-recurring bonuses paid in
connection with the Company's initial public offering.
(4) Excludes certain personal benefits, the total value of which was less
than 10% of the total annual salary and bonus for each of the executives.
(5) Includes amounts contributed by the Company under the Company's
Retirement Income Savings Plan.
(6) Includes bonuses of $15,961 in fiscal 1997 and $4,504 in fiscal 1996 paid
to reimburse the interest cost on a promissory note used to purchase
certain shares of Common Stock. See "Certain Transactions--Agreements
with Existing Stockholders."
(7) Includes bonuses of $5,611 in fiscal 1997 and $1,584 in fiscal 1996 paid
to reimburse the interest cost on promissory notes used to purchase
certain shares of Common Stock. See "Certain Transactions--Agreements
with Existing Stockholders."
(8) Reflects amounts paid out under a deferred compensation plan which
permitted the senior management and directors to defer 25% of their
annual bonus for a period of three years. This arrangement was terminated
in fiscal 1996.
(9) Reflects amount paid for premiums on a life insurance policy.
(10) Reflects amounts accrued under the Company's deferred compensation plan
described in note 8 above and $1,009 and $1,006 paid in fiscal 1996 and
1995, respectively, for premiums on a life insurance policy.
(11) Reflects $142 paid in premiums on a life insurance policy in fiscal 1997
and relocation expenses of $5,340 and $4,155 paid in fiscal 1997 and
1996, respectively.
(12) Reflects amounts accrued under the Company's deferred compensation plan
described in note 8 above and $887 and $609 paid in fiscal 1996 and 1995,
respectively, for premiums on a life insurance policy.
(13) Reflects amounts accrued under the Company's deferred compensation plan
described in note 8 above and $881 and $640 paid in fiscal 1996 and 1995,
respectively, for premiums on a life insurance policy.
(14) Mr. Franklin joined the Company as Vice President--Finance and Chief
Financial Officer of TRAK in July 1996.

Long-Term Incentive Plan. In September 1996, the Company established the
Long-Term Incentive Plan pursuant to which equity incentives covering up to
1,600,000 shares of Common Stock may be awarded to key officers and employees
of the Company. The Long-Term Incentive Plan is intended to promote the
interests of the Company and its stockholders by attracting and retaining
exceptional executive personnel and other key employees of the Company and its
subsidiaries, motivating such employees by means of stock options and
performance-related incentives to achieve long-range performance goals, and
enabling such employees to participate in the long-term growth and financial
success of the Company. The Long-Term Inventive Plan was administered by the
Board of Directors prior to the Company's initial public offering and
thereafter by the Incentive Plan Committee, which consists solely of two
directors who are "non-employee directors" as defined in Rule 16b-3 under the
Exchange Act and "outside directors" as defined in Section 162(m) of the
Internal Revenue Code of 1986 (the "Code").

The Long-Term Incentive Plan provides for the granting of four types of
awards on a stand alone, combination, or tandem basis, including incentive
stock options, nonqualified stock options, restricted shares and performance
stock awards. The Long-Term Incentive Plan provides for the award of up to a
total of 1,600,000 shares of Common Stock, provided that the total number of
shares with respect to which awards are granted in any one fiscal year may not
exceed 100,000 shares to any individual employee and 400,000 shares in the
aggregate, and the total number of shares with respect to which grants of
restricted and performance stock awards are made in any one fiscal year shall
not exceed 50,000 shares to any individual employee and 100,000 shares in the
aggregate (subject, in each case, to adjustment in the event of a stock split,
stock dividend, combination or exchange of shares, exchange for other
securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization, or other such change). No payments or
contributions are required to be made by the employees who participate in the
Long-Term Incentive Plan other than the payment of any purchase price upon the
exercise of a stock option.

A stock option award grants the right to buy a specified number of shares of
Common Stock at a fixed exercise price during a specified time, and subject to
such other terms and conditions, all as the Incentive Plan Committee may
determine; provided that the exercise price of any stock option shall not be
less than 100% of the fair market value of the Common Stock on the date of
grant of the award. An incentive stock option award granted pursuant to the
Long-Term Incentive Plan is an award in the form of a stock option which
complies with the requirements of Section 422 of the Code or any successor
provision as it may be amended from time to time.

45
<PAGE>

All other stock option awards granted under the Long-Term Incentive Plan are
nonqualified stock options. The exercise price of all stock option awards
under the Long-Term Incentive Plan is payable, at the Incentive Plan
Committee's discretion, in cash, in shares of already owned Common Stock of
the Company, in any combination of cash and shares, or any other method deemed
appropriate by the Incentive Plan Committee. Each option grant may be
exercised in whole, at any time, or in part, from time to time, after the
grant becomes exercisable.

A grant of restricted shares pursuant to the Long-Term Incentive Plan is a
transfer of shares of Common Stock, subject to such restrictions, if any, on
transfer or other incidents of ownership, for such periods of time as the
Incentive Plan Committee may determine. The certificates representing the
restricted shares will be held by the Company as escrow agent until the end of
the applicable period of restriction, during which time the shares may not be
sold, transferred, gifted, bequeathed, pledged, assigned or otherwise
alienated or hypothecated, voluntarily or involuntarily, except as otherwise
provided in the Long-Term Incentive Plan. However, during the period of
restriction, the recipient of restricted shares will be entitled to vote the
restricted shares and to retain cash dividends paid thereon.

A performance stock award is a right granted to an employee to receive
restricted shares that are not issued to the employee until after the
satisfaction of the performance goals during a performance period. A
performance stock award is earned by the employee over a time period
determined by the Incentive Plan Committee on the basis of performance goals
established by the Incentive Plan Committee at the time of grant. Performance
goals established by the Incentive Plan Committee may be based on one or more
of the following criteria: earnings or earnings growth; earnings per share;
return on equity, assets, capital employed or investment; revenues or revenue
growth; gross profit; gross margin; operating profit; operating margin;
operating cash flow; stock price appreciation and total shareholder return. If
the performance goals set by the Incentive Plan Committee are not met, no
restricted shares will be issued pursuant to the performance stock award. To
be entitled to receive a performance stock award, an employee must remain in
the employment of the Company or its subsidiaries through the end of the
performance period, but the Incentive Plan Committee may provide for
exceptions to this requirement as it deems equitable in its sole discretion.

In the event of a change of control of the Company, the following may, in
the sole discretion of the Incentive Plan Committee, occur with respect to the
employee awards outstanding: (i) automatic lapse of all restrictions and
acceleration of any time periods relating to the exercise or vesting of stock
options and restricted shares so that awards may be immediately exercised or
vested; and automatic satisfaction of performance goals on a pro rata basis
with respect to the number of restricted shares issuable pursuant to a
performance stock award so that such pro rata or other portion of such
restricted shares may be immediately vested; (ii) upon exercise of a stock
option during the 60-day period after the date of a change of control, the
participant exercising the stock option may, in lieu of the receipt of Common
Stock, elect by written notice to the Company to receive a cash amount equal
to the excess of the aggregate value of the shares of Common Stock covered by
the stock option, over the aggregate exercise price of the stock option; (iii)
following a change of control, if a participant's employment terminates for
any reason other than retirement or death, any stock options held by the
participant may be exercised until the earlier of three months after the
termination of employment or the expiration date of such stock option; and
(iv) all awards become non-cancelable.

Except as otherwise provided in the Long-Term Incentive Plan, the Board may
at any time terminate, and, from time to time, amend or modify the Long-Term
Incentive Plan. Any such action of the Board may be taken without the approval
of the Company's stockholders, but only to the extent that such stockholder
approval is not required by applicable law or regulation. Furthermore, no
amendment, modification, or termination of the Long-Term Incentive Plan shall
adversely affect any awards already granted to a participant without his or
her consent. No amendment or modification of the Long-Term Incentive Plan may
change any performance goal, or increase the benefits payable for the
achievement of a performance goal, once established for a performance stock
award.

Executive Stock Option Plan. In 1996, the Company adopted the 1996 Executive
Stock Option Plan, a description of which is contained in this Prospectus
under the caption "Certain Transactions--Agreements with Existing
Stockholders."

46
<PAGE>

OPTIONS

The following table sets forth information concerning options granted during
the fiscal year ended September 30, 1997 under the Company's stock option
plans to the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE
SECURITIES PERCENTAGE OF TOTAL VALUE AT ASSUMED
UNDERLYING OPTIONS GRANTED PER SHARE ANNUAL RATES OF STOCK
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION PRICE APPRECIATION
NAME GRANTED FISCAL 1997 PRICE DATE FOR OPTION TERM(3)
- ---- ---------- ------------------- --------- ---------- ---------------------
5% 10%
---------------------
<S> <C> <C> <C> <C> <C> <C>
P. Enoch Stiff.......... 225,000 40.0%(1) * 3/20/07 -- --
50,000 13.7(2) $14.00 3/20/07 $ 440,226 $ 1,115,620
Philip G. Franklin...... 40,000 11.0(2) 14.00 3/20/07 352,181 892,496
James H. Hook........... 84,375 15.0(1) * 3/20/07 -- --
15,000 4.1(2) 14.00 3/20/07 132,068 334,686
Curtis J. Laetz......... 84,375 15.0(1) * 3/20/07 -- --
15,000 4.1(2) 14.00 3/20/07 132,068 334,686
</TABLE>
- --------
* Indicates per share exercise price is the current market price on the date
of exercise.
(1) Options to acquire a total of 562,500 shares were granted under the 1996
Executive Stock Option Plan (the "Executive Plan") in fiscal 1997, the
purpose of which was to alleviate certain adverse securities laws
consequences to the plan participants. All options granted under the
Executive Plan were exercised in April 1997. The exercise price of all
options was the current market price on the date of exercise and all
options exercised were exercised only by exchanging shares of previously
owned Common Stock. See "Certain Transactions--Agreements with Existing
Stockholders."
(2) Options to acquire a total of 363,750 shares were granted under the Long-
Term Incentive Plan in fiscal 1997, the purpose of which is to provide a
financial incentive to key employees who are in a position to make
significant contributions to the Company. Options granted to the Named
Executive Officers were granted on the date of the Company's initial
public offering and have an exercise price equal to the initial offering
price of the Common Stock. Options become exercisable with respect to one
fourth of the shares covered thereby on each anniversary of the date of
grant, commencing on the second anniversary of such date.
(3) Potential realizable value is calculated based on an assumption that the
price of the Company's Common Stock appreciates at the annual rate shown
(5% and 10%), compounded annually, from the date of grant of the option
until the end of the option term. The value is net of the exercise price
but is not adjusted for the taxes that would be due upon exercise. The 5%
and 10% assumed rates of appreciation are mandated by the rules of the
Securities and Exchange Commission (the "SEC") and do not in any way
represent the Company's estimate or projection of future stock prices.

47
<PAGE>

The following table sets forth information concerning option exercises and
the value of unexercised options held by the Named Executive Officers as of
September 30, 1997.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997 AND
FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED, IN-
OPTIONS AT THE-MONEY OPTIONS AT
SHARES SEPTEMBER 30, 1997 SEPTEMBER 30, 1997
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
P. Enoch Stiff.......... 225,000 0(1) -- 50,000 -- $218,750(2)
Philip G. Franklin...... -- -- -- 40,000 -- 175,000(2)
James H. Hook........... 84,375 0(1) -- 15,000 -- 65,625(2)
Curtis J. Laetz......... 84,375 0(1) -- 15,000 -- 65,625(2)
</TABLE>
- --------
(1) The options exercised by these officers were exercisable at the current
market price on the date of exercise and all options were exercised only
by exchanging shares of previously owned Common Stock. See "Certain
Transactions--Agreements with Existing Stockholders."
(2) Calculated on the basis of the closing bid price of $18 3/4 on September
30, 1997 and an exercise price per share of $14.00 for options held by
each of these officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the Company's initial public offering, the Company did not have a
compensation committee. Following the acquisition of TRAK, executive
compensation had been determined by the entire Board of Directors, which until
September 30, 1996 consisted of Samuel A. Hamacher, James C. Janning and Peter
S. Finley. Prior to the acquisition of TRAK, executive compensation had been
determined by TRAK's then-constituted Board of Directors. Prior to the
Company's initial public offering, Messrs. Hamacher, Janning and Finley also
served as Executive Vice President, President and Vice President,
respectively, of the Company. Messrs. Hamacher, Janning and Finley were not
compensated for their positions as directors or officers prior to the
Company's initial public offering. In April 1997, the Company formed a
Compensation and Options Committee, which does not include any executive
officers of the Company. The members of the Compensation and Options Committee
are Messrs. Finley, Hamacher, Nickelson, Ritter and Shaughnessy.

COMPENSATION OF DIRECTORS

Each director who is not an employee of the Company is entitled to receive
an annual fee of $10,000 and additional fees of $750 for attendance at each
meeting of the full Board of Directors and $500 for attendance at each meeting
of a committee of the Board of Directors. Directors are also entitled to
reimbursement for their expenses incurred in attending meetings.

Directors Stock Option Plan. The Company maintains a 1996 Directors Non-
Qualified Stock Option Plan (the "Directors Plan") which provides for the
granting of options to the Company's directors who are not employees of the
Company, for up to an aggregate 250,000 shares of Common Stock.

The Directors Plan, by its express terms, provided for the grant of options
thereunder to each eligible director serving on March 20, 1997, the date of
the Company's initial public offering, with respect to 10,000 shares of Common
Stock, and an additional option to the Chairman of the Board of Directors
(provided he was an eligible director) with respect to 5,000 shares of Common
Stock, in each case at the initial public offering

48
<PAGE>

price of $14.00 per share. In addition, the Directors Plan provides for the
grant of options to each person first becoming an eligible director subsequent
to the date of the Company's initial public offering with respect to 10,000
shares of Common Stock and the grant of an additional option to each person
first becoming Chairman of the Board subsequent to such date (provided such
person is an eligible director) with respect to 5,000 shares of Common Stock.

Options granted or to be granted under the Directors Plan become exercisable
over a five-year period from the date of grant. All options granted under the
Directors Plan expire ten years from the date of grant.

Options granted or to be granted under the Directors Plan are
nontransferable, and the exercise price must be equal to the fair market value
of the Common Stock on the date of grant. Upon exercise, the exercise price
must be paid in full in cash or such other consideration as the Board or any
committee thereof may permit.

Set forth below is information with respect to options outstanding under the
Director Stock Option Plan:

<TABLE>
<CAPTION>
EXERCISE PRICE
NAME DATE OF GRANT NUMBER OF SHARES PER SHARE
- ---- ------------- ---------------- --------------
<S> <C> <C> <C>
Peter S. Finley................... 3/20/97 10,000 $14.00
Jeffrey L. Fox.................... 3/20/97 10,000 14.00
Samuel A. Hamacher................ 3/20/97 10,000 14.00
Paul W. Jones..................... 4/10/97 10,000 13.25
Donald E. Nickelson............... 3/20/97 15,000 14.00
Jerry E. Ritter................... 4/10/97 10,000 13.25
Joseph F. Shaughnessy............. 4/10/97 10,000 13.25
Robert L. Virgil.................. 4/10/97 10,000 13.25
</TABLE>

Except as set forth above, no options have been granted under the Directors
Plan, and no outstanding options are presently exercisable.

INDEMNIFICATION AND LIMITATION OF LIABILITY

The Company's Restated Certificate of Incorporation provides that the
Company's directors are not liable to the Company or its stockholders for
monetary damages for breach of their fiduciary duties, except under certain
circumstances, including breach of the director's duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law or any transactions from which the director derived improper
personal benefit. The Company's By-Laws provide for the indemnification of the
Company's directors and officers, to the full extent permitted by the Delaware
General Corporation Law. See "Description of Capital Stock--Certain
Certificate of Incorporation and By-Law Provisions."

49
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth, as of February 18, 1998 and as adjusted to
reflect the Offering, certain information concerning the beneficial ownership
of Common Stock by (a) each stockholder selling in this Offering
(collectively, the "Selling Stockholders"), (b) each stockholder who is known
by the Company to own beneficially in excess of 5% of the outstanding Common
Stock, (c) each director of the Company, (d) each of the Named Executive
Officers, and (e) all directors and executive officers as a group. See
"Underwriters." Except as otherwise indicated, all persons listed below have
sole voting and investment power with respect to their shares of Common Stock.
The Common Stock constitutes the only class of equity securities outstanding.
See "Description of Capital Stock."

<TABLE>
<CAPTION>
OWNERSHIP PRIOR TO OWNERSHIP AFTER
THE OFFERING THE OFFERING
-------------------- --------------------
SHARES OF SHARES OF
NAME OF BENEFICIAL OWNER COMMON STOCK PERCENT COMMON STOCK PERCENT
------------------------ ------------ ------- ------------ -------
<S> <C> <C> <C> <C>
Investments L.P.(1).................. 3,700,800 26.0% 408,600 2.9%
Uniquip L.P.(2)...................... 345,869 2.4 38,069 *
P. Enoch Stiff(3).................... 562,550 3.9 562,550 3.9
The Prudential Insurance Company of
America(4).......................... 786,600 5.5 786,600 5.5
Philip G. Franklin(5)................ 16,000 * 16,000 *
James H. Hook(6)..................... 84,675 * 84,675 *
Curtis J. Laetz(6)................... 84,575 * 84,575 *
Donald E. Nickelson(7)(8)............ -- -- -- --
Peter S. Finley(9)................... 96,336 * 96,336 *
Jeffrey L. Fox(7)(10)................ --
Samuel A. Hamacher(7)(10)............ 5,000 * 5,000 *
Paul W. Jones(11).................... 2,000 * 2,000 *
Jerry E. Ritter(10).................. 2,500 * 2,500 *
Joseph F. Shaughnessy(10)............ 3,000 * 3,000 *
Robert L. Virgil(10)................. -- -- -- --
Total................................ 5,689,905 39.9% 2,089,905 14.7%
All directors and executive officers
as a group
(15 persons)(6)..................... 1,035,386 7.3% 1,035,386 7.3%
</TABLE>
- --------
* Less than 1.0%.

(1) Assumes no exercise of the over-allotment option. If the over-allotment
option is exercised in full, the total shares of Common Stock to be sold
by Investments L.P. would be 3,700,800, representing all of the shares of
Common Stock owned prior to the Offering. Investments L.P. is a Delaware
limited partnership whose address is 7701 Forsyth Boulevard, St. Louis,
Missouri 63105. Its general partner is Harbour Group III Management Co.,
L.P., a Delaware limited partnership whose general partner is HGM III
Co., a Delaware corporation controlled by Sam Fox. Investments L.P. was
organized to make subordinated debt and equity investments in certain
operating companies controlled by Harbour Group Industries, Inc. and its
affiliates. Its limited partners consist mainly of institutional
investors.

(2) Assumes no exercise of the over-allotment option. If the over-allotment
option is exercised in full, the total shares of Common Stock to be sold
by Uniquip L.P. would be 345,869, representing all of the Shares of
Common Stock owned prior to the Offering. Uniquip L.P. is a Delaware
limited partnership whose address is 7701 Forsyth Boulevard, St. Louis,
Missouri 63105. Its general partner is Harbour Group Industries, Inc., a
Missouri corporation controlled by Sam Fox.

(3) Assumes no exercise of the over-allotment option. If the over-allotment
option is exercised in full, the total shares of Common Stock to be sold
by P. Enoch Stiff would be 60,000 and his ownership after the Offering
would be 502,550 shares of Common Stock, or 3.5% of the outstanding
Common Stock. Excludes 50,000 shares issuable pursuant to options granted
under the Incentive Plan which are not currently exercisable. References
in this Prospectus to "Selling Stockholders" in connection with the over-
allotment option shall be deemed to include Mr. Stiff.

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<PAGE>

(4) Information obtained from Schedule 13G dated February 10, 1998. The
Prudential Insurance Company of America is a mutual insurance company
organized under the laws of the State of New Jersey whose address is 751
Broad Street, Newark, New Jersey 07102.
(5) Excludes 40,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan which are not currently exercisable.

(6) Excludes 15,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan which are not currently exercisable.
(7) Excludes shares owned by Uniquip L.P. and Investments L.P. Each of these
individuals is an officer and/or director of affiliates of Uniquip L.P.
and/or Investments L.P. and each such person disclaims beneficial
ownership of shares beneficially owned by Uniquip L.P. and Investments
L.P.
(8) Excludes 15,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
(9) Represents 94,836 shares directly owned by Mr. Finley and 1,500 shares
indirectly owned by Mr. Finley as custodian for his children. Excludes
10,000 shares issuable pursuant to options granted under the Directors
Plan which are not currently exercisable.
(10) Excludes 10,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
(11) Excludes 500 shares owned by his wife as to which Mr. Jones disclaims any
beneficial ownership and 10,000 shares issuable pursuant to options
granted under the Directors Plan which are not currently exercisable.

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CERTAIN TRANSACTIONS

RELATED PARTY TRANSACTIONS

On August 16, 1995, Investments L.P., Uniquip L.P. and P. Enoch Stiff
purchased 9,225,000 shares, 1,125,000 shares and 337,500 shares, respectively,
of the Company's Common Stock for approximately $0.56 per share payable
$5,209,411.76 in cash, $600,000 in cash and $35,294.12 by a promissory note
and $190,588.24 in cash, respectively. On September 20, 1995, Mr. Stiff
purchased an additional 225,000 shares of the Company's Common Stock for
approximately $0.56 per share payable $200 in cash and $126,859 by a
promissory note. On September 20, 1995, James H. Hook, Curtis J. Laetz, Robert
D. Melin and Paul D. Roblee each purchased 84,375 shares of the Company's
Common Stock for approximately $0.56 per share payable $75 in cash and $47,572
by a promissory note. Investments L.P. and Uniquip L.P., together the
beneficial owners of approximately 28.4% of the outstanding Common Stock, are
under the common control of Sam Fox. See "Principal and Selling Stockholders."

In connection with the acquisitions of TRAK and Lull, the Company incurred
junior subordinated indebtedness evidenced by subordinated notes (the
"Subordinated Notes") in the principal amounts of $2,000,000 and $14,000,000,
respectively. Investments L.P. held the subordinated note in the principal
amount of $2,000,000 and guaranteed the Company's obligations under the
subordinated note in the principal amount of $14,000,000. The Company repaid
the entire balance of indebtedness outstanding under the Subordinated Notes
from the net proceeds received by the Company from its initial public
offering.

The Company engages HGL and Harbour Group, affiliates of Investments L.P.
and Uniquip L.P., to provide certain management consulting services to the
Company for which payments totaling $60,000, $668,000 and $601,000 were made
by the Company to HGL for the fiscal years ended September 30, 1995, 1996 and
1997, respectively. In connection with the acquisitions of TRAK, Lull and
Snorkel, the Company paid fees to Harbour Group and affiliates of
approximately $1,224,000 in the aggregate for investment banking, corporate
development and other services. The Company has entered into an Operations
Consulting and Advisory Services Agreement (the "HGL Services Agreement") with
HGL, pursuant to which HGL will continue to provide management consulting
services to the Company for a one-year term from September 30, 1996, which
term automatically renews from year to year until terminated by the Company or
HGL upon 30 days notice. Under the HGL Services Agreement, the Company will
compensate HGL for management consulting services at HGL's approximate costs
incurred in performing such services. The Company has also entered into a
Corporate Development Consulting and Advisory Services Agreement (the "HGI
Services Agreement") with Harbour Group, an affiliate of HGL, pursuant to
which Harbour Group will continue to provide corporate development services to
the Company for a one-year term from September 30, 1996, which term
automatically renews from year to year until terminated by the Company or
Harbour Group upon 30 days notice. Under the HGI Services Agreement, the
Company will compensate Harbour Group for corporate development services by
paying an annual fee equal to the greater of $100,000 or Harbour Group's
approximate costs incurred in performing such services, plus a transaction fee
equal to an amount which ranges from two and one half percent of the first
$1.0 million of the purchase price to one half of one percent of the portion
of the purchase price in excess of $4.0 million for each completed acquisition
or disposition by the Company during the term of the HGI Services Agreement,
subject to a minimum fee per transaction of $125,000.

The Company was included in an insurance program maintained by HGL providing
workers compensation and employer's liability, general liability and
automobile liability and physical damage insurance coverage for all companies
controlled by Harbour Group or its affiliates. The insurance program included
a retrospective rating plan and automatic premium adjustment plan, which
provided for calculations of the premiums for the insurance program based on
the application of rating formulae to actual incurred losses and reserves for
future losses which required adjustment of the premiums retrospectively. The
Company also entered into an Insurance Agreement with HGL pursuant to which it
had agreed to reimburse HGL, and HGL had agreed to reimburse the Company, for
their respective pro rata shares of any retrospective premium adjustment. The
Company substantially ceased participation in the insurance program upon
completion of its initial public offering. The Company continued to

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<PAGE>

participate in a similar program administered by HGL providing commercial
umbrella and excess umbrella coverage until November 1997. The Company did not
experience any difficulty in obtaining comparable insurance and the costs of
such insurance have not been materially different from that charged under the
HGL program.

The Company believes that each of the related party transactions described
herein was on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties.

AGREEMENTS WITH EXISTING STOCKHOLDERS

As described above, Mr. Stiff, on August 16, 1995, acquired 337,500 shares
of Common Stock for $190,588.24 in cash, a price determined by the Board of
Directors of the Company. In connection with the purchase of such shares of
Common Stock, Mr. Stiff entered into an Investment Agreement with Investments
L.P. and the Company (the "Investment Agreement") providing for, among other
things, restrictions on transfer of such shares, registration rights with
respect to such shares, the grant of an option to Investments L.P. to purchase
such shares in certain circumstances, a right of first refusal for Investments
L.P. in the event of certain offers to purchase such shares, "tag-along" and
"drag-along" rights in the event of certain sales of the Common Stock by
Investments L.P., a right to acquire additional securities of the Company in
order for Mr. Stiff to maintain his percentage of equity interest in the
Company under certain circumstances and a right to make additional investments
in the Company in accordance with his pro rata share of the issued Common
Stock in certain circumstances. In connection with the Investment Agreement,
Mr. Stiff entered into a Participation Agreement with Investments L.P.,
pursuant to which Mr. Stiff purchased a 3% interest in $2,000,000 in principal
amount of a junior subordinated note issued by TRAK and made payable to
Investments L.P. The Company repaid the entire balance of the indebtedness
outstanding under such subordinated note from the net proceeds received by the
Company from its initial public offering.

Also as described above, Mr. Stiff, together with Messrs. Hook, Laetz, Melin
and Roblee on September 20, 1995, acquired Common Stock at prices determined
by the Board of Directors of the Company, and the purchase price therefor was
paid partly in cash and partly by delivery of promissory notes payable to the
Company. The payment obligations of the stockholders under their respective
promissory notes are secured by all or some portion of the purchased shares
pursuant to stock pledge agreements entered into by each stockholder and the
Company. Such notes have a ten-year maturity, bear interest at a fixed rate of
interest of 6.56% per annum and are payable interest only annually, with one
principal payment at maturity. In connection with such promissory notes, the
Company agreed to pay annual bonuses to such stockholders in amounts equal to
the annual interest payments on the notes plus all federal and state income
taxes applicable to such payments. In connection with the purchase of his
shares of the Common Stock, each such stockholder entered into an agreement
with the Company (the "Stockholder Agreements") providing for, among other
things, restrictions on transfer of such shares of the Common Stock owned by
such stockholder, registration rights with respect to such shares, the
repurchase of such shares upon termination of the stockholder's employment at
a price based on a predetermined formula, a right of first refusal for the
Company in the event of certain offers to purchase such shares, a right to
acquire additional securities of the Company in order to maintain the
stockholder's percentage of equity interest in the Company in certain
circumstances and "tag-along" and "drag-along" rights in the event of certain
sales of the Common Stock by Investments L.P. The Stockholder Agreements also
contain provisions concerning noncompetition and confidentiality applicable to
such stockholders and provisions for payments to such stockholders, under
certain circumstances, following the termination of their employment with the
Company.

The following directors and executive officers have promissory notes in
excess of $60,000 outstanding to the Company:

<TABLE>
<CAPTION>
HIGHEST PRINCIPAL
PRINCIPAL AMOUNT
AMOUNT OUTSTANDING INTEREST
STOCKHOLDER POSITION OUTSTANDING AT 12/29/97 RATE DUE DATE
----------- -------- ----------- ----------- -------- --------
<S> <C> <C> <C> <C> <C>
P. Enoch Stiff.......... President, Chief Executive $126,859 $126,859 6.56% September 20, 2005
Officer and Director
</TABLE>

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<PAGE>

The Company also adopted the Executive Plan pursuant to which options were
granted to Messrs. Stiff, Hook, Laetz, Melin and Roblee to acquire 225,000,
84,375, 84,375, 84,375 and 84,375 shares, respectively, of Common Stock by
tendering existing Common Stock in payment therefor. All such options were
exercised in April 1997. The exercise price of all options was the current
market price on the date of exercise and all options were exercised only by
exchanging shares of previously owned Common Stock. The Executive Plan was
created solely for the purpose of alleviating certain adverse securities laws
consequences to the plan participants. The grant and exercise of options under
the Executive Plan did not result in any increase in the beneficial ownership
of Common Stock by the plan participants from the number of shares owned
immediately after the Company's initial public offering. Under the terms of
the Executive Plan, the options were exercisable immediately after the
Company's initial public offering and the shares of Common Stock issued
thereunder became freely transferable, subject to the restrictions of the
Stockholder Agreements, on the last day of the sixth full month following the
Company's initial public offering, provided a pro rata portion of the
indebtedness originally incurred to purchase the shares surrendered upon
exercise of the options is repaid. In connection with the issuance of options
under the Executive Plan, the Company agreed to amend certain of the
promissory notes issued in connection with purchases of Common Stock to permit
partial prepayments. The provisions of the Stockholder Agreements, which are
subject to modification or waiver by the Company, generally permit the sale of
25% of such shares one year after the Company's initial public offering, 50%
of such shares two years after the Company's initial public offering, 75% of
such shares three years after the Company's initial public offering, and all
of such shares four years after the Company's initial public offering. The
Executive Plan was terminated in August 1997 by the Board of Directors.

REGISTRATION RIGHTS

Pursuant to a registration rights agreement among the Company, Investments
L.P. and Uniquip L.P. (the "Registration Rights Agreement"), Investments L.P.
and Uniquip L.P. and such of their respective permitted transferees as may be
deemed to be affiliates of the Company have rights to demand registration
under the Securities Act of 1933 (the "Securities Act") of its or their shares
of Common Stock. In addition, in the event the Company proposes to register
any of its securities under the Securities Act, such persons (or their
permitted transferees) will have rights, subject to certain exceptions and
limitations, to have the shares of the Company's capital stock then owned by
them included in such registration statement. The Company has agreed that, in
the event of any registration of securities owned by such persons (or a
permitted transferee) in accordance with the provisions thereof, it will
indemnify such person, and certain related persons, against liabilities
incurred in connection with such registration, including liabilities arising
under the Securities Act. Pursuant thereto, the Company and Investments L.P.
entered into an Indemnification Agreement providing for indemnification
against certain potential liabilities arising in connection with the Company's
initial public offering, including liabilities under the Securities Act.

In addition, as described above under "Certain Transactions--Agreements with
Existing Stockholders," other existing stockholders also have registration
rights, subject to certain exceptions and limitations, to have shares of the
Company's capital stock owned by them to be included in registration
statements filed by the Company under the Securities Act.

The registration rights described above are subject to certain limitations
intended to prevent undue interference with the Company's ability to
distribute securities, including the provision that demand registration rights
may not be exercised within 90 days after the effective date of the Company's
most recent registration statement.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

GENERAL

The Restated Certificate of Incorporation of the Company (the "Certificate")
authorizes 1,500,000 shares of Preferred Stock, $.01 par value, of which no
shares are outstanding and 100,000,000 shares of Common Stock, $.01 par value,
of which 14,260,000 shares are currently outstanding and 2,412,500 shares are
reserved for issuance pursuant to the Company's stock option plans. Following
the Offering, 14,260,000 shares will be outstanding.

COMMON STOCK

Subject to the rights, if any, of holders of Preferred Stock, holders of
Common Stock are entitled to receive dividends out of funds legally available
therefor when, as and if declared by the Board of Directors of the Company and
to receive pro rata the net assets of the Company legally available for
distribution upon liquidation or dissolution.

Holders of Common Stock are entitled to one vote for each share of Common
Stock held on each matter submitted to a vote of stockholders, including the
election of directors. Holders of Common Stock are not entitled to cumulative
voting, which means that the holders of more than 50% of the outstanding
Common Stock can elect all of the directors if they choose to do so. All
shares of outstanding Common Stock of the Company are, and the shares to be
issued by the Company pursuant to this Prospectus will be, fully paid and
nonassessable.

At February 13, 1998, there were 199 holders of record of the Common Stock.

PREFERRED STOCK

The Board of Directors of the Company is authorized to fix the number of
shares and determine the designation of any series of the authorized shares of
the Company's Preferred Stock and to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any
unissued series of Preferred Stock. As of the date of this Prospectus, the
Company has not issued any Preferred Stock.

CERTAIN CERTIFICATE OF INCORPORATION AND BY LAW PROVISIONS

The Certificate provides that the Company's directors are not liable to the
Company or its stockholders for monetary damages for breach of their fiduciary
duties, except under certain circumstances, including breach of the director's
duty of loyalty, acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law or any transaction from which the
director derived improper personal benefit. The inclusion of this provision in
the Certificate may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty
of care.

The Certificate provides for the Board of Directors to be divided into three
classes of directors serving staggered three year terms. As a result,
approximately one third of the Board of Directors will be elected each year.
Classification of the Board of Directors expands the time required to change
the composition of a majority of directors. This provision, in addition to the
existence of authorized but unissued capital stock, may have the effect,
either alone or in combination with each other, of discouraging an acquisition
of the Company even if such an acquisition is desired by certain stockholders
of the Company.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

Upon consummation of the Offering, there will be 85,740,000 shares of Common
Stock and 1,500,000 shares of Preferred Stock available for future issuance
without stockholder approval. These additional shares may be utilized for a
variety of corporate purposes, including future public offerings to raise
additional capital or to

55
<PAGE>

facilitate corporate acquisitions. The Company does not currently have any
plans to issue additional shares of capital stock, other than shares of Common
Stock which may be issued upon the exercise of options. See "Management" and
"Certain Transactions."

One of the effects of the existence of unissued and unreserved Common Stock
and undesignated Preferred Stock may be to enable the Board of Directors of
the Company to issue shares to persons friendly to current management which
could render more difficult or discourage an attempt to obtain control of the
Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby protect the continuity of the Company's management. The Board of
Directors of the Company can issue Preferred Stock with rights which could
adversely affect the voting power or other rights of holders of Common Stock.

DELAWARE TAKEOVER STATUTE

Section 203 of the Delaware General Corporation Law, as amended ("Section
203") provides that, subject to certain exceptions specified therein, an
"interested stockholder" of a Delaware corporation shall not engage in any
business combination, including mergers or consolidations or acquisitions of
additional shares of the corporation with the corporation for a three year
period following the date that such stockholder becomes an "interested
stockholder" unless (i) prior to such date, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an "interested stockholder," (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
"interested stockholder," the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain shares), or (iii) on or subsequent to such date,
the business combination is approved by the board of directors of the
corporation and authorized at an annual or special meeting of stockholders by
the affirmative vote of at least 66 2/3% of the outstanding voting stock which
is not owned by the "interested stockholder." Except as otherwise specified in
Section 203, an "interested stockholder" is defined to include (x) any person
that is the owner of 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation at any
time within three years immediately prior to the relevant date and (y) the
affiliates and associates of any such person.

These provisions could have the effect of delaying, deferring or preventing
a change of control of the Company. The Company's stockholders, by adopting an
amendment to its Certificate or By laws, may elect not to be governed by
Section 203, effective twelve months after adoption. Neither the Certificate
nor the By laws presently exclude the Company from the restrictions imposed by
Section 203.

REGISTRAR AND TRANSFER AGENT

First Chicago Trust Company of New York is the Registrar and Transfer Agent
for the Company's Common Stock.

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<PAGE>

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
FOR NON U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock applicable to "Non-United States Holders." Subject to the discussion
below under "Estate Tax," a "Non-United States Holder" is any beneficial owner
of Common Stock that, for United States federal income tax purposes is a non-
resident alien individual, a foreign corporation, a foreign partnership or a
foreign estate or trust as such terms are defined in the Internal Revenue Code
of 1986, as amended (the "Code"). This discussion is based on the Code,
existing, proposed and temporary regulations promulgated thereunder, and
administrative and judicial interpretations as of the date hereof, all of
which are subject to change either retroactively or prospectively. This
discussion does not address all aspects of United States federal income and
estate taxation that may be relevant to Non-United States Holders in light of
their particular circumstances and does not address any tax consequences
arising under the laws of any state, local or foreign taxing jurisdiction or
the application of a particular tax treaty. Prospective investors are urged to
consult their tax advisors regarding the United States federal, state and
local income and other tax consequences, and the non-United States tax
consequences, of owning and disposing of Common Stock.

DIVIDENDS

Subject to the discussion below, any dividend paid to a Non-United States
Holder generally will be subject to United States withholding tax either at a
rate of 30% of the gross amount of the dividend or such lower rate as may be
specified by an applicable tax treaty. For purposes of determining whether tax
is to be withheld at a 30% rate or at a reduced rate as specified by an
applicable tax treaty, under current United States Treasury Regulations (the
"Current Regulations"), the Company ordinarily will presume that dividends
paid to a holder with an address in a foreign country are paid to a resident
of such country absent knowledge that such presumption is not warranted. Under
the Current Regulations, dividends paid to a holder with an address within the
United States generally will be presumed to be paid to a holder who is not a
Non-United States Holder and will not be subject to the 30% withholding tax,
unless the Company has actual knowledge that the holder is a Non-United States
Holder.

Under United States Treasury Regulations issued on October 6, 1997 (the
"Final Regulations"), generally effective for payments made after December 31,
1998, a Non-United States Holder will generally be required to provide a Form
W-8 to the payor in order to claim a reduced rate of withholding pursuant to
an applicable income tax treaty. The Final Regulations also provide special
rules to determine whether, for purposes of determining the applicability of a
tax treaty, dividends paid to a Non-United States Holder that is an entity
should be treated as paid to the entity or those holding an interest in that
entity.

Upon the filing of a Form 4224 with the Company or its dividend paying
agent, there will be no withholding tax with respect to dividends that are
effectively connected with the Non-United States Holder's conduct of a trade
or business within the United States (and that are attributable to a United
States permanent establishment of such Non-United States Holder, if an
applicable income tax treaty so requires as a condition for the Non-United
States Holder to be subject to United States income tax on a net income basis
in respect of such dividends). Instead, such effectively connected dividends
are subject to regular United States income tax in the same manner as if the
Non-United States Holder were a United States person for federal income tax
purposes. The Final Regulations may replace Form 4224 with Form W-8.
Effectively connected dividends received by a corporate Non-United States
Holder may be subject to an additional "branch profits tax" at a rate of 30%
(or such lower rate as may be specified by an applicable tax treaty) of such
corporate Non-United States Holder's effectively connected earnings and
profits, subject to certain adjustments.

A Non-United States Holder eligible for a reduced rate of United States
withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts currently withheld by filing an appropriate claim for refund with the
United States Internal Revenue Service ("IRS").

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<PAGE>

GAIN ON DISPOSITION OF COMMON STOCK

A Non-United States Holder generally will not be subject to United States
federal income tax with respect to gain realized upon the sale or other
disposition of Common Stock unless (i) such gain is effectively connected with
a United States trade or business of the Non-United States Holder and, if a
tax treaty applies, the gain is attributable to a United States permanent
establishment maintained by the Non-United States Holder; (ii) the Non-United
States Holder is an individual who holds the Common Stock as a capital asset,
is present in the United States for a period or periods aggregating 183 days
or more during the taxable year in which such sale or disposition occurs, and
certain other conditions are met; (iii) the Non-United States Holder is
subject to tax pursuant to certain provisions of the Code applicable to United
States expatriates; or (iv) the Company is or has been a "United States real
property holding corporation" for United States federal income tax purposes
(which the Company does not believe that it is or is likely to become) at any
time within the shorter of the five-year period preceding such disposition or
such holder's holding period. If the Company were or were to become a United
States real property holding corporation at any time during this period, gains
realized upon a disposition of Common Stock by a Non-United States Holder who
or which did not directly or indirectly own more than 5% of the Common Stock
during the period generally would not be subject to United States federal
income tax, provided that the Common Stock continues to be, as it is now,
regularly traded on an established securities market.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Generally, the Company must report to the IRS the amount of dividends paid,
the name and address of the recipient, and the amount, if any, of tax
withheld. A similar report is sent to the holder. Pursuant to tax treaties or
other agreements, the IRS may make its reports available to tax authorities in
the recipient's country of residence.

Under the Current Regulations, unless the Company has actual knowledge that
a holder is a Non-United States Holder, dividends paid to a holder at an
address within the United States may be subject to backup withholding at a
rate of 31% if the holder is not an "exempt recipient" and fails to certify
under penalties of perjury as to its non-United States status. A Non-United
States Holder may establish non-United States status by filing Form W-8.
Backup withholding will generally not apply to dividends paid to holders at an
address outside the United States (unless the Company has knowledge that the
holder is a United States person). Under the Final Regulations, except in the
case of dividends paid outside the United States to certain offshore accounts,
dividends paid to a Non-United States Holder will generally be subject to
backup withholding if the holder is not an "exempt recipient" and fails to
certify as to its non-United States status.

Proceeds from the disposition of Common Stock by a Non-United States Holder
effected by or through a United States office of a broker will be subject to
information reporting and to backup withholding at a rate of 31% of the gross
proceeds unless such Non-United States Holder certifies as to its non-United
States status or otherwise establishes an exemption. Generally, United States
information reporting and backup withholding will not apply to a payment of
disposition proceeds if the transaction is effected outside the United States
by or through a non-United States office of a broker. However, information
reporting requirements (but not backup withholding) will apply to a payment of
disposition proceeds outside the United States if (A) the payment is made
through an office outside the United States of a broker that is either (i) a
United States person, (ii) a foreign person which derives 50% or more of its
gross income for certain periods from the conduct of a trade or business in
the United States, (iii) a "controlled foreign corporation" for United States
federal income tax purposes, or (iv) effective January 1, 1999, but not prior
to such date, a foreign broker that is (1) a foreign partnership, one or more
of whose partners are United States persons who, in the aggregate, hold more
than 50% of the income or capital interest in the partnership at any time
during its tax year, or (2) a foreign partnership engaged at any time during
its tax year in the conduct of a trade or business in the United States, and
(B) the broker fails to maintain documentary evidence in its files that the
holder is a Non-United States Holder and that certain other conditions are
met, or that the holder otherwise is entitled to an exemption.

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Backup withholding is not an additional tax. Rather the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of United States
income taxes, a refund may be obtained, provided the required documents are
filed with the IRS.

ESTATE TAX

An individual Non-United States Holder who is treated as the owner of Common
Stock at the time of such individual's death or has made certain lifetime
transfers of an interest in Common Stock will be required to include the value
of such Common Stock in such individual's gross estate for United States
federal estate tax purposes and may be subject to United States federal estate
tax, unless an applicable tax treaty provides otherwise. For United States
federal estate tax purposes, a "Non-United States Holder" is an individual who
is neither a citizen nor a domiciliary of the United States. Whether an
individual is considered a "domiciliary" of the United States for estate tax
purposes is generally determined on the basis of all of the facts and
circumstances.

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UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the U.S.
Underwriters named below, for whom Morgan Stanley & Co. Incorporated, Credit
Suisse First Boston Corporation, Schroder & Co. Inc. and Robert W. Baird & Co.
Incorporated are acting as U.S. Representatives, and the International
Underwriters named below for whom Morgan Stanley & Co. International Limited,
Credit Suisse First Boston (Europe) Limited, J. Henry Schroder & Co. Limited
and Robert W. Baird & Co. Incorporated are acting as International
Representatives, have severally agreed to purchase, and the Selling
Stockholders have agreed to sell to them, severally, the respective number of
shares of Common Stock set forth opposite the names of such Underwriters
below:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated.........................
Credit Suisse First Boston Corporation....................
Schroder & Co. Inc........................................
Robert W. Baird & Co. Incorporated........................

---------
Subtotal................................................ 2,880,000
---------
International Underwriters:
Morgan Stanley & Co. International Limited................
Credit Suisse First Boston (Europe) Limited...............
J. Henry Schroder & Co. Limited...........................
Robert W. Baird & Co. Incorporated........................

---------
Subtotal................................................ 720,000
---------
Total.................................................. 3,600,000
=========
</TABLE>

The U.S. Underwriters and the International Underwriters, and the U.S.
Representatives and the International Representatives, are collectively
referred to as the "Underwriters" and the "Representatives," respectively. The
Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by counsel
and to certain other conditions. The Underwriters are obligated to take and
pay for all of the shares of Common Stock offered hereby (other than those
covered by the U.S. Underwriters' over-allotment option described below) if
any such shares are taken.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions (i)
it is not purchasing any Shares (as defined herein) for the account of anyone
other than a United States or Canadian Person (as defined herein) and (ii) it
has not offered or sold, and will not offer or sell, directly or indirectly,
any Shares or distribute any prospectus relating to the Shares outside the
United States or Canada or to anyone other than a United States or Canadian
Person. Pursuant to the Agreement between U.S. and International Underwriters,
each International Underwriter has represented and agreed that, with certain
exceptions: (i) it is not purchasing any Shares for the account of any United
States or Canadian Person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any Shares or distribute any prospectus
relating to the Shares in the United States or Canada or to any United States
or Canadian Person. With respect to any Underwriter that is a U.S. Underwriter
and an International Underwriter, the foregoing representations and agreements
(i) made by it in its capacity as a U.S. Underwriter apply only to it

60
<PAGE>

in its capacity as a U.S. Underwriter and (ii) made by it in its capacity as
an International Underwriter apply only to it in its capacity as an
International Underwriter. The foregoing limitations do not apply to
stabilization transactions or to certain other transactions specified in the
Agreement between U.S. and International Underwriters. As used herein, "United
States or Canadian Person" means any national or resident of the United States
or Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under the laws of the United States or Canada or of any
political subdivision thereof (other than a branch located outside the United
States or Canada of any United States or Canadian Person), and includes any
United States or Canadian branch of a person who is otherwise not a United
States or Canadian Person. All shares of Common Stock to be purchased by the
Underwriters under the Underwriting Agreement are referred to herein as the
"Shares."

Pursuant to the Agreement between U.S. and International Underwriters, sales
may be made between the U.S. Underwriters and International Underwriters of
any number of Shares as may be mutually agreed. The per share price of any
Shares so sold shall be the public offering price set forth on the cover page
hereof, in United States dollars, less an amount not greater than the per
share amount of the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has
agreed not to offer or sell, any Shares, directly or indirectly, in any
province or territory of Canada or to, or for the benefit of, any resident of
any province or territory of Canada in contravention of the securities laws
thereof and has represented that any offer or sale of Shares in Canada will be
made only pursuant to an exemption from the requirement to file a prospectus
in the province or territory of Canada in which such offer or sale is made.
Each U.S. Underwriter has further agreed to send to any dealer who purchases
from it any of the Shares a notice stating in substance that, by purchasing
such Shares, such dealer represents and agrees that it has not offered or
sold, and will not offer or sell, directly or indirectly, any of such Shares
in any province or territory of Canada or to, or for the benefit of, any
resident of any province or territory of Canada in contravention of the
securities laws thereof and that any offer or sale of Shares in Canada will be
made only pursuant to an exemption from the requirement to file a prospectus
in the province or territory of Canada in which such offer or sale is made,
and that such dealer will deliver to any other dealer to whom it sells any of
such Shares a notice containing substantially the same statement as is
contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not
offered or sold and, prior to the date six months after the closing date for
the sale of the Shares to the International Underwriters, will not offer or
sell any Shares to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply
with all applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the Shares in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and
will only issue or pass on in the United Kingdom any document received by it
in connection with the offering of the Shares to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such document
may otherwise lawfully be issued or passed on.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented that it has not offered or sold, and
has agreed not to offer or sell, directly or indirectly, in Japan or to or for
the account of any resident thereof, any of the Shares acquired in connection
with the distribution contemplated hereby, except for offers or sales to
Japanese International Underwriters or dealers and except pursuant to any
exemption from the registration requirements of the Securities and Exchange
Law and otherwise in compliance with applicable provisions of Japanese law.
Each International Underwriter has further agreed to send to any dealer who
purchases from it any of such Shares a notice stating in substance that, by
purchasing such Shares, such dealer represents and agrees that it has not
offered or sold and will not offer or sell, any of

61
<PAGE>

such Shares, directly or indirectly, in Japan or to or for the account of any
resident thereof except for offers or sales to Japanese International
Underwriters or dealers and except pursuant to any exemption from the
registration requirements of the Securities and Exchange Law and otherwise in
compliance with applicable provisions of Japanese law, and that such dealer
will send to any other dealer to whom it sells any such Shares a notice
containing substantially the same statement as is contained in this sentence.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the
cover page hereof and part to certain dealers at a price that represents a
concession not in excess of $ a share under the public offering price. Any
Underwriter may allow, and such dealers may reallow, a concession not in
excess of $ a share to other Underwriters or to certain dealers. After the
initial offering of the shares of Common Stock, the offering price and other
selling terms may from time to time be varied by the Representatives.

The Selling Stockholders have granted to the U.S. Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase up to an
aggregate of 506,669 additional shares of Common Stock at the public offering
price set forth on the cover page hereof, less underwriting discounts and
commissions. The U.S. Underwriters may exercise such option solely for the
purpose of covering over-allotments, if any, made in connection with the
Offering of the shares of Common Stock offered hereby. To the extent such
option is exercised, each U.S. Underwriter will become obligated, subject to
certain conditions, to purchase approximately the same percentage of such
additional shares of Common Stock as the number set forth next to such U.S.
Underwriter's name in the preceding table bears to the total number of shares
of Common Stock set forth next to the names of all U.S. Underwriters in the
preceding table.

Each of the Company, the Selling Stockholders, the directors, executive
officers and certain other stockholders of the Company will agree that,
without the prior written consent of Morgan Stanley & Co. Incorporated on
behalf of the Underwriters, such person will not, during the period ending 90
days after the date of this Prospectus, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer,
lend or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of Common Stock or such other securities, in cash or
otherwise.

In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the Offering, creating a short position in the Common Stock
for their own account. In addition, to cover over-allotments or to stabilize
the price of the Common Stock, the Underwriters may bid for, and purchase,
shares of Common Stock in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an Underwriter or a dealer for
distributing the Common Stock in the Offering, if the syndicate repurchases
previously distributed Common Stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Common Stock above
independent market levels. The Underwriters are not required to engage in
these activities, and may end any of these activities at any time.

The Company and the Selling Stockholders, on the one hand, and the
Underwriters, on the other hand, have agreed to indemnify each other against
certain liabilities, including liabilities arising under the Securities Act.
In addition, the Company and the Selling Stockholders have agreed to indemnify
each other against certain liabilities, including liabilities arising under
the Securities Act.

Certain of the Underwriters and their affiliates have from time to time
performed, and continue to perform, various investment banking and commercial
banking services for the Company or Harbour Group and their affiliates on a
fee for services basis.

62
<PAGE>

LEGAL MATTERS

Certain legal matters with respect to the validity of the issuance of the
Common Stock offered hereby have been passed upon for the Company by Dickstein
Shapiro Morin & Oshinsky LLP, Washington, D.C. Dickstein Shapiro Morin &
Oshinsky LLP has in the past represented, and continues to represent, Uniquip
L.P., Investments L.P. and their respective affiliates with respect to various
matters unrelated to the Company as well as in connection with their ownership
of capital stock of the Company. Certain legal matters in connection with the
Offering will be passed upon for the Underwriters by Sidley & Austin, Chicago,
Illinois.

EXPERTS

The consolidated financial statements of the Company as of September 30,
1996 and 1997 and for the period August 17, 1995 through September 30, 1995
and for the fiscal years ended September 30, 1997 and 1996; and the financial
statements of TRAK, as predecessor of the Company as of and for the fiscal
year ended September 30, 1994 and for the period October 1, 1994 through
August 16, 1995, and the financial statements of Lull for the year ended
December 31, 1994, as of and for the year ended December 31, 1995 and as of
and for the period from January 1, 1996 through August 15, 1996, included in
the Prospectus have been so included in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.

The combined financial statements of Snorkel as of December 31, 1995 and
1996 and for each of the years in the three-year period ended December 31,
1996 included in this Prospectus to the extent and for the periods indicated
in their report have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said report.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement," which term shall include all amendments, exhibits and schedules
thereto), pursuant to the Securities Act and the rules and regulations
promulgated thereunder, with respect to the Common Stock offered hereby. The
Prospectus, which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted from the Prospectus in accordance with the rules
and regulations of the Commission, and to which reference is hereby made.

The Company is subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, is required to file proxy statements, reports and other
information with the Commission. The Registration Statement, as well as any
such report, proxy statement and other information filed by the Company with
the Commission, may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission maintains a web site (http:\\www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.

Statements made in this Prospectus concerning the provisions of any
contract, agreement or other document referred to herein are not necessarily
complete. With respect to each such statement concerning a contract, agreement
or other document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission, reference is made to such exhibit or
other filing for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference.

63
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
OMNIQUIP INTERNATIONAL, INC.
Report of Independent Accountants......................................... F-3
Consolidated Balance Sheet as of September 30, 1996 and 1997.............. F-4
Consolidated Statement of Income for the period from August 17, 1995
(inception) to September 30, 1995, and for the fiscal years ended
September 30, 1996 and 1997.............................................. F-5
Consolidated Statement of Changes in Stockholders' Equity for the period
from August 17, 1995 (inception) to September 30, 1995, and for the
fiscal years ended September 30, 1996 and 1997........................... F-6
Consolidated Statement of Cash Flows for the period from August 17, 1995
(inception) to September 30, 1995, and for the fiscal years ended
September 30, 1996 and 1997.............................................. F-7
Notes to Consolidated Financial Statements................................ F-8
Consolidated Balance Sheet as of September 30, 1997 and December 31, 1997
(unaudited).............................................................. F-25
Consolidated Statement of Income for the three months ended December 31,
1996 and 1997 (unaudited)................................................ F-26
Consolidated Statement of Changes in Stockholders' Equity for the three
months ended December 31, 1997 (unaudited)............................... F-27
Consolidated Statement of Cash Flows for the three months ended December
31, 1996 and 1997 (unaudited)............................................ F-28
Notes to Consolidated Financial Statements (unaudited).................... F-29
TRAK INTERNATIONAL, INC.
Report of Independent Accountants......................................... F-32
Balance Sheet as of September 30, 1994.................................... F-33
Statement of Income for the fiscal year ended September 30, 1994, and for
the period from October 1, 1994 to August 16, 1995....................... F-34
Statement of Changes in Stockholders' Equity for the fiscal year ended
September 30, 1994, and for the period from October 1, 1994 to August 16,
1995..................................................................... F-35
Statement of Cash Flows for the fiscal year ended September 30, 1994, and
for the period from October 1, 1994 to August 16, 1995................... F-36
Notes to Financial Statements............................................. F-37
SNORKEL DIVISION OF FIGGIE INTERNATIONAL INC.
Report of Independent Public Accountants.................................. F-47
Combined Statements of Assets, Liabilities and Divisional Equity as of
December 31, 1995 and 1996............................................... F-48
Combined Statements of Revenue and Certain Expenses for the fiscal years
ended December 31, 1994, 1995 and 1996................................... F-49
Combined Statements of Changes in Divisional Equity for the fiscal years
ended December 31, 1994, 1995 and 1996................................... F-50
Combined Statements of Cash Flows for the fiscal years ended December 31,
1994, 1995 and 1996...................................................... F-51
Notes to Combined Financial Statements.................................... F-52
Combined Statements of Assets, Liabilities and Divisional Equity as of
December 31, 1996 and September 30, 1997 (unaudited)..................... F-55
Combined Statements of Revenue and Certain Expenses for the nine months
ended September 30, 1996 and 1997 (unaudited)............................ F-56
Combined Statements of Changes in Divisional Equity for the nine months
ended September 30, 1997 (unaudited)..................................... F-57
Combined Statements of Cash Flows for the nine months ended September 30,
1996 and 1997 (unaudited)................................................ F-58
Notes to Combined Financial Statements (unaudited)........................ F-59
</TABLE>

F-1
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
LULL INDUSTRIES, INC.
Report of Independent Accountants....................................... F-60
Balance Sheet as of December 31, 1995 and August 15, 1996............... F-61
Statement of Income for the fiscal year ended December 31, 1994 and
1995, for the six months ended June 30, 1995 (unaudited) and for the
period from January 1, 1996 through August 15, 1996.................... F-62
Statement of Changes in Stockholders' Equity for the fiscal year ended
December 31, 1994 and 1995, and for the period from January 1, 1996
through August 15, 1996................................................ F-63
Statement of Cash Flows for the fiscal year ended December 31, 1994 and
1995, for the six months ended June 30, 1995 (unaudited) and for the
period from January 1, 1996 through August 15, 1996.................... F-64
Notes to Financial Statements........................................... F-65
</TABLE>

F-2
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
OmniQuip International, Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of changes in stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
OmniQuip International, Inc. and its wholly owned subsidiaries at September
30, 1997 and 1996 and the results of their operations and their cash flows for
the period from August 17, 1995 (date of inception) through September 30, 1995
and for each of the two fiscal years in the period ended September 30, 1997,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

Price Waterhouse LLP
St. Louis, Missouri
November 3, 1997, except for Note 18
which is as of November 18, 1997

F-3
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------
1997 1996
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash..................................................... $ 5 $ 53
Accounts receivable, net................................. 22,689 21,678
Inventories.............................................. 30,956 27,540
Prepaid expenses and other current assets................ 6,640 5,534
-------- --------
Total current assets................................... 60,290 54,805
Property, plant and equipment, net......................... 17,130 16,490
Goodwill................................................... 65,359 65,571
Other assets, net.......................................... 1,519 2,714
-------- --------
$144,298 $139,580
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt........................ $ 8,625 $ 3,875
Accounts payable......................................... 20,433 20,895
Accrued liabilities...................................... 16,830 16,642
-------- --------
Total current liabilities.............................. 45,888 41,412
-------- --------
Long-term debt............................................. 25,609 84,566
Other noncurrent liabilities, net.......................... 422 422
Deferred income taxes...................................... 1,981 755
-------- --------
28,012 85,743
-------- --------
Commitments and contingencies (Notes 3, 6, 7, 13, 15 and
18)
Stockholders' equity:
Preferred stock, $.01 par value, 1,500,000 shares
authorized; no shares issued and outstanding Common
stock, $.01 par value, 100,000,000 shares authorized;
14,250,000 and 11,250,000 shares issued and outstanding,
respectively............................................ 143 113
Additional paid-in capital............................... 43,726 6,240
Notes receivable from stockholders....................... (352) (352)
Retained earnings........................................ 26,881 6,424
-------- --------
Total stockholders' equity............................. 70,398 12,425
-------- --------
$144,298 $139,580
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE FISCAL FOR THE PERIOD
YEAR ENDED FROM AUGUST 17, 1995
SEPTEMBER 30, (DATE OF INCEPTION) TO
------------------ SEPTEMBER 30,
1997 1996 1995
-------- -------- ----------------------
<S> <C> <C> <C>
Net sales........................... $264,213 $124,861 $12,723
Cost of sales....................... 192,270 92,688 9,787
-------- -------- -------
Gross profit........................ 71,943 32,173 2,936
Selling, general and administrative
expenses........................... 27,717 16,311 1,670
-------- -------- -------
Operating income.................... 44,226 15,862 1,266
-------- -------- -------
Other expenses:
Interest on indebtedness.......... 5,578 2,384 226
Interest on indebtedness--related
parties.......................... 528 1,050 127
Other finance charges............. 2,259 1,981 240
Other, net........................ (77) 31 29
-------- -------- -------
8,288 5,446 622
-------- -------- -------
Income before income taxes and
extraordinary item................. 35,938 10,416 644
Provision for income taxes.......... 14,556 4,060 262
-------- -------- -------
Income before extraordinary item.... 21,382 6,356 382
Extraordinary item--loss on
refinancing of long-term debt, net
of income tax benefit of $521 and
$200 in 1997 and 1996,
respectively....................... (782) (314) --
-------- -------- -------
Net income.......................... $ 20,600 $ 6,042 $ 382
======== ======== =======
Basic and diluted earnings per
share:
Income before extraordinary item.. $ 1.66 $ 0.56 $ 0.03
Extraordinary item................ (0.06) (0.03) --
-------- -------- -------
Net income...................... $ 1.60 $ 0.53 $ 0.03
======== ======== =======
Basic and diluted weighted average
number of common and common
equivalent shares outstanding...... 12,845 11,250 11,250
======== ======== =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM AUGUST 17, 1995 (DATE OF INCEPTION) TO SEPTEMBER 30, 1995
AND FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NOTES
ADDITIONAL RECEIVABLE
COMMON PAID-IN FROM RETAINED
STOCK CAPITAL STOCKHOLDERS EARNINGS TOTAL
------ ---------- ------------ -------- -------
<S> <C> <C> <C> <C> <C>
Balance, August 17,
1995................... $113 $ 6,240 $(352) $ -- $ 6,001
Net income.............. -- -- -- 382 382
---- ------- ----- ------- -------
Balance, September 30,
1995................... 113 6,240 (352) 382 6,383
Net income.............. -- -- -- 6,042 6,042
---- ------- ----- ------- -------
Balance, September 30,
1996................... 113 6,240 (352) 6,424 12,425
Common stock issued..... 30 37,486 37,516
Net income.............. 20,600 20,600
Dividends paid.......... -- -- -- (143) (143)
---- ------- ----- ------- -------
Balance, September 30,
1997................... $143 $43,726 $(352) $26,881 $70,398
==== ======= ===== ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED FOR THE PERIOD
SEPTEMBER 30, FROM AUGUST 17, 1995
------------------ (DATE OF INCEPTION) TO
1997 1996 SEPTEMBER 30, 1995
-------- -------- ----------------------
<S> <C> <C> <C>
Cash flows from operating
activities:
Net income........................ $ 20,600 $ 6,042 $ 382
Adjustments to reconcile net
income to net cash provided by
operating activities, excluding
the effect of an acquisition:
Depreciation.................... 2,022 1,175 80
Amortization.................... 1,996 571 45
Deferred income tax provision
(benefit)...................... 804 (712) 42
Loss on refinancing of long-term
debt........................... 1,303 514
(Increase) decrease in current
assets:
Accounts receivable, net...... (1,011) (1,264) (1,063)
Inventories................... (3,416) (3,628) 949
Prepaid expenses and other
current assets............... (670) (39) 90
Increase (decrease) in current
liabilities:
Accounts payable.............. (462) 2,397 (162)
Other current liabilities..... 188 3,946 (42)
Other........................... 241 (433) (16)
-------- -------- -------
Net cash provided by operating
activities......................... 21,595 8,569 305
-------- -------- -------
Cash flows from investing
activities:
Acquisition of net assets of Lull
Industries, Inc.................. (69,007)
Capital expenditures, net......... (3,021) (1,404) (188)
Payments to former TRAK
shareholders for ATLAS program... (1,025) (446)
Other............................. 247 (133) --
-------- -------- -------
Net cash used in investing
activities......................... (3,799) (70,990) (188)
-------- -------- -------
Cash flows from financing
activities:
Proceeds from issuance of long-
term debt........................ 74,000
Proceeds from initial public
offering......................... 37,516
Net payments on revolver.......... (4,332) (3,542) (117)
Payments on long-term debt........ (50,885) (6,500)
Payments of dividends............. (143)
Financing costs incurred.......... -- (1,485) --
-------- -------- -------
Net cash (used in) provided by
financing activities............... (17,844) 62,473 (117)
-------- -------- -------
Net change in cash.................. (48) 52 --
Cash at beginning of period......... 53 1 1
-------- -------- -------
Cash at end of period............... $ 5 $ 53 $ 1
======== ======== =======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the period for:
Interest on indebtedness.......... $ 5,622 $ 2,619 $ 278
======== ======== =======
Income taxes...................... $ 14,543 $ 3,672 $ --
======== ======== =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1. ORGANIZATION

OmniQuip owns 100% of the outstanding common stock of its subsidiaries, TRAK
International, Inc. (TRAK) and Lull International, Inc. (Lull). The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany transactions have been
eliminated.

On September 30, 1996, OmniQuip's Board of Directors authorized OmniQuip to
split its shares of common stock at a rate of 10 to 1, thereby increasing
issued and outstanding shares from 1,000,000 to 10,000,000. On February 19,
1997, OmniQuip's Board of Directors authorized OmniQuip to further split its
shares at a rate of 1.125 to 1, thereby increasing issued and outstanding
shares from 10,000,000 to 11,250,000. All shares and per share amounts in the
accompanying consolidated financial statements and notes have been adjusted to
give retroactive effect to the stock splits.

2. INITIAL PUBLIC OFFERING

On March 21, 1997, an initial public offering (Offering) of common stock of
OmniQuip International, Inc. (OmniQuip or the Company) was completed. The
Company sold 3,000,000 newly issued shares at an offering price of $14.00 per
share, less underwriting discounts and commissions. The net proceeds to the
Company of $37,516 were used to repay a portion of the Company's outstanding
indebtedness. Pursuant to the Offering, Harbour Group Investments III, L.P.
(HGI III, L.P.), a significant stockholder of the Company, and an affiliate of
HGI III, L.P. sold an additional 5,524,200 and 675,800 shares, respectively,
(including a total of 1,200,000 shares related to an over-allotment option) at
$14.00 per share, less underwriting discounts and commissions. The net
proceeds of approximately $72,312 and $8,846, respectively, therefrom were
paid directly to HGI III, L.P. and an affiliate of HGI III, L.P.

3. ACQUISITIONS

On August 16, 1995, OmniQuip acquired the issued and outstanding stock of
TRAK. The transaction was accounted for under the purchase method of
accounting.

The aggregate merger consideration (purchase price) paid by OmniQuip totaled
approximately $30,400, including assumed liabilities of $17,800. The
acquisition was financed through a $6,000 equity contribution by HGI III,
L.P., a $2,000 subordinated note payable to HGI III, L.P., a $5,000 senior
subordinated note payable to an insurance company, and approximately $17,400
under credit agreements with certain financial institutions.

All preacquisition debt outstanding, preferred stock, stock warrants, and
stock options of TRAK at August 16, 1995 were settled or paid in connection
with the merger transaction.

The purchase price was assigned to the net assets acquired based on their
estimated fair market value at the acquisition date. Based upon the
allocation, the purchase price exceeded the estimated value of net assets
acquired by approximately $10,000. Such excess purchase price, which may be
increased as described further below, (goodwill) is being amortized over forty
years.

F-8
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The purchase price for TRAK was allocated as follows:

<TABLE>
<S> <C>
Accounts receivable, net........................................... $ 11,800
Inventories........................................................ 13,600
Prepaid expenses and other current assets.......................... 2,400
Property, plant and equipment...................................... 9,100
Other assets....................................................... 1,700
Goodwill........................................................... 10,046
Accounts payable................................................... (11,300)
Accrued liabilities................................................ (5,500)
Other liabilities.................................................. (600)
Deferred income taxes.............................................. (400)
--------
$ 30,846
========
</TABLE>

The purchase price under the TRAK acquisition agreement will be increased,
up to a maximum of $2,000, together with interest, for orders received from
the U.S. Army under contracts for the delivery of rough terrain fork lifts
(the ATLAS Program) for a period of five years from August 17, 1995. Amounts
paid to TRAK's former owners will be reflected as additional goodwill. As of
September 30, 1997, 436 ATLAS Program sales orders have been received, in
addition to the original five prototypes, and, accordingly, $1,471 in
additional purchase price has been reflected as goodwill in the accompanying
financial statements.

On August 15, 1996, OmniQuip acquired certain net assets and assumed certain
liabilities of Lull Industries, Inc. through its subsidiary, Lull. The
transaction was accounted for under the purchase method of accounting. Results
of operations for Lull are included in OmniQuip's consolidated financial
statements from the date of acquisition.

The aggregate merger consideration (purchase price) paid by OmniQuip totaled
approximately $69,007, plus assumed liabilities of $14,625. The acquisition
was financed with additional borrowings under the Company's amended credit
facilities with lending institutions, including $14,000 of subordinated debt
guaranteed by HGI III, L.P.

The purchase price has been assigned to the net assets acquired based on
their estimated fair market value at the acquisition date. Based upon the
allocation, the purchase price exceeded the estimated value of net assets
acquired by approximately $56,000. Such excess purchase price (goodwill) is
being amortized over forty years.

The purchase price for Lull was allocated as follows:

<TABLE>
<S> <C>
Accounts receivable, net............................................ $ 7,572
Inventories......................................................... 11,232
Prepaid expenses and other current assets........................... 1,937
Property, plant and equipment....................................... 7,050
Goodwill............................................................ 55,841
Accounts payable.................................................... (7,392)
Accrued liabilities................................................. (7,233)
-------
$69,007
=======
</TABLE>

F-9
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth the pro forma information for OmniQuip as if
the acquisition of Lull had occurred on October 1, 1995. This information is
unaudited and does not purport to represent actual net sales or net income had
the acquisition actually occurred on October 1, 1995.

<TABLE>
<CAPTION>
PRO FORMA INFORMATION
(UNAUDITED)
FOR THE FISCAL YEAR
ENDED
SEPTEMBER 30, 1996
---------------------
<S> <C>
Net sales.............................................. $207,239
Net income............................................. 6,217
Basic and diluted earnings per share................... 0.55
</TABLE>

See Note 18 for discussion of the acquisition of certain assets of the
Snorkel Division of Figgie International Inc. on November 17, 1997.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies utilized by OmniQuip require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual amounts could
differ from those estimates. The significant accounting policies followed by
OmniQuip are described below and are in conformity with generally accepted
accounting principles.

Business

The Company is principally engaged in the manufacture and sale of rough
terrain telescopic material handlers and skid steer loaders to commercial
customers, national rental fleets and the U.S. Government.

Principles of consolidation

The consolidated financial statements include the accounts of OmniQuip and
its wholly-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated.

U.S. Army contract

The Company was awarded a contract to serve as the sole supplier of ATLAS, a
telescopic material handler, for the U.S. Army and related entities. The
Company shipments under the contract commenced in fiscal 1997. As discussed in
Note 3, the purchase price for TRAK will be adjusted for orders received under
the contract for a period of five years from August 17, 1995.

Revenue recognition

Revenue is recognized upon shipment to the customer. Costs and related
expenses to manufacture the products are recorded as costs of sales when the
related revenue is recognized.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents.

F-10
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Relationships with suppliers

The Company purchases several of its key component parts primarily from
specific suppliers. The Company believes that the supply of these components
and the number of alternative suppliers are adequate.

Inventories

Inventories are stated at the lower of cost, determined using the first-in,
first-out (FIFO) method, or market. Obsolete or unsalable inventories are
reflected at their estimated realizable values.

Inventories relating to the U.S. Army contract are stated at actual
production costs, including manufacturing overhead and direct engineering and
tooling costs. The contract costs reimbursed by the U.S. Army are considered
progress payments and have been offset against inventories. Title to all
inventories related to the U.S. Army contract for which progress payments have
been received vests with the U.S. Army. General and administrative expenses
allocated to the U.S. Army contract for the fiscal years ended September 30,
1997, 1996 and 1995 were $659, $109 and $0, respectively.

Property, plant and equipment

Property, plant and equipment was recorded at estimated fair market value
under the purchase method of accounting as of the acquisition dates for TRAK
and Lull as described in Note 3. Additions to property, plant and equipment
subsequent to the acquisition dates are recorded at cost. Depreciation is
provided using the straight-line method over the estimated useful lives of the
assets which range from three to thirty-nine years.

Expenditures for repairs, maintenance and minor renewals are charged to
income as incurred. Expenditures which improve an asset or extend its
estimated useful life are capitalized. When properties are retired or
otherwise disposed of, the related cost and accumulated depreciation are
removed from the accounts and any gain or loss is included in income.

Goodwill

Goodwill resulting from the acquisitions described in Note 3 is stated at
cost and is being amortized on a straight-line basis over 40 years.
Accumulated amortization totaled $1,686 and $442 at September 30, 1997 and
1996, respectively. The Company assesses the carrying value of goodwill for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable based on an analysis of future expected
cash flows from the underlying operations of the Company. Management believes
that there has been no impairment at September 30, 1997.

Other noncurrent assets

Expenses associated with the issuance of debt instruments are capitalized by
the Company and amortized over the respective terms of the debt instruments.
Net deferred financing costs included in other assets at September 30, 1997
and 1996 were $941 and $1,454, respectively.

Research and development costs

Research and development costs are expensed as incurred and included in
selling, general and administrative expenses in the accompanying consolidated
statement of income. Such costs incurred in the development of new products or
significant improvements to existing products totaled approximately $1,996,
$1,572 and $72 for the periods ended September 1997, 1996 and 1995,
respectively.

F-11
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Warranty costs

The Company provides, by a current charge to income, an amount it estimates
will be necessary to cover future warranty obligations for products sold
during the year. The Company also provides for specific warranty obligations
as necessary and appropriate.

Income taxes

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income
Taxes," requiring the use of the liability method of accounting for income
taxes. The current or deferred tax consequences of a transaction are measured
by applying the provisions of enacted tax laws to determine the amount of
taxes payable currently or in future years. Deferred income taxes are provided
for temporary differences between the income tax bases of assets and
liabilities, and their carrying amounts for financial reporting purposes.

Earnings per share

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share,"
which will be effective for the Company in the first quarter of fiscal 1998.
SFAS 128 requires presentation in the income statement of basic and diluted
earnings per share, calculated as defined by SFAS 128, rather than primary and
fully diluted earnings per share as defined in APB 15 "Earnings per Share."
Earnings per share for the period from August 17, 1995 through September 30,
1995 and for the fiscal years ended September 30, 1996 and 1997 has been
restated in accordance with SFAS 128, the effect of which was not material.

Fair value of financial instruments

The Company records all financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable, other accruals and notes
payable, at cost which approximates fair value.

Employee stock-based compensation

The Company accounts for employee stock options in accordance with
Accounting Principles Board No. 25, "Accounting for Stock Issued to Employees"
(APB 25). Under APB 25, the Company applies the intrinsic value method of
accounting. For employee stock options accounted for using the intrinsic value
method, no compensation expense is recognized because the options are granted
with an exercise price equal to the market value of the stock on the date of
grant.

During fiscal 1997, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123), became effective for the
Company. SFAS 123 prescribed the recognition of compensation expense based on
the fair value of options or stock awards determined on the date of grant.
However, SFAS 123 allows companies to continue to apply the valuation methods
set forth in APB 25. For companies that continue to apply the valuation
methods set forth in APB 25, SFAS 123 mandates certain pro forma disclosures
as if the fair value method had been utilized. See Note 10 for additional
discussion.

F-12
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

5. FINANCING

Long-term debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------
1997 1996
------- -------
<S> <C> <C>
UNSUBORDINATED DEBT:
Revolving line of credit--principal due August 16, 2003;
interest due monthly at either LIBOR plus 2.25% or the
bank's corporate base rate plus 1.0%; secured by
substantially all assets of the Company................... $ 3,109 $ 7,441
Term loan--principal due in instalments with the final
payment due August 16, 2003; interest due monthly at
either LIBOR plus 2.50% or the bank's corporate base rate
plus 1.25%; secured by substantially all assets of the
Company; $15,000 repaid in 1997 with proceeds from the
Offering.................................................. 31,125 60,000
SUBORDINATED DEBT:
Note payable to an insurance company--principal due in
instalments commencing August 31, 2001, with the final
payment due August 31, 2003; interest due at 15% per
annum; paid in 1997 with proceeds from the Offering....... 5,000
Note payable to a financial institution--principal payment
due in a lump-sum payment on February 28, 2004; interest
due at 10% per annum; paid in 1997 with proceeds from the
Offering.................................................. 14,000
Note payable to HGI III, L.P.--principal payment due in a
lump-sum payment on August 31, 2003; interest due semi-
annually at 15% per annum; paid in 1997 with proceeds from
the Offering.............................................. 2,000
------- -------
34,234 88,441
Less--Current portion of long-term debt.................... 8,625 3,875
------- -------
$25,609 $84,566
======= =======
</TABLE>

The Loan and Security Agreement provides for a revolving line of credit
facility and two term loans. The revolving line of credit facility provides
for borrowings of up to the lesser of $25,000 or a borrowing base calculated
based on percentages of eligible receivables and inventories. Borrowings under
this line of credit are due August 16, 2003 and bear interest either at the
bank's corporate base rate plus 1.00% (9.50% at September 30, 1997) or LIBOR
plus 2.25% (7.91% at September 30, 1997). The Company may elect to convert
outstanding line of credit balances between interest types at its discretion.
Amounts outstanding under this revolving line of credit facility totaled
$3,109 at September 30, 1997. In addition, the Company had $307 in outstanding
letters of credit under this revolving line of credit facility. At September
30, 1997, the Company had unused borrowing capacity of $21,584 under this
facility.

Borrowings under the term loan provided by the Loan and Security Agreement
are due in quarterly instalments ranging from $500 to $3,125, which commenced
in October 1996 with a final payment in August 2003. The term loan bears
interest either at the bank's corporate base rate plus 1.25% (9.75% at
September 30, 1997) or LIBOR plus 2.50% (8.16% at September 30, 1997). The
Company may elect to convert outstanding term loan balances between interest
types at its discretion.

F-13
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Interest expense on the subordinated debt payable to related parties (the
insurance company and HGI III, L.P.) approximated $528 and $1,050 for the
fiscal years ended September 30, 1997 and 1996, respectively.

In connection with the repayment of certain debt with proceeds of the
Offering described in Note 2, the Company recognized a $782 after-tax
extraordinary loss resulting from prepayment fees paid to the above-noted
insurance company and financial institution and the write-off of applicable
capitalized deferred financing costs.

The Company has entered into two interest rate swap agreements to reduce the
impact of changes in interest rates on its floating rate debt. At September
30, 1997, the interest rate swap agreements had a total notional principal
amount of $10,000. These agreements fix the Company's interest rate on $6,000
and $4,000 of its unsubordinated debt at 6.00% and 6.21%, respectively. These
agreements mature in October 1998.

The Company's borrowing agreements contain restrictions and requirements,
including limitations on dividends, lease rentals, capital expenditures and
investments, new indebtedness, achievement of certain earnings levels, and
maintenance of a minimum tangible net worth and specified working capital
amounts, among others. At September 30, 1997, the Company was in compliance
with such covenants.

Maturities of long-term debt for subsequent fiscal years are as follows:

<TABLE>
<S> <C>
1998................................................................. $ 8,625
1999................................................................. 10,000
2000................................................................. 9,825
2001................................................................. 1,175
2002................................................................. 1,500
Thereafter........................................................... 3,109
-------
$34,234
=======
</TABLE>

See Note 18 for discussion of refinancing of the Company's debt in November
1997.

6. BOOM WARRANTY PROGRAM

During 1995, prior to its acquisition by the Company, Lull had determined
that a specific warranty obligation had been incurred on certain manufactured
boom units. At the acquisition date, the estimated cost to complete the boom
warranty program amounted to $2,000. A reserve for this amount was recorded in
purchase accounting by the Company. At September 30, 1997, substantially all
costs associated with the program have been paid by the Company.

7. LEASE COMMITMENTS

The Company leases certain of its equipment and automobiles under
noncancelable lease agreements. These leases have been accounted for as
operating leases.

F-14
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Minimum lease payments for subsequent fiscal years under long-term operating
leases in effect at September 30, 1997 are as follows:

<TABLE>
<S> <C>
1998................................................................. $ 846
1999................................................................. 503
2000................................................................. 227
2001................................................................. 25
2002................................................................. 20
------
Total minimum lease payments....................................... $1,621
======
</TABLE>

Rent expense under all operating leases for the periods ended September 30,
1997, 1996 and 1995 was approximately $753, $513 and $52, respectively.

8. INCOME TAXES

The provision for income taxes, including tax benefits associated with
extraordinary charges in 1997 and 1996, is summarized as follows:

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED FOR THE PERIOD
SEPTEMBER 30, FROM AUGUST 17, 1995
-------------- (DATE OF INCEPTION) TO
1997 1996 SEPTEMBER 30, 1995
------- ------ ----------------------
<S> <C> <C> <C>
Current:
Federal............................ $11,206 $3,890 $184
State.............................. 2,025 682 36
------- ------ ----
Total current.................... 13,231 4,572 220
------- ------ ----
Deferred:
Federal............................ 655 (661) 35
State.............................. 149 (51) 7
------- ------ ----
Total deferred................... 804 (712) 42
------- ------ ----
Provision for income taxes........... $14,035 $3,860 $262
======= ====== ====
</TABLE>

F-15
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1997 1996
------- -------
<S> <C> <C>
Deferred tax assets:
Accruals and other reserves.............................. $ 3,959 $ 4,376
Inventories.............................................. 1,799 1,078
Other.................................................... 69 70
------- -------
Gross deferred tax assets.............................. 5,827 5,524
------- -------
Deferred tax liabilities:
Property, plant and equipment............................ (1,121) (890)
Goodwill amortization.................................... (1,125)
Other.................................................... (292) (541)
------- -------
(2,538) (1,431)
------- -------
Net deferred tax asset..................................... $ 3,289 $ 4,093
======= =======
Current deferred tax asset................................. $ 5,270 $ 4,848
Long-term deferred tax liability........................... (1,981) (755)
------- -------
Net deferred tax asset..................................... $ 3,289 $ 4,093
======= =======
</TABLE>

The income tax provision differs from the amount of expense determined by
applying the applicable U.S. statutory federal income tax rate to pre-tax
results as a result of the following differences for the periods ended:

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED FOR THE PERIOD
SEPTEMBER 30, FROM AUGUST 17, 1995
-------------- (DATE OF INCEPTION) TO
1997 1996 SEPTEMBER 30, 1995
------- ------ ----------------------
<S> <C> <C> <C>
Statutory rate........................ $12,122 $3,445 $219
Non-temporary differences:
State tax provision, net............ 1,342 169 24
Other............................... 571 246 19
------- ------ ----
Total provision................... $14,035 $3,860 $262
======= ====== ====
</TABLE>

9. RETIREMENT PLANS AND RELATED MATTERS

The Company offers an incentive program to all salaried employees based upon
a formula related to the Company's operating results and an incentive program
to union employees based upon a formula related to productivity improvements.
Prior to October 1996, certain participants in the salaried program were
allowed to defer a portion of their award. At September 30, 1997 and 1996, the
Company had accrued liabilities of $1,759 and $1,029, respectively, relative
to such incentive programs. For the periods ended September 30, 1997, 1996 and
1995, expenses relating to these plans were $1,785, $875 and $67,
respectively.

F-16
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

10. STOCK OPTION PLANS

The Company has three stock option plans: the 1996 Long-Term Incentive Plan,
the Directors Non-Qualified Stock Option Plan (Directors Plan) and the
Executive Stock Option Plan.

A summary of the status of the Company's 1996 Long-Term Incentive Plan and
Directors Plan as of September 30, 1997 and the changes during the year is
presented below:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
SHARES EXERCISE PRICE
------- --------------
<S> <C> <C>
Outstanding at beginning of year..................... -- $ --
Granted.............................................. 448,752 13.87
Exercised............................................ -- --
Forfeited............................................ (10,000) 14.00
-------
Outstanding at September 30, 1997.................... 438,752 13.98
=======
Exercisable at September 30, 1997.................... -- --
</TABLE>

No options were granted as of September 30, 1995 and September 30, 1996.

The 1996 Long-Term Incentive Plan provides for the granting of four types of
awards on a stand-alone, combination or tandem basis, including incentive
stock options, non-qualified stock options, restricted shares and performance
stock awards, to the Company's executive officers and key employees. The
incentive stock option plan allows such employees to purchase shares of common
stock at prices equal to the fair market value of the stock on the date of
grant. Options to purchase up to 1,600,000 shares of common stock may be
granted under the incentive stock option plan. Options outstanding at
September 30, 1997 totaling 353,752 entitle the holders to purchase common
stock at prices ranging between $12.13 and $14.00. Options become exercisable
with respect to one-fourth of the shares covered thereby on each anniversary
of the date of grant, commencing on the second anniversary of the date
granted. The right to exercise the options expires 10 years from the date of
grant or earlier if an option holder ceases to be employed by the Company. No
restricted shares or performance stock awards have been granted by the Company
at September 30, 1997.

The Directors Plan provides for the granting of options to the Company's
directors, who are not employees of the Company, to purchase share of common
stock at prices equal to the fair market value of the stock on the date of
grant. Options to purchase up to 250,000 shares of common stock may be granted
under the Directors Plan. Options outstanding at September 30, 1997 totaling
85,000 entitle the holders to purchase common stock at $14.00 per share.
Options become exercisable over a five-year period from the date of grant. All
options granted under the Directors Plan expire 10 years from the date of
grant.

A summary of stock option transactions pursuant to the 1996 Long-Term
Incentive Plan and Directors Plan follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------- --------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
-------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$12-14.................. 438,752 9 Years $13.98 -- $ --
======= ===
</TABLE>

F-17
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

In conjunction with the Offering, the Company adopted the Executive Stock
Option Plan (Executive Plan) pursuant to which non-qualified stock options
were granted to certain existing executive shareholders as of the date the
registration statement relating to the Offering became effective to acquire an
aggregate 562,500 shares of the Company's common stock, subject to adjustment,
by tendering existing common stock in payment thereof. The options were
exercised immediately after the Offering. The exercise price of all options
was the current market price on the date of exercise and all options were
exercised by exchanging shares of previously owned common stock. The grant and
exercise of options under the Executive Plan did not result in any increase in
the beneficial ownership of common stock by the plan participants from the
number of shares owned at the time of the Offering. Under the terms of the
Executive Plan, the shares of common stock issued pursuant to the exercise of
the options became freely transferable, subject to the restriction of the
Stockholder Agreements with each of the executive shareholders, on the last
day of the sixth full month following the date of exercise of such options.
The provisions of the Stockholder Agreements, which are subject to
modification or waiver by the Company, generally permit the sale of 25% of
such shares for one year after exercise of the options, an aggregate 50% of
such shares two years after exercise of the options, an aggregate 75% of such
shares three years after exercise of the options and 100% of such shares four
years after exercise of the options. The shares tendered in exercise of
options granted under the Execution Plan were issued under promissory notes
due in August 2005 through September 2005 as discussed in Note 12.

PRO FORMA DISCLOSURES

The Company applies APB 25 and related interpretations in accounting for its
stock option plans. Accordingly, no compensation cost has been recognized for
the stock options because the options were granted with an exercise price
equal to the stock price on the date of grant. Had compensation costs for the
Company's stock option plans been determined based on the fair value of the
options on the grant dates consistent with the methodology prescribed by SFAS
123, the Company's net income and earnings per share would have been reduced
to the pro forma amounts indicated below. Due to the adoption of the
methodology prescribed by SFAS 123, the pro forma results shown below only
reflect the impact of stock option awards granted in fiscal 1997. Because
future stock option awards may be granted, the pro forma impact for fiscal
1997 is not necessarily indicative of the impact in future years.

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED
SEPTEMBER 30,
1997
--------------
<S> <C>
Net income:
As reported................................................. $20,600
Pro forma................................................... $20,199
Basic and diluted earnings per share:
As reported................................................. $ 1.60
Pro forma................................................... $ 1.58
</TABLE>

F-18
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The fair value of the options granted (which is amortized over the option
vesting period in determining the pro forma impact), is estimated on the date
of grant using the Black-Scholes multiple option-pricing model with the
following weighted average assumptions:

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED
SEPTEMBER 30,
1997
--------------
<S> <C>
Expected life of options...................................... 6 years
Risk-free interest rates...................................... 6.29 - 6.85%
Expected volatility of stock.................................. 65%
Expected dividend yield....................................... 0.1%
</TABLE>

The weighted average fair value of options granted during the year ended
September 30, 1997 was $8.99 per share.

11. POSTRETIREMENT BENEFITS

The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 106, "Employer's Accounting for Postretirement Benefits Other
Than Pensions" (OPEB or SFAS 106). This standard requires recognition of the
cost of providing postretirement benefits during an employee's period of
service.

The Company provides health care and life insurance benefits for certain
employees who retired prior to November 13, 1987 (less than 100 retirees at
September 30, 1997). Management plans to fund the premiums as incurred, net of
reimbursements received by plan participants. At September 30, 1997 and 1996,
respectively, the Company had a $422 accrued postretirement benefit
obligation, which is included in "other noncurrent liabilities, net" in the
accompanying financial statements. There are no plan assets. For measurement
purposes, a 8.5% and 9.5% annual rate of increase in health care premiums was
assumed for 1997 and 1996, respectively; this rate was assumed to decrease 1%
per year to 5.5% in 2000 and remain at that level thereafter. The weighted
average discount rate used to determine the accumulated postretirement benefit
obligation was 7.5% and 8.0% at September 30, 1997 and 1996, respectively. The
obligation was calculated utilizing the 1983 group annuity mortality tables.

The annual periodic postretirement benefit cost for the plan years beginning
July 1, 1997, July 1, 1996 and July 1, 1995 is immaterial.

12. RELATED PARTIES

Under terms of a management consulting and advisory services agreement, an
affiliate of HGI III, L.P. charges the Company for direct management and
administrative services provided to the Company based on actual, direct costs
for such services. Charges of $601, $668 and $60 were recorded by the Company
during the periods ended September 30, 1997, 1996 and 1995, respectively.

Under terms of a management consulting and advisory services agreement, the
Company has paid fees totaling $674 to affiliates of HGI III, L.P. in
consideration of services provided in identifying, negotiating and
consummating the acquisitions of TRAK and Lull (as described in Note 3); such
amount has been capitalized as acquisition costs and is included in goodwill.

F-19
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

In periods prior to the Offering in March 1997, certain members of
management have purchased shares of the Company's stock at prices determined
by the Board of Directors. The purchase price of the shares has been financed
by recourse promissory notes payable to the Company with the shares pledged as
security. Such notes are included in stockholders' equity in the accompanying
consolidated financial statements.

The insurance company which formerly held $5,000 of the Company's senior
subordinated debt is a limited partner of HGI III, L.P.

13. CUSTOMER FINANCING ARRANGEMENTS

TRAK has financing arrangements with certain third-party financing
institutions to facilitate dealer purchases of equipment under a floor plan
arrangement. TRAK is obligated to repurchase the outstanding loan balance of a
dealer in the event of default by the dealer which is not cured by such dealer
within a 90 day period. A security interest in the equipment financed is
maintained by the finance companies. Aggregate outstanding loan balances under
these agreements at September 30, 1997 and September 30, 1996 approximated
$66,561 and $57,033, respectively. Aggregate losses under one of the
arrangements for calendar year 1996 are limited to 25% of the outstanding loan
balance at December 31, 1994. The outstanding loan balance at December 31,
1994 under this arrangement approximated $24,841. Aggregate losses under the
same arrangement for calendar year 1997 are limited to the greater of $1,500
or 5% of the outstanding loan balance at December 31, 1996 and 1995. The
outstanding loan balance at December 31, 1996 under this arrangement
approximated $47,157.

TRAK maintains a reserve for potential repurchases of loans in default under
the floor plan arrangements described above. This reserve is included in other
current liabilities and totaled approximately $949 and $570 at September 30,
1997 and September 30, 1996, respectively. Historically, losses under the
repurchase provisions of the floor plan arrangements have not been material
and have been within management's expectations. The related provision charged
to operations totaled approximately $379, $200 and $31 for the periods ended
September 30, 1997, 1996 and 1995, respectively.

In conjunction with these floor plan arrangements, TRAK incurs dealer-
related financing charges at varying rates for a maximum period of six months.
The financing charges incurred by TRAK for the periods ended September 30,
1997, 1996 and 1995 for all outstanding customer financing arrangements
totaled $2,259, $1,981 and $240, respectively.

Lull is also a party to a retail finance agreement with a financing company,
which provides Lull distributors with financing for equipment purchases from
Lull. The financing company has also agreed to provide financing for
distributors' purchases of Lull produced equipment used as rental inventory by
the distributors. Such contracts are arranged on an instalment basis with a
balloon payment by the distributor for the residual balance at the end of the
term (typically due 48 months from date of shipment). In the event the
distributor does not elect to pay or refinance the balloon payment, Lull has
agreed to pay the residual amount if requested by the financing company. A
secured interest in the equipment financed is maintained by the finance
company. Aggregate outstanding loan balances under this agreement as of
September 30, 1997 were approximately $8,433. This contingency would be
reduced by proceeds from the sales of related equipment. Management believes
that any such liability under this arrangement, if incurred, would not have a
material impact on the results of operations or financial condition of the
Company.

F-20
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

14. CONCENTRATIONS OF CREDIT

The Company principally sells its products through a distribution network
and through national rental fleets. The Company performs ongoing credit
evaluations of its customers. The Company maintains reserves for potential
credit losses and historically such losses have been within management's
expectations. At September 30, 1997 and 1996, the Company's five largest
customers represented approximately 17% and 10%, respectively, of trade
receivables. In addition, sales to such customers for the periods ended
September 30, 1997 and 1996 approximated 22% and 21%, respectively, of the
Company's net sales. No individual customer accounted for more than 10% of net
sales for the periods ended September 30, 1997 and 1996.

15. CONTINGENCIES

The Company is included in various litigation consisting almost entirely of
product and general liability claims arising in the normal course of business.
The Company maintains insurance policies relative to product and general
liability claims and has provided reserves for the estimated cost of the self
insured retention; accordingly, these actions, when ultimately concluded, are
not expected to have a material adverse effect on the financial position or
results of operations of the Company.

16. SUPPLEMENTAL BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
SEPTEMBER 30,
----------------
1997 1996
------- -------
<S> <C> <C>
ACCOUNTS RECEIVABLE:
Trade receivables.......................................... $22,040 $20,631
Less allowance for doubtful accounts....................... (504) (351)
Other receivables.......................................... 1,153 1,398
------- -------
$22,689 $21,678
======= =======
INVENTORIES:
Finished goods............................................. $ 6,090 $ 7,094
Work in process............................................ 3,694 4,302
Raw materials.............................................. 18,313 15,614
Unbilled government contract costs......................... 2,859 530
------- -------
$30,956 $27,540
======= =======
PREPAID EXPENSES AND OTHER CURRENT ASSETS:
Deferred income taxes...................................... $ 5,270 $ 4,848
Other...................................................... 1,370 686
------- -------
$ 6,640 $ 5,534
======= =======
PROPERTY, PLANT AND EQUIPMENT:
Machinery and equipment.................................... $11,265 $ 8,707
Buildings and building improvements........................ 7,465 7,494
Land and land improvements................................. 851 840
Construction in progress................................... 763 704
------- -------
Total property, plant and equipment, at cost............... 20,344 17,745
Less: accumulated depreciation............................. (3,214) (1,255)
------- -------
$17,130 $16,490
======= =======
</TABLE>

F-21
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------
1997 1996
------- -------
<S> <C> <C>
ACCRUED LIABILITIES:
Accrued employee compensation and benefits, including
related taxes............................................. $ 2,314 $ 2,460
Accrued customer rebates................................... 5,043 2,634
Accrued boom warranty...................................... 1,557
Other accrued warranty..................................... 3,306 2,526
Accrued incentive compensation............................. 1,571 906
Product liability reserves................................. 1,118 998
Accrued income taxes....................................... 1,312
Other...................................................... 3,478 4,249
------- -------
$16,830 $16,642
======= =======
</TABLE>

17. QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized, unaudited quarterly financial data for fiscal 1997 and 1996
appears below:

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED
SEPTEMBER 30,
-----------------
1997 1996
-------- --------
<S> <C> <C>
NET SALES
First Quarter............................................. $ 59,166 $ 23,487
Second Quarter............................................ 63,452 27,578
Third Quarter............................................. 74,708 30,449
Fourth Quarter............................................ 66,887 43,347
-------- --------
$264,213 $124,861
======== ========
GROSS PROFIT
First Quarter............................................. $ 15,279 $ 6,156
Second Quarter............................................ 17,107 7,234
Third Quarter............................................. 20,413 7,745
Fourth Quarter............................................ 19,144 11,038
-------- --------
$ 71,943 $ 32,173
======== ========
NET INCOME
First Quarter............................................. $ 3,978 $ 963
Second Quarter............................................ 4,015 1,352
Third Quarter............................................. 6,643 1,573
Fourth Quarter............................................ 5,964 2,154
-------- --------
$ 20,600 $ 6,042
======== ========
BASIC AND DILUTED EARNINGS PER SHARE
First Quarter............................................. $ 0.35 $ 0.09
Second Quarter............................................ 0.35 0.12
Third Quarter............................................. 0.46 0.13
Fourth Quarter............................................ 0.41 0.19
</TABLE>

F-22
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

18. SUBSEQUENT EVENT

On November 17, 1997, OmniQuip purchased certain net assets of the Snorkel
Division of Figgie International Inc. (Snorkel), a Midwest based manufacturer
of aerial work platforms and aerial fire apparatus, in a transaction to be
accounted for under the purchase method of accounting. The cash purchase price
of approximately $100,000 was financed by borrowings under a new $165,000
senior credit facility which replaced the Company's existing credit facility.
The purchase price may be increased by up to $50,000 based on Snorkel's net
sales between April 1, 1998 and March 31, 1999; any such additional purchase
price consideration is expected to result in additional goodwill for financial
reporting purposes. As the transaction occurred subsequent to September 30,
1997, Snorkel's balance sheet and results of operations are excluded from the
consolidated balance sheet and results of operations of the Company as of and
for the year ended September 30, 1997.

During November 1997, in connection with the acquisition of Snorkel, the
Company entered into a new credit facility which replaced the Loan and
Security Agreement. The new agreement provides for a $165,000 credit facility
consisting of a $40,000 revolving credit facility and a $125,000 term loan.
The term loan requires quarterly principal payments ranging from $2,500 to
$6,250 commencing on February 28, 1998 with final maturity on November 30,
2004. Borrowings under the agreement bear interest at prime or LIBOR plus
1.00%. In conjunction with entering into the new credit facility, the Company
recognized an extraordinary loss in November 1997 of $545 attributable to the
write-off of $916 unamortized deferred financing fees, net of a related $371
tax benefit.

The unaudited pro forma combined condensed balance sheet of the Company and
Snorkel as of September 30, 1997 after giving effect to certain pro forma
adjustments is as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1997
-------------
(UNAUDITED)
<S> <C>
ASSETS
Current assets................................................. $116,949
Property, plant and equipment, net............................. 36,484
Goodwill and other assets...................................... 129,817
--------
$283,250
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities............................................ $ 73,234
Long-term debt................................................. 137,212
Other long-term liabilities.................................... 2,406
Shareholders' equity........................................... 70,398
--------
$283,250
========
</TABLE>

F-23
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The pro forma combined results of operations of the Company and Snorkel for
the fiscal year ended September 30, 1997, after giving effect to certain pro
forma adjustments and including the pro forma effects of the Offering, is
shown below. This information is unaudited and does not purport to represent
actual revenue, net income and earnings per share had the acquisition occurred
on October 1, 1996.

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED
SEPTEMBER 30,
1997
--------------
(UNAUDITED)
<S> <C>
Net sales................................................... $421,345
Income before extraordinary loss............................ $ 27,320
Basic and diluted earnings per common share before
extraordinary loss......................................... $ 1.92
</TABLE>

F-24
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, 1997 SEPTEMBER 30, 1997
----------------- ------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............... $ 5 $ 5
Accounts receivable, net................ 45,556 22,689
Inventories............................. 64,791 30,956
Prepaid expenses and other current
assets................................. 9,513 6,640
-------- --------
Total current assets.................. 119,865 60,290
Property, plant and equipment, net...... 37,522 17,130
Goodwill, net........................... 124,183 65,359
Other assets, net....................... 2,373 1,519
-------- --------
$283,943 $144,298
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt....... $ 10,000 $ 8,625
Accounts payable........................ 28,909 20,433
Accrued liabilities..................... 21,416 16,830
-------- --------
Total current liabilities............. 60,325 45,888
-------- --------
Long-term debt.......................... 146,749 25,609
Other noncurrent liabilities, net....... 422 422
Deferred income taxes................... 1,981 1,981
-------- --------
149,152 28,012
-------- --------
Commitments and contingencies (Notes 3 and
7)
Stockholders' equity:
Preferred stock, $.01 par value,
1,500,000 shares authorized; no shares
issued and outstanding
Common stock, $.01 par value,
100,000,000 shares authorized;
14,260,000 and 14,250,000 shares issued
and outstanding at December 31, 1997
and September 30, 1997, respectively... 143 143
Additional paid-in capital.............. 43,902 43,726
Notes receivable from stockholders and
other.................................. (528) (352)
Cumulative translation adjustment....... (785)
Retained earnings....................... 31,734 26,881
-------- --------
Total stockholders' equity............ 74,466 70,398
-------- --------
$283,943 $144,298
======== ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-25
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED DEC. 31,
----------------
1997 1996
------- -------
<S> <C> <C>
Net sales.................................................... $84,575 $59,166
Cost of sales................................................ 63,433 43,887
------- -------
Gross profit................................................. 21,142 15,279
Selling, general and administrative expenses................. 9,459 5,755
------- -------
Operating profit............................................. 11,683 9,524
Other expenses:
Interest on indebtedness................................... 1,805 2,183
Other finance charges...................................... 674 534
Other, net................................................. (47) 55
------- -------
2,432 2,772
------- -------
Income before income taxes and extraordinary item............ 9,251 6,752
Provision for income taxes................................... 3,711 2,774
------- -------
Income before extraordinary item............................. 5,540 3,978
Extraordinary item--loss on debt refinancing, net of income
tax benefit of $371......................................... (545) 0
------- -------
Net income................................................... $ 4,995 $ 3,978
======= =======
Basic earnings per share:
Income before extraordinary item........................... $ 0.39 $ 0.35
Extraordinary item......................................... (0.04) 0.00
------- -------
Net income................................................. $ 0.35 $ 0.35
======= =======
Weighted average shares...................................... 14,255 11,250
======= =======
Diluted earnings per share:
Income before extraordinary item........................... $ 0.39 $ 0.35
Extraordinary item......................................... (0.04) 0.00
------- -------
Net income................................................. $ 0.35 $ 0.35
======= =======
Weighted average shares...................................... 14,366 11,250
======= =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-26
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NOTES
RECEIVABLE
ADDITIONAL FROM
COMMON PAID-IN STOCKHOLDERS TRANSLATION RETAINED
STOCK CAPITAL AND OTHER ADJUSTMENT EARNINGS TOTAL
------ ---------- ------------ ----------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30,
1997................... $143 $43,726 $(352) $ -- $26,881 $70,398
Issuance of restricted
stock.................. 176 (176)
Cumulative translation
adjustment............. (785) (785)
Dividends paid.......... (142) (142)
Net income.............. -- -- -- -- 4,995 4,995
---- ------- ----- ----- ------- -------
Balance, December 31,
1997................... $143 $43,902 $(528) $(785) $31,734 $74,466
==== ======= ===== ===== ======= =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-27
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED DECEMBER 30,
---------------------
1997 1996
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................. $ 4,995 $ 3,978
Adjustments to reconcile net income to net cash
provided by operating activities, excluding the effect
of an acquisition:
Depreciation......................................... 892 523
Amortization......................................... 710 512
Loss on debt refinancing............................. 916 --
(Increase) decrease in notes receivable.............. 10 10
(Increase) decrease in intangible assets............. -- (152)
(Increase) decrease in current assets, excluding the
effect of an acquisition:
Accounts receivable, net........................... (7,066) 2,878
Inventories........................................ (1,217) (1,613)
Prepaid expenses and other current assets.......... (66) (368)
Increase (decrease) in current liabilities, excluding
the effect an acquisition:
Accounts payable................................... (3,819) (4,253)
Other current liabilities.......................... (6,922) 3,799
---------- --------
Net cash provided by (used in) operating activities...... (11,567) 5,314
---------- --------
Cash flows from investing activities:
Acquisition of net assets of Snorkel Division of Figgie
International Inc..................................... (107,640) --
Capital expenditures, net.............................. (1,424) (421)
---------- --------
Net cash used in investing activities.................... (109,064) (421)
---------- --------
Cash flows from financing activities:
Proceeds from refinancing.............................. 125,000 --
Net proceeds from revolver............................. 28,640 (4,892)
Payments on long-term debt............................. (31,125) --
Payment of dividends................................... (142) --
Financing costs........................................ (1,742) --
---------- --------
Net cash provided by (used in) financing activities...... 120,631 (4,892)
---------- --------
Net change in cash....................................... 0 1
Cash beginning of period................................. 5 1
---------- --------
Cash at end of period.................................... $ 5 $ 2
========== ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-28
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of OmniQuip
International, Inc. (OmniQuip or the Company) have been prepared in accordance
with the instructions for Form 10-Q and do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. However, in the opinion of management, such
information includes all adjustments, which consist only of normal and
recurring adjustments, necessary for a fair presentation of the results of
operations for the periods presented. Operating results for any quarter are
not necessarily indicative of the results for any other quarter or for the
full year. These statements should be read in conjunction with the Company's
consolidated financial statements and notes to the consolidated financial
statements included elsewhere in this Registration Statement on Form S-1.

2. ORGANIZATION

OmniQuip owns 100% of the outstanding common stock of its subsidiaries, TRAK
International, Inc. (TRAK), Lull International, Inc. (Lull), and Snorkel
International, Inc. (Snorkel). The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated.

The accounts of the Company's foreign subsidiaries are maintained in their
respective local currencies. The accompanying consolidated financial
statements have been translated and adjusted to reflect U.S. dollars on the
following basis. Assets and liabilities are translated into U.S. dollars at
year-end exchange rates. Income and expense items are translated at average
exchange rates prevailing during the period. Adjustments resulting from the
process of translating the consolidated amounts into U.S. dollars are
accumulated in a separate translation adjustment account, included in
stockholders' equity. Common stock and additional paid-in-capital are
translated at historical U.S. dollar equivalents in effect at the date of
acquisition. Foreign currency transaction gains and losses are included in
earnings currently. The foreign currency transaction gains and losses for the
quarter ended December 31, 1997 were not material.

3. SNORKEL ACQUISITION AND RELATED FINANCING

On November 17, 1997, OmniQuip purchased certain net assets of the Snorkel
Division of Figgie International Inc. (Snorkel), a Midwest based manufacturer
of aerial work platforms and aerial fire apparatus, in a transaction to be
accounted for under the purchase method of accounting. The cash purchase price
of approximately $100,000 was financed by borrowing under a new $165,000
senior credit facility which replaced the Company's existing credit facility.
The purchase price has been preliminarily allocated to the assets acquired and
liabilities assumed based on estimated fair values; the excess of purchase
price over the estimated fair value of net assets acquired at the date of
acquisition (goodwill) approximated $59,000. The purchase price may be
increased up to $50,000 based on Snorkel's net sales between April 1, 1998 and
March 31, 1999; any such additional purchase price consideration is expected
to result in additional goodwill for financial reporting purposes. Snorkel's
results of operations are reflected in the accompanying financial statements
from the date of acquisition.

During November 1997 in connection with the acquisition of Snorkel, the
Company entered into a new credit facility which replaced the existing Loan
and Security Agreement. The new agreement provides for a $165,000 credit
facility consisting of a $40,000 revolving credit facility which expires in
2004 and a $125,000 term loan. The term loan requires quarterly principal
payment ranging from $2,500 to $6,250 commencing on

F-29
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) (UNAUDITED)

February 28, 1998 with final maturity on November 30, 2004. Borrowings under
the agreement bear interest at prime or LIBOR plus 1.00% (7.00% at December
31, 1997). Amounts outstanding under the revolving credit facility and term
loan at December 31, 1997 were $31,749 and $125,000. In conjunction with
entering into the new credit facility, the Company recognized an extraordinary
loss in November 1997 of $545 attributable to write-off of $916 of unamortized
deferred financing fees, net of a related $371 tax benefit.

The following table sets forth the pro forma information for OmniQuip as if
the Snorkel acquisition had occurred on October 1, 1996. This information is
unaudited and does not purport to represent actual net sales or income before
extraordinary loss had the acquisition actually occurred on October 1, 1996.

<TABLE>
<CAPTION>
PRO FORMA INFORMATION (UNAUDITED)
-----------------------------------------
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED DEC. 31, 1997 ENDED DEC. 31, 1996
-------------------- --------------------
<S> <C> <C>
Net sales........................ $100,767 $93,567
Income before extraordinary
loss............................ $ 4,670 $ 5,206
Basic and diluted earnings per
common share before
extraordinary loss.............. $ 0.32 $ 0.46
Basic weighted average shares.... 14,255 11,250
Diluted weighted average shares.. 14,366 11,250
</TABLE>

4. INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
DEC. 30, SEPTEMBER 30,
1997 1997
-------- -------------
<S> <C> <C>
Raw material and purchased components................. $34,218 $18,313
Work-in-process....................................... 8,771 3,694
Finished goods........................................ 19,889 6,090
Unbilled government contract costs.................... 1,913 2,859
------- -------
$64,791 $30,956
======= =======
</TABLE>

5. STOCK OPTIONS

The Company has three stock option plans: the 1996 Long-Term Incentive Plan,
the Directors Non-Qualified Stock Option Plan (Directors Plan) and the
Executive Stock Option Plan.

A summary of the status of the Company's 1996 Long-Term Incentive Plan and
Directors Plan as of December 31, 1997 and the changes during the three months
then ended is presented below:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------- ----------------
<S> <C> <C>
Outstanding at September 30, 1997................... 438,752 13.98
Granted............................................. 185,396 17.48
Exercised........................................... -- --
Forfeited........................................... -- --
-------
Outstanding at December 31 1997..................... 624,148 15.02
=======
Exercisable at December 31, 1997.................... -- --
</TABLE>

F-30
<PAGE>

OMNIQUIP INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

At December 31, 1996 no options were granted under either plan. The exercise
prices of the options granted above are equivalent to the market price of the
Company's common stock on the date of grant. No performance stock awards have
been granted under the 1996 Long-Term Incentive Plan as of December 31, 1997.

6. EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share",
which changed the method of computation of earnings per share (EPS). SFAS 128
requires the computation of Basic EPS and Diluted EPS. Basic EPS is based on
the weighted average number of outstanding common shares during the period but
does not consider dilution for potentially dilutive securities. Diluted EPS
reflects the effects of common equivalent shares consisting of outstanding
stock options. The common equivalent shares arising from the effect of
outstanding stock options were computed using the treasury stock method, if
dilutive. EPS for the three months ended December 31, 1996 has been restated
in accordance with SFAS 128, the effect of which was not material.

7. COMMITMENTS AND CONTINGENCIES

The Company is included in various litigation consisting almost entirely of
product and general liability claims arising in the normal course of business.
The Company maintains insurance policies relative to product and general
liability claims and has provided reserves for the estimated cost of the self-
insured retention; accordingly, these actions, when ultimately concluded, are
not expected to have a material adverse effect on the financial position or
results of operations of the Company.

The Company has financing arrangements with certain third-party financing
institutions to facilitate dealer purchases of equipment under floor plan and
rental fleet arrangements. The aggregate outstanding loan balance on a
consolidated basis under these agreements was $55,100 at December 31, 1997.
Under TRAK's agreements, TRAK either provides a back-up guarantee of dealer's
credit or an undertaking to repurchase equipment at a discounted price at
specified times or under specified circumstances. The aggregate outstanding
loan balance under the TRAK agreements was $48,900 at December 30, 1997.
TRAK's actual exposure under these financing arrangements is significantly
less than the nominal amount outstanding. Aggregate losses under substantially
all of the Company's guarantee obligations to third party lenders with respect
to its TRAK dealers in each of calendar years 1997 and 1998 are limited to the
greater of $1,500 or 5% of the loan balance at the previous calendar year end
(approximately $2,800 for 1998).

Lull is also a party to a retail finance agreement with a financing company,
which provides Lull distributors with financing for equipment purchases from
Lull. The financing company has also agreed to provide financing for
distributors' purchases of Lull-produced equipment used as rental inventory by
the distributors. Such contracts are arranged on an installment basis with a
balloon payment by the distributor for the residual balance at the end of the
term (typically due 48 months from date of shipment). In the event the
distributor does not elect to pay or refinance the balloon payment, Lull has
agreed to pay the residual amount if requested by the financing company. A
secured interest in the equipment financed is maintained by the finance
company. Aggregate outstanding loan balances under this agreement as of
December 31, 1997 were approximately $6,200. This contingency would be reduced
by proceeds from the sales of the equipment financed.

F-31
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders ofOmniQuip International, Inc.

In our opinion, the accompanying balance sheet and the related statements of
income, of changes in stockholders' equity and of cash flows present fairly,
in all material respects, the financial position of TRAK International, Inc.
at September 30, 1994 and the results of its operations and its cash flows for
the fiscal year ended September 30, 1994, and for the period October 1, 1994
to August 16, 1995, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

As explained in Note 9, the company changed its method of accounting for
postretirement benefits other than pensions in the period ended August 16,
1995.

As explained in Note 1, on August 16, 1995, OmniQuip International, Inc.
acquired the issued and outstanding common stock of TRAK International, Inc.

Price Waterhouse LLP
St. Louis, Missouri
July 15, 1996

F-32
<PAGE>

TRAK INTERNATIONAL, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
----------------------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C>
ASSETS
Current assets:
Cash................................................. $ 17
Accounts receivable, net............................. 10,360
Inventories.......................................... 8,704
Prepaid expenses and other current assets............ 1,343
-------
Total current assets............................... 20,424
Property, plant and equipment, net..................... 6,197
Other assets, net...................................... 2,030
-------
$28,651
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt.................... $ 7,986
Current portion of long-term debt-related parties.... 1,450
Accounts payable..................................... 8,109
Accrued liabilities.................................. 2,619
-------
Total current liabilities.......................... 20,164
Long-term debt......................................... 1,616
Long-term debt-related parties......................... 1,350
Retiree healthcare compensation........................ --
Accrued incentive compensation......................... 37
Deferred income taxes.................................. 439
-------
Total liabilities.................................. 23,606
-------
Commitments and contingencies (Notes 4, 11 and 13)
Class B mandatorily redeemable preferred stock, $1,000
par value, 3,000 shares authorized; 3,000 shares
issued and outstanding................................ 3,262
-------
Stockholders' equity:
Class A preferred stock, $500 par value, 2,000 shares
authorized; 1,408 shares issued and outstanding..... 704
Class C preferred stock, $1,000 par value, 5,000
shares authorized; 1,110 shares issued and
outstanding......................................... 1,110
Common stock, $1 par value, 20,000 shares authorized;
5,450 shares issued and outstanding................. 6
Additional paid-in capital........................... 50
Retained earnings.................................... 346
Less treasury stock at cost, 1,595 shares............ (433)
-------
Total stockholders' equity......................... 1,783
-------
$28,651
=======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-33
<PAGE>

TRAK INTERNATIONAL, INC.

STATEMENT OF INCOME

<TABLE>
<CAPTION>
FOR THE
FOR THE PERIOD FROM
FISCAL YEAR OCTOBER 1,
ENDED 1994 TO
SEPTEMBER 30, AUGUST 16,
1994 1995
------------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net sales........................................ $60,973 $75,401
Cost of sales.................................... 47,208 57,707
------- -------
Gross profit..................................... 13,765 17,694
Selling, general and administrative expenses..... 9,502 10,903
------- -------
Operating income................................. 4,263 6,791
------- -------
Other (income) expenses:
Interest on indebtedness....................... 994 1,121
Interest on indebtedness--related parties...... 369 258
Other finance charges.......................... 864 1,320
Other, net..................................... (165) (199)
------- -------
2,062 2,500
------- -------
Income before provision for income taxes and
cumulative effect of change in accounting
principle....................................... 2,201 4,291
Provision for income taxes....................... 876 1,762
------- -------
Income before cumulative effect of change in
accounting principle............................ 1,325 2,529
Cumulative effect of change in accounting
principles, net of income tax benefit of $167
(Note 9) in 1995................................ -- (241)
------- -------
Net income....................................... $ 1,325 $ 2,288
======= =======
</TABLE>

The accompanying notes are an integral of these financial statements.

F-34
<PAGE>

TRAK INTERNATIONAL, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR FISCAL YEAR ENDED SEPTEMBER 30, 1994 AND FOR THE PERIOD FROM OCTOBER 1,
1994 TO AUGUST 16, 1995

<TABLE>
<CAPTION>
(ACCUMULATED
CLASS A CLASS C ADDITIONAL DEFICIT)/
PREFERRED PREFERRED COMMON PAID-IN RETAINED TREASURY
STOCK STOCK STOCK CAPITAL EARNINGS STOCK TOTAL
--------- --------- ------ ---------- ------------ -------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30,
1993................... $704 $1,110 $ 6 $ 50 $ (470) $(380) $1,020
Nonmonetary exchange for
Class A preferred stock
(Note 8)............... (50) (50)
Repurchase of Class A
preferred stock (Note
8)..................... (3) (3)
Dividends on Class B and
Class C preferred
stock.................. (247) (247)
Accretion to Class B
preferred stock........ (262) (262)
Net income.............. -- -- -- -- 1,325 -- 1,325
---- ------ --- ------ ------ ----- ------
Balance, September 30,
1994................... 704 1,110 6 50 346 (433) 1,783
Dividends on Class B and
Class C preferred
stock.................. (191) (191)
Redemption of
convertible notes
(Notes 3 and 8)........ 1 997 998
Accretion to Class B
preferred stock........ (530) (530)
Net income.............. -- -- -- -- 2,288 -- 2,288
---- ------ --- ------ ------ ----- ------
Balance, August 16,
1995................... $704 $1,110 $ 7 $1,047 $1,913 $(433) $4,348
==== ====== === ====== ====== ===== ======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-35
<PAGE>

TRAK INTERNATIONAL, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
FISCAL YEAR OCTOBER 1,
ENDED 1994 TO
SEPTEMBER 30, AUGUST 16,
1994 1995
------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 1,325 $ 2,288
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation...................................... 666 726
Amortization...................................... 230 226
Deferred income tax provision..................... 139 (835)
Accrued incentive compensation.................... 37 166
Retiree healthcare obligation..................... 408
Other............................................. (98) 63
(Increase) decrease in current assets:
Accounts receivable, net........................ (4,283) (1,419)
Inventories..................................... 881 (5,348)
Prepaid expenses and other current assets....... (140) (294)
Increase (decrease) in current liabilities:
Accounts payable................................ 3,116 3,158
Accrued liabilities............................. 615 1,520
(Increase) decrease in notes receivable........... 509 (125)
------- -------
Net cash (used in) provided by operating activities... 2,997 534
------- -------
Cash flows from investing activities:
Capital expenditures, net........................... (1,400) (3,030)
Investment in other assets.......................... (251) (437)
------- -------
Net cash used in investing activities................. (1,651) (3,467)
------- -------
Cash flows from financing activities:
Net proceeds from revolving line of credit.......... 28 2,819
Proceeds from issuance of long-term debt............ 450 3,200
Payments on long-term debt.......................... (1,405) (2,911)
Payment of preferred stock dividends................ (415) (191)
------- -------
Net cash provided by (used in) financing activities... (1,342) 2,917
------- -------
Net increase (decrease) in cash....................... 4 (16)
Cash at beginning of period........................... 13 17
------- -------
Cash at end of period................................. $ 17 $ 1
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest on indebtedness.......................... $ 1,019 $ 1,487
======= =======
Income taxes...................................... $ 531 $ 2,864
======= =======
Supplemental schedule of noncash investing and
financing activities:
Redemption of convertible notes (Notes 3 and 8)..... $ -- $ 998
======= =======
Receipt of Class A preferred stock in exchange for
accounts receivable (Note 8)....................... $ 53 $ --
======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-36
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

1. MERGER

On August 16, 1995, OmniQuip International, Inc. (OmniQuip), a Delaware
corporation and a 92% owned investee company of Harbour Group Investments III,
L.P., (HGI III L.P.), acquired the issued and outstanding stock of TRAK
International, Inc. (the Company).

The aggregate consideration (purchase price) paid by OmniQuip for the
Company totaled approximately $30,400, including assumed liabilities of
$17,800. The acquisition was financed through a $6,000 equity contribution by
HGI III L.P., a $2,000 subordinated note payable to HGI III L.P., a $5,000
senior subordinated note payable to an insurance company and approximately
$17,400 under credit agreements with certain financial institutions. All
preacquisition debt outstanding, preferred stock, stock warrants and stock
options of the Company at August 16, 1995 were settled or paid in connection
with the acquisition. The acquisition agreement also provides for contingent
consideration to be paid to the former common stockholders of the Company by
OmniQuip should certain future requirements be met.

The accompanying financial statements of the Company have been prepared on a
preacquisition basis of accounting and do not reflect the effects of the
acquisition by OmniQuip or the related financing.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies utilized by the Company require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual amounts could
differ from these estimates. The significant accounting policies followed by
the Company are described below and are in conformity with generally accepted
accounting principles.

Business

The Company is principally engaged in the manufacture and sale of telescopic
material handlers and skid steer loaders to commercial customers and the U.S.
Army.

Revenue recognition

Revenue is recognized upon shipment to the customer. Costs and related
expenses to manufacture the products are recorded as costs of sales when the
related revenue is recognized.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents. Overdrafts on the Company's disbursement accounts
totaling approximately $1,108 at September 30, 1994 are included in accounts
payable.

Relationship with suppliers

Inventories

Inventories are stated at the lower of cost, determined using the first-in,
first-out (FIFO) method, or market. Obsolete or unsalable inventories are
reflected at their estimated realizable values.

F-37
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

Property, plant and equipment

Property, plant and equipment is recorded at cost and is depreciated using
the straight-line method over the estimated useful lives of the assets which
range from 3 to 29 years.

Other noncurrent assets

Other noncurrent assets include net notes receivable outstanding due from
related parties of $397 at September 30, 1994. These notes bear interest at
rates ranging from approximately 7.5% to 8.0%.

Other noncurrent assets include two 50% equity investments in dealers of the
Company's products. In accordance with Accounting Principles Board Opinion
(APB) No. 18, "The Equity Method of Accounting for Investments in Common
Stock," the carrying amount of the investments is adjusted to recognize the
Company's share of the earnings or losses of the investee. In the
determination of the Company's share of earnings or losses, all significant
intercompany profit in inventory on hand at these unconsolidated subsidiaries
is eliminated. The carrying value of the equity investments totaled $711 at
September 30, 1994. Equity earnings from these investments totaled $148 and $0
or the periods ended September 30, 1994 and August 16, 1995, respectively.
Such equity earnings are presented in other non-operating income in the
accompanying financial statements.

Other noncurrent assets also include intangible assets, primarily consisting
of tradename and drawings, which are stated at cost of $922 at September 30,
1994 and which are being amortized on a straight--line basis over varying
lives from five to twenty-five years.

Research and development costs

Research and development costs are expensed as incurred. Such costs incurred
in the development of new products or significant improvements to existing
products totaled approximately $364 and $416 for the periods ended September
30, 1994 and August 16, 1995, respectively.

Warranty costs

The company provides, by a current charge to income, an amount it estimates
will be necessary to cover future warranty obligations for products sold
during the year. The Company also provides for specific warranty obligations
as necessary and appropriate.

Income taxes

Effective October 1, 1992, the Company adopted Statement of Financial
Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes." The
adoption of SFAS 109 changed the Company's method of accounting for income
taxes from the deferred method of (APB No. 11) to an asset and liability
approach. The asset and liability approach requires that deferred income taxes
be provided for temporary differences between the income tax bases of assets
and liabilities, and their carrying amounts for financial reporting purposes.

Fair value of financial instruments

The Company records all financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable, other accruals and notes
payable, at cost which approximates fair value.

F-38
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

Reporting periods

The Company's fiscal year ends on September 30 of each year. Fiscal year
1995 represents the period from October 1, 1994 through August 16, 1995 (the
date immediately preceding the merger described in Note 1).

Earnings per share information

Given the historical organization and capital structure of the Company,
earnings per share information is not considered meaningful or relevant and
has not been presented in the accompanying financial statements or the notes
thereto.

3. FINANCING

Long-term debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
-------------
<S> <C>
UNSUBORDINATED DEBT:
Revolving line of credit--demand note, interest due monthly
at the bank's prime rate plus 1.15 - 2.15% based on
components of the borrowing base (8.75% to 9.75% per annum
at September 30, 1994), secured by certain accounts
receivable and inventories.................................. $ 7,335
Instalment notes payable--principal in the aggregate of $54,
plus interest, due in monthly instalments as defined in the
notes; secured by certain machinery, equipment, and real
estate...................................................... 2,267
SUBORDINATED DEBT:
Convertible note payable--principal due August 9, 1995;
interest due quarterly at 15% per annum; converted to common
stock on August 9, 1995..................................... 250
Convertible note payable--principal due August 9, 1995;
interest due quarterly at 15% per annum; converted to common
stock on August 9, 1995..................................... 750
Note payable--remainder due in 4 equal annual instalments
commencing November 1994, interest due quarterly at 9% per
annum....................................................... 1,200
Note payable--remainder due in 4 equal annual instalments
commencing June 1995, due quarterly at 11 3/8% per annum.... 600
-------
12,402
Less--Current portion of long-term debt...................... 9,436
-------
$ 2,966
=======
</TABLE>

The Company maintained a Loan and Security Agreement with a bank which
provided for a revolving line of credit facility and instalment notes. The
revolving line of credit facility provided for borrowings of up to the lesser
of $12,000 or a borrowing base formula defined as, 85% of eligible receivables
plus the lesser of (a) $5,500, or (b) 70% of qualified finished goods
inventory plus 50% of qualified raw materials, components and service parts
inventory as defined in the agreement. Borrowings under this line of credit
were evidenced by demand instruments and bore interest at the bank's prime
rate plus 1.15% except for advances based upon amounts due from customers with
instalment payment or consignment like terms, which bore interest at the

F-39
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

bank's prime rate plus 2.15% (no such advances were outstanding at September
30, 1994). Amounts outstanding thereunder totaled $7,335 at September 30,
1994. The Company had $187 in outstanding letters of credit at September 30,
1994.

Effective April 4, 1995, the Company entered into three amended and restated
instalment notes payable in the amounts of $1,400, $1,530, and $270 which
replaced the existing instalment notes. With respect to the $1,530 note
described above, $600 of such note will not be funded until certain
requirements have been met related to the Company's expansion at its facility
in Port Washington, Wisconsin. The amended and restated notes bore interest at
the bank's prime rate plus 1.15% and were due in equal monthly principal
payments of $93, $64, and $11, respectively, which commenced May 1, 1995.
Effective July 10, 1995, the Company entered into a fourth instalment note
payable in the amount of $574 under the Loan and Security Agreement. This note
also bore interest at the bank's prime rate plus 1.15% and was due in equal
monthly principal payments of $10, which commenced August 1, 1995.

The Company's borrowing agreements contained restrictions and requirements,
including limitations on capital expenditures, new indebtedness, achievement
of certain earnings levels, maintenance of working capital amounts, and
limitations on dividend payments, among others.

Under the terms of the convertible notes payable agreements, such debt
effectively was converted to common stock of the Company prior to August 16,
1995. See Note 8 for further discussion. All remaining outstanding debt was
repaid on August 16, 1995 as a part of the acquisition described in Note 1
with the proceeds of new borrowings.

Maturities of long-term debt for each of the fiscal years subsequent to
September 30, 1994 under terms in existence at September 30, 1994 (as noted
above, all outstanding debt was repaid on August 16, 1995 in connection with
the acquisition described in Note 1).

4. LEASE COMMITMENTS

The Company leases certain of its equipment and automobiles under
noncancelable lease agreements. These leases have been accounted for as
operating leases.

Minimum lease payments under long-term operating leases in effect at August
16, 1995 are as follows:

Rent expense under all operating leases for the periods ended September 30,
1994 and August 16, 1995 was approximately $318 and $301, respectively.

F-40
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

5. INCOME TAXES

The provision for income taxes is summarized as follows for the periods
ended:

<TABLE>
<CAPTION>
SEPTEMBER 30, AUGUST 16,
1994 1995
------------- ----------
<S> <C> <C>
Current tax expense:
Federal........................................... $565 $2,056
State............................................. 172 374
---- ------
Total current................................... 737 2,430
---- ------
Deferred tax expense (benefit):
Federal........................................... 111 (703)
State............................................. 28 (132)
---- ------
Total deferred.................................. 139 (835)
---- ------
Provision for income taxes.......................... $876 $1,595
==== ======
</TABLE>

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1994
-------------
<S> <C>
Deferred tax assets:
Accruals and other reserves.................................. $ 706
Inventories.................................................. 276
Other........................................................ 86
------
Gross deferred tax assets.................................. 1,068
------
Deferred tax liabilities:
Property, plant and equipment................................ 552
Other........................................................ 78
------
Gross deferred tax liabilities................................. 630
------
Net deferred tax asset......................................... $ 438
======
Current deferred tax asset..................................... $ 877
Long-term deferred tax liability............................... (439)
------
Net deferred tax asset......................................... $ 438
======
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, AUGUST 16,
1994 1995
------------- ----------
<S> <C> <C>
Statutory rate..................................... 34.0% 34.0%
Non-temporary differences:
State tax provision, net......................... 6.0 3.7
Other............................................ (0.2) 3.4
---- ----
Total provision................................ 39.8% 41.1%
==== ====
</TABLE>

F-41
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

6. RETIREMENT PLANS

The Company offers all full-time non-union employees who have completed six
months of service a retirement savings plan under Section 401(k) of the
Internal Revenue Code. The Company also offers all union employees who have
completed 30 days of service a retirement savings plan under Section 401(k) of
the Internal Revenue Code. On December 13, 1994, the Board of Directors
approved a non-elective Company contribution of 1% of the compensation paid
during fiscal 1994 to each active participant (union and non-union) who was
employed by the Company as of August 31, 1994. For the periods ended September
30, 1994 and August 16, 1995, Company contributions totaled $726 and $822,
respectively.

7. CLASS B MANDATORILY REDEEMABLE PREFERRED STOCK

The mandatorily redeemable preferred stock carries a 6% cumulative dividend
rate, payable quarterly based upon the liquidation value of such stock.
Liquidation value is defined as $1,000 per share plus any dividends in
arrears.

Under the original terms of the Class B mandatorily redeemable preferred
stock, the Company is required to redeem all Class B preferred shares at
October 31, 1995 at a price per share equal to the liquidation value plus
twenty percent of the Company's cumulative net income divided by 3,000. The
Company is accreting these shares to their currently estimated redemption
price, using the effective interest method over the period to the date of
redemption. For the periods ended September 30, 1994 and August 16, 1995, such
accretion charged to retained earnings approximated $262 and $530,
respectively. The holder of this preferred stock is also entitled to convert,
at any time, each share into 1.829 shares of common stock. The holder of the
Class B preferred stock is entitled to one vote per common share which would
be issuable upon conversion of the preferred stock. The Company may force
conversion at the time of a public offering by the Company of its common
stock. The Class B mandatorily redeemable preferred stock has priority over
Class A preferred stock and common stock upon liquidation of the Company, to
the extent of liquidation value. In addition, Class B mandatorily redeemable
preferred stock has preference over Class C convertible redeemable preferred
stock, up to an amount equal to 63% of the liquidation value of the
outstanding Class B shares.

The Company had reserved 5,487 shares of common stock for issuance upon
conversion. The mandatorily redeemable preferred stock was settled in
connection with the merger described in Note 1.

8. SHAREHOLDERS' EQUITY

Class A preferred stock

The holders of this preferred stock are entitled to convert, at any time,
their shares into shares of common stock on a one-for-one basis. The Company
may force conversion at the time of a public offering by the Company of its
common stock. The Class A preferred stock has priority over common stock upon
liquidation of the Company, to the extent of liquidation value. Each share of
Class A preferred stock is entitled to one vote.

The Company had reserved 1,408 shares of common stock for issuance upon
conversion.

Class C convertible preferred stock

The convertible preferred stock carries a 6% cumulative dividend rate,
payable quarterly based upon the liquidation value of the stock. Liquidation
value is defined as $1,000 per share plus any dividends in arrears.

The holders of the Class C preferred stock are entitled to convert at any
time prior to September 15, 1995, each share into 1.11 shares of common stock.
The holder of this Class C preferred stock is entitled to one vote

F-42
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

per common share which would be issuable upon conversion of the preferred
stock. On or after September 15, 1995, the Company has the option to redeem
the Class C preferred shares, in whole or in part, at a price per share equal
to the liquidation value. The Class C convertible preferred stock has priority
over Class A preferred stock and common stock upon liquidation of the Company,
to the extent of liquidation value.

The Company has reserved 1,234 shares of common stock for issuance upon
conversion.

Common stock

Each share of common stock is entitled to one vote. On August 9, 1995, the
Company's convertible notes payable were converted to 1,110 shares of Common
Stock.

Additional paid-in capital

On August 9, 1995, the Company's convertible notes payable were converted,
based on the terms of their respective agreements, at $900 per share into
1,110 shares of common stock and $997 of additional paid-in capital.

Treasury stock

During the period ended September 30, 1994, the Company repurchased five
shares of its Class A preferred stock for cash and took receipt of 100 shares
of its Class A preferred stock in exchange for forgiveness of outstanding
past-due receivable amounts from a customer.

Stock warrants

The holders of the convertible subordinated notes outstanding at September
30, 1994 (see Note 3) also hold warrants to purchase an aggregate total of 320
shares of the Company's common stock at a price of $940 per share. These
warrants are exercisable any time and expire on the earlier of a) the date no
further amounts remain outstanding under the convertible subordinated notes
payable or b) the closing of a registered offering of Company common stock.

Stock options

Certain of the Company's officers have been granted options to purchase an
aggregate total of 600 shares of the Company's common stock at a price between
$750 and $940 per share as set forth in the respective common stock option
agreements. These options are exercisable immediately and terminate between
2001 and 2003.

At September 30, 1994, no options were exercised.

All of the above-described preferred stock, stock warrants and stock options
were settled in connection with the merger described in Note 1.

9. POSTRETIREMENT BENEFITS

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 106, "Employer's Accounting for Postretirement Benefits Other
Than Pensions," (OPEB or SFAS 106) at October 1, 1994. This standard requires
recognition of the cost of providing postretirement benefits during an
employee's period of service.

F-43
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

The Company provides health care and life insurance benefits for certain
employees who retired prior to November 13, 1987 (less than 100 retirees at
September 30, 1994). Management plans to fund the premiums as incurred, net of
reimbursements received by plan participants.

In the period ended August 16, 1995, the Company recorded a $408 accrued
postretirement benefit obligation, which represents a change in accounting
principle. There are no plan assets. For measurement purposes, a 10.5% annual
rate of increase in health care premiums was assumed for 1995; this rate was
assumed to decrease 1% per year to 5.5% in 2000 and remain at that level
thereafter. The weighted average discount rate used to determine the
accumulated postretirement benefit obligation was 7.5% at August 16, 1995. The
obligation was calculated utilizing the 1983 group annuity mortality tables
for males and females. The annual periodic postretirement benefit cost for the
plan year beginning July 1, 1995 will approximate $29.

10. RELATED PARTIES

Several of the Company's shareholders are dealers in the Company's
equipment. Sales of equipment to these dealers approximated $13,672 and
$17,303 for the periods ended September 30, 1994 and August 16, 1995,
respectively. One of the Company's shareholders supplies inventory to the
Company. Purchases of inventory from this shareholder amounted to $2,479 and
$4,166 for the periods ended September 30, 1994 and August 16, 1995,
respectively. Management believes these transactions to be at arms-length.

The Company had trade receivables from related parties of $2,235 at
September 30, 1994. The company also had trade payables to related parties of
$294 at September 30, 1994.

The holders of the Company's convertible notes payable described in Note 3
also own the Company's Class B mandatorily redeemable preferred stock and hold
stock warrants. The holders of the company's other subordinated notes payable
own the Company's Class C preferred stock.

See also discussion of other noncurrent assets in Note 2.

11. CUSTOMER FINANCING ARRANGEMENTS

The Company has financing arrangements with certain third-party financing
institutions to facilitate dealer purchases of equipment under a floor plan
arrangement. The Company is obligated to repurchase the outstanding loan
balance of a dealer in the event of default by the dealer which is not cured
by such dealer within a 90-day period. A security interest in the equipment
financed is maintained by the finance companies. Aggregate outstanding loan
balances under these agreements at September 30, 1994 approximated $22,390.
Aggregate losses under one of the arrangements for calendar year 1995 are
limited to 25% of the outstanding loan balance at December 31, 1994. The
outstanding loan balance at December 31, 1994 under this arrangement
approximated $24,841.

The Company maintains a reserve for potential repurchases of loans in
default under the floor plan arrangements described above. This reserve is
included in other current liabilities and totaled approximately $47 and $177
at September 30, 1994 and August 16, 1995, respectively. The related provision
charged to operations totaled approximately $148 and $151 for the periods
ended September 30, 1994 and August 16, 1995, respectively.

In conjunction with these floor plan arrangements, the Company incurs
dealer-related finance charges at varying rates up to a maximum of six months.
The finance charges incurred by the Company for the periods

F-44
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

ended September 30,1994 and August 16, 1995 for all outstanding customer
financing arrangements totaled $864 and $1,320, respectively.

12. CONCENTRATIONS OF CREDIT

The Company principally sells its products through a distribution network
and performs ongoing credit evaluations of its dealers and distributors. The
Company maintains reserves for potential credit losses and historically such
losses have been within management's expectations. At September 30, 1994, the
company's five largest dealers and distributors represented approximately 21%
of trade receivables. In addition, sales to such dealers and distributors for
the periods ended September 30, 1994 and August 16, 1995 approximated 23% and
22%, respectively, of the Company's net sales.

13. CONTINGENCIES

The Company is included in various litigation consisting almost entirely of
product and general liability claims arising in the normal course of business.
The Company maintains insurance policies relative to product and general
liability claims and has provided reserves for the estimated cost of the self-
insured retention; accordingly, these actions, when ultimately concluded, are
not expected to have a material adverse effect on the financial position or
results of operations of the Company.

14. SUPPLEMENTAL BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
------------------
<S> <C>
ACCOUNTS RECEIVABLE, NET:
Trade receivables......................................... $10,385
Less allowance for doubtful receivables................... (162)
Other receivables......................................... 137
-------
$10,360
=======
INVENTORIES:
Finished goods............................................ $ 4,267
Work in process........................................... 1,751
Raw materials............................................. 2,686
-------
$ 8,704
=======
PREPAID EXPENSES AND OTHER CURRENT ASSETS:
Deferred income taxes..................................... $ 877
Other..................................................... 466
-------
$ 1,343
=======
</TABLE>

F-45
<PAGE>

TRAK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
------------------
<S> <C>
PROPERTY, PLANT AND EQUIPMENT, NET:
Machinery and equipment................................. $ 5,775
Buildings and building improvements..................... 3,095
Land and land improvements.............................. 263
Construction in progress................................ 201
-------
Total property, plant and equipment, at cost............ 9,334
Less: accumulated depreciation.......................... (3,137)
-------
$ 6,197
=======
ACCRUED LIABILITIES:
Accrued employee compensation and benefits, including
taxes.................................................. $ 880
Accrued warranty........................................ 638
Accrued compensation.................................... 389
Product liability reserves.............................. 264
Other................................................... 448
-------
$ 2,619
=======
</TABLE>

15. QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data for fiscal 1994 and 1995 appears below:

<TABLE>
<CAPTION>
NET INCOME
NET SALES GROSS PROFIT (LOSS)
--------------- --------------- ---------------
1994 1995(1) 1994 1995(1) 1994 1995(1)
------- ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
First quarter............. $10,210 $17,821 $ 1,692 $ 4,223 $ (888) $ 38(2)
Second quarter............ 15,628 22,914 3,606 5,288 876 867
Third quarter............. 18,676 24,229 4,599 5,671 758 850
Fourth quarter............ 16,459 10,437 3,868 2,512 579 533
------- ------- ------- ------- ------ ------
$60,973 $75,401 $13,765 $17,694 $1,325 $2,288
======= ======= ======= ======= ====== ======
</TABLE>
- --------
(1) Amounts are for the period from October 1, 1994 through August 16, 1995,
the period preceding the acquisition described in Note 1.
(2) In October 1994, TRAK adopted Statement of Financial Accounting Standards
No. 106, "Employer's Accounting for Postretirement Benefits Other Than
Pensions" (SFAS 106). The cumulative effect of adopting SFAS 106 was to
record a charge of $408, less applicable income tax benefits of $167.

F-46
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Figgie International Inc.:

We have audited the accompanying combined statements of assets, liabilities,
and divisional equity of the Snorkel division of Figgie International Inc. (as
defined in Note 1) (the Division), as of December 31, 1996 and 1995, and the
related combined statements of revenue and certain expenses, changes in
divisional equity, and cash flows for each of the three years in the period
ended December 31, 1996. These statements are the responsibility of the
Division's management. Our responsibility is to express an opinion on the
statements based on our audits.

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

The accompanying statements of the Division were prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission (for inclusion in this Registration Statement on Form S-1 of
OmniQuip International, Inc.) and, as described in Note 1, are not intended to
be a complete presentation of the entity's assets, liabilities, revenues and
expenses.

In our opinion, the statements referred to above present fairly, in all
material respects, the combined assets, liabilities and divisional equity of
the Snorkel division of Figgie International Inc. as of December 31, 1996 and
1995, and its combined revenue and certain expenses, cash flows and changes in
divisional equity for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.

Arthur Andersen LLP
Kansas City, Missouri,
November 20, 1997

F-47
<PAGE>

SNORKEL DIVISION OF
FIGGIE INTERNATIONAL INC.
(NOTE 1)

COMBINED STATEMENTS OF ASSETS, LIABILITIES, AND DIVISIONAL EQUITY
DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash............................................... $ 1,014,000 $ 348,000
Accounts receivable, net of allowance for doubtful
accounts of $160,000 and $129,000 for 1996 and
1995, respectively................................ 11,954,000 13,379,000
Inventory--
Raw materials and WIP............................ 18,434,000 11,371,000
Finished goods................................... 8,027,000 8,549,000
----------- -----------
26,461,000 19,920,000
Prepaid expenses................................... 136,000 156,000
----------- -----------
Total current assets........................... 39,565,000 33,803,000
PROPERTY AND EQUIPMENT:
Land and improvements.............................. 507,000 497,000
Building and improvements.......................... 6,611,000 6,004,000
Machinery and equipment............................ 13,201,000 10,026,000
Furniture and fixtures............................. 229,000 117,000
Construction-in-process............................ -- 31,000
----------- -----------
20,548,000 16,675,000
Less--Accumulated depreciation................... (7,097,000) (5,024,000)
----------- -----------
13,451,000 11,651,000
Goodwill........................................... 14,094,000 14,569,000
Other assets....................................... 91,000 91,000
----------- -----------
Total assets................................... $67,201,000 $60,114,000
=========== ===========
LIABILITIES AND DIVISIONAL EQUITY
CURRENT LIABILITIES:
Checks outstanding in excess of cash balance....... $ -- $ 880,000
Accounts payable................................... 10,570,000 13,227,000
Accrued salaries................................... 2,044,000 1,253,000
Accrued expenses................................... 465,000 784,000
Accrued taxes other than federal income tax........ 1,436,000 972,000
----------- -----------
Total current liabilities...................... 14,515,000 17,116,000
DIVISIONAL EQUITY
52,686,000 42,998,000
----------- -----------
Total liabilities and divisional equity........ $67,201,000 $60,114,000
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-48
<PAGE>

SNORKEL DIVISION OF
FIGGIE INTERNATIONAL INC.
(NOTE 1)

COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ -----------
<S> <C> <C> <C>
NET SALES.............................. $158,496,000 $129,984,000 $87,046,000
COST OF SALES.......................... 123,561,000 106,532,000 75,563,000
------------ ------------ -----------
Gross profit....................... 34,935,000 23,452,000 11,483,000
OPERATING EXPENSES:
Selling.............................. 4,277,000 3,376,000 2,563,000
General and administrative........... 5,843,000 4,952,000 2,436,000
Research and development............. 2,737,000 2,540,000 2,153,000
------------ ------------ -----------
Operating income................... 22,078,000 12,584,000 4,331,000
INTEREST:
Income............................... 36,000 18,000 14,000
Expense.............................. (87,000) (21,000) (22,000)
OTHER INCOME (EXPENSE)................. 610,000 (252,000) 9,762,000
------------ ------------ -----------
REVENUE IN EXCESS OF EXPENSES.......... $ 22,637,000 $ 12,329,000 $14,085,000
============ ============ ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-49
<PAGE>

SNORKEL DIVISION OF
FIGGIE INTERNATIONAL INC.
(NOTE 1)

COMBINED STATEMENTS OF CHANGES IN DIVISIONAL EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- ------------
<S> <C> <C> <C>
BALANCE, beginning of year............. $ 42,998,000 $35,096,000 $ 35,748,000
Revenue in excess of expenses........ 22,637,000 12,329,000 14,085,000
Cumulative translation adjustment.... 411,000 69,000 225,000
Cash transfers to parent, net........ (13,360,000) (4,496,000) (14,962,000)
------------ ----------- ------------
BALANCE, end of year................... $ 52,686,000 $42,998,000 $ 35,096,000
============ =========== ============
</TABLE>

The accompanying notes are an integral part of these statements.

F-50
<PAGE>

SNORKEL DIVISION OF
FIGGIE INTERNATIONAL INC.
(NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Revenue in excess of expenses....... $ 22,637,000 $12,329,000 $ 14,085,000
Adjustments to reconcile revenue in
excess of expenses to cash provided
by operating activities--
Depreciation...................... 2,073,000 2,667,000 905,000
Amortization of goodwill.......... 475,000 475,000 475,000
(Increase) decrease in accounts
receivable....................... 1,425,000 (5,969,000) (3,149,000)
(Increase) decrease in
inventories, net................. (6,541,000) (2,519,000) 389,000
Decrease in other assets.......... 20,000 20,000 3,298,000
Increase (decrease) in
liabilities...................... (2,190,000) 3,678,000 2,803,000
------------ ----------- ------------
Net cash provided by operating
activities..................... 17,899,000 10,681,000 18,806,000
------------ ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and
equipment.......................... (3,873,000) (6,341,000) (3,759,000)
------------ ----------- ------------
Net cash used in investing
activities..................... (3,873,000) (6,341,000) (3,759,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash transfers to Parent, net....... (13,360,000) (4,496,000) (14,962,000)
------------ ----------- ------------
Net cash used in financing
activities..................... (13,360,000) (4,496,000) (14,962,000)
NET INCREASE (DECREASE) IN CASH....... 666,000 (156,000) 85,000
CASH, beginning of period............. 348,000 504,000 419,000
------------ ----------- ------------
CASH, end of period................... $ 1,014,000 $ 348,000 $ 504,000
============ =========== ============
</TABLE>

The accompanying notes are an integral part of these statements.

F-51
<PAGE>

SNORKEL DIVISION OF
FIGGIE INTERNATIONAL INC.
(NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996

1. NATURE AND ORGANIZATION OF BUSINESS:

The Snorkel division (the Division), a division of Figgie International Inc.
(the Parent), manufactures self-propelled aerial work platforms, such as
telescopic and articulating booms and scissorlifts for use in construction and
maintenance activities. Snorkel also fabricates and services booms that are
mounted on fire apparatus to deliver large quantities of water from elevated
positions. The Division includes the operations of the Parent's subsidiaries
in Australia and New Zealand. The Division's foreign operations accounted for
approximately $27,435,000, $19,005,000 and $13,054,000 of net sales,
$5,388,000, $3,702,000 and $2,222,000 of operating income, and $13,485,000,
$11,101,000 and $7,238,000 of total assets in 1996, 1995, and 1994,
respectively.

The statements have been prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission (for inclusion
in this Registration Statement on Form S-1 of OmniQuip International, Inc.)
and are not intended to be a complete presentation of the Division's assets,
liabilities, revenues and expenses. These statements reflect the revenues and
expenses of the Division, including those direct expenses of the Division that
are paid by the Parent and charged directly to the Division. Certain expenses
incurred by the Parent have not been allocated to the Division. These expenses
include corporate legal, treasury, and tax services. Additionally, the taxable
income of the U.S. portion of Division is included in the consolidated U.S.
tax return of the Parent. As a result, the Parent has allocated no U.S. income
tax expense or related current or deferred tax assets or liabilities to the
Division. The U.S. operation of the Division is not an income tax reporting
entity nor does it have a tax-sharing agreement with the Parent. Income tax
liabilities or benefits attributable to the Division are recorded by the
Parent.

The Parent utilizes a centralized cash management system for certain of its
operations, including the Division. Cash distributed to or advanced from the
Parent has been reflected as a decrease or increase in divisional equity in
the accompanying statements. The cash transfers (to) from the Parent, net for
1996, 1995 and 1994 consist entirely of such transactions.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Property and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets,
which are as follows:

<TABLE>
<S> <C>
Buildings.......................... 20 to 50 years
Building improvements.............. 2 to 20 years
Machinery and equipment............ 3 - 12 years
Furniture and fixtures............. 5 - 10 years
</TABLE>

Inventories

Manufacturing inventories are stated at the lower of first-in, first-out
(FIFO) method or market and include the cost of material, labor and overhead
used in the manufacturing process.

Goodwill

Goodwill of $18,329,000 at December 31, 1996 and 1995, represents costs in
excess of net assets of purchased businesses, and is amortized over a 40-year
life. At December 31, 1996 and 1995, accumulated goodwill amortization was
$4,235,000 and $3,760,000, respectively.

F-52
<PAGE>

SNORKEL DIVISION OF
FIGGIE INTERNATIONAL INC.
(NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1996

Foreign Operations

The statements of assets, liabilities and divisional equity of the
Division's foreign entities are translated into U.S. dollars using the
exchange rate in effect at year-end. Cumulative foreign currency translation
adjustment is included in divisional equity.

The Division's foreign entities file tax returns in their respective
countries. The amount of tax expense relating to the Division's foreign
operations was $1,234,000, $1,238,000 and $335,000 in 1996, 1995 and 1994,
respectively. The accompanying statements do not include a provision for these
charges.

Self-Insurance Liabilities

The Division is self-insured for certain levels of general liability
(including product liability) and workers' compensation coverage. The Parent
has recorded accruals for self-insurance programs based on actuarial
calculations prepared by outside actuaries. The Parent has billed the Division
$2,128,000, $4,591,000 and $3,235,000 in 1996, 1995 and 1994, respectively,
for such costs.

Use of Estimates

The preparation of statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

3. RETIREMENT BENEFITS:

Most employees of the Division are covered under the Parent's
noncontributory retirement plans. The plan benefits for salaried employees are
based on employees' earnings during their years of participation in the plan.
Hourly employees' plan benefits are based on various dollar units multiplied
by the number of years of eligible service. The Parent's policy is to fund
amounts as necessary on an actuarial basis to comply with the Employee
Retirement Income Security Act of 1974. Cost is allocated to each of the
Parent's operations based on an actuarial determination.

The Division recorded pension expense of $208,000, $163,000 and $368,000 in
1996, 1995 and 1994, respectively.

4. LEASE COMMITMENTS:

Rental commitments under noncancelable operating leases as of December 31,
1996, were as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31
------------------------
<S> <C>
1997............................................................ $ 3,876,000
1998............................................................ 3,363,000
1999............................................................ 2,054,000
2000............................................................ 570,000
2001 and beyond................................................. 633,000
-----------
Total minimum payments required............................... $10,496,000
===========
</TABLE>

F-53
<PAGE>

SNORKEL DIVISION OF
FIGGIE INTERNATIONAL INC.
(NOTE 1)

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1996

Certain leases expiring during 1998 and 1999 contained an option whereby the
Division could purchase the equipment for a fixed price. Upon the sale of the
Division on November 17, 1997 (Note 7), the equipment underlying these leases
was purchased by the acquirer at a cost of $7,640,000.

5. CONTINGENCIES:

The Division is subject to litigation from time to time in the ordinary
course of business. Although the amount of any liability with respect to such
litigation cannot be determined, in the opinion of management, such liability
as of December 31, 1996, will not have a material adverse effect on the
Division's financial position or the results of its operations.

6. OTHER INCOME:

Other income in 1994 includes income of $9,383,000 from insurance recoveries
for the business interruption related to the Missouri river floods in 1993.

7. SALE OF DIVISION:

On November 17, 1997, the Parent sold the assets of the Division to OmniQuip
International Inc. for $100,000,000 in cash, plus up to $50,000,000 in
additional cash consideration based on the Division's net sales between April
1, 1998, and March 31, 1999.

The accompanying notes are an integral part of these statements.

F-54
<PAGE>

SNORKEL DIVISION OF FIGGIE INTERNATIONAL INC.

COMBINED STATEMENTS OF ASSETS, LIABILITIES, AND DIVISIONAL EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash.............................................. $ 1,855,000 $ 1,014,000
Accounts receivable, net of allowance for doubtful
accounts of
$240,000 and $160,000 for 1997 and 1996,
respectively..................................... 17,776,000 11,954,000
Inventory
Raw materials and WIP........................... 19,792,000 18,434,000
Finished goods.................................. 13,690,000 8,027,000
----------- -----------
33,482,000 26,461,000
Prepaid expenses.................................. 155,000 136,000
----------- -----------
Total current assets.......................... 53,268,000 39,565,000
Property and equipment:
Land and improvements............................. 696,000 507,000
Building and improvements......................... 7,107,000 6,611,000
Machinery and equipment........................... 13,580,000 13,201,000
Furniture and fixtures............................ 650,000 229,000
----------- -----------
22,033,000 20,548,000
Less: Accumulated depreciation.................... (9,524,000) (7,097,000)
----------- -----------
12,509,000 13,451,000
Goodwill.......................................... 13,738,000 14,094,000
Other assets...................................... 91,000 91,000
----------- -----------
Total assets.................................. $79,606,000 $67,201,000
=========== ===========
LIABILITIES AND DIVISIONAL EQUITY
Current liabilities:
Accounts payable.................................. $14,842,000 $10,570,000
Accrued salaries.................................. 1,868,000 2,044,000
Accrued expenses.................................. 601,000 465,000
Accrued taxes other than Federal income tax....... 1,393,000 1,436,000
----------- -----------
Total current liabilities..................... 18,704,000 14,515,000
Contingencies (Note 2)
Divisional equity................................... 60,902,000 52,686,000
----------- -----------
Total liabilities and divisional equity....... $79,606,000 $67,201,000
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-55
<PAGE>

SNORKEL DIVISION OF FIGGIE INTERNATIONAL INC.

COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Net sales.......................................... $122,731,000 $124,095,000
Cost of sales...................................... 99,503,000 96,488,000
------------ ------------
Gross profit....................................... 23,228,000 27,607,000
Selling, general and administrative expenses....... 10,741,000 9,557,000
------------ ------------
Operating income................................... 12,487,000 18,050,000
------------ ------------
Other income....................................... 164,000 360,000
------------ ------------
Revenue in excess of expenses...................... $ 12,651,000 $ 18,410,000
============ ============
</TABLE>

The accompanying notes are an integral part of these statements.

F-56
<PAGE>

SNORKEL DIVISION OF FIGGIE INTERNATIONAL INC.

COMBINED STATEMENT OF CHANGES IN DIVISIONAL EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)

<TABLE>
<S> <C>
Balance, December 31, 1996......................................... $52,686,000
Revenue in excess of expenses (unaudited)........................ 12,651,000
Cumulative translation adjustment (unaudited).................... (913,000)
Cash transfers to parent, net (unaudited)........................ (3,522,000)
-----------
Balance, September 30, 1997 (unaudited)............................ $60,902,000
===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-57
<PAGE>

SNORKEL DIVISION OF FIGGIE INTERNATIONAL INC.

COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
----------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Revenue in excess of expenses............. $12,651,000 $18,410,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................. 2,422,000 1,849,000
Amortization of goodwill................. 356,000 356,000
(Increase) decrease in accounts
receivable.............................. (5,822,000) (3,621,000)
(Increase) decrease in inventories, net.. (7,021,000) (2,447,000)
Decrease in prepaid expenses............. (19,000) 34,000
Increase (decrease) in liabilities....... 3,276,000 (806,000)
----------- -----------
Net cash provided by operating
activities............................ 5,843,000 13,775,000
----------- -----------
Cash flows from investing activities:
Capital expenditures..................... (1,480,000) (3,446,000)
----------- -----------
Net cash used in investing activities.. (1,480,000) (3,446,000)
----------- -----------
Cash flows from financing activities:
Cash transfers to parent, net............ (3,522,000) (10,093,000)
----------- -----------
Net cash used in financing activities.. (3,522,000) (10,093,000)
----------- -----------
Net increase in cash....................... 841,000 236,000
Cash, beginning of period.................. 1,014,000 348,000
----------- -----------
Cash, end of period........................ $ 1,855,000 $ 584,000
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-58
<PAGE>

SNORKEL DIVISION OF FIGGIE INTERNATIONAL INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)

1. UNAUDITED COMBINED FINANCIAL STATEMENTS

The accompanying unaudited combined financial statements of Snorkel Division
(the Company or Snorkel) of Figgie International Inc. (Figgie) have been
prepared in accordance with the instructions for Form 10-Q and do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, in the opinion of
management, such information includes all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the results
of operations for the periods presented. Operating results for any quarter are
not necessarily indicative of the results for any other quarter or for the
full year. These statements should be read in conjunction with the audited
combined financial statements and notes relating thereto for the year ended
December 31, 1996 included elsewhere in this Registration Statement on Form S-
1 of OmniQuip International, Inc.

These statements have been prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission and are not
intended to be a complete presentation of the Company's assets, liabilities,
revenues and expenses. The statements reflect the revenues and expenses of the
Company, including those direct expenses of the Company that are paid by
Figgie and charged directly to the Company. Certain expenses incurred by
Figgie have not been allocated to the Company. These expenses include
corporate legal, treasury, and tax services. Additionally, the taxable income
of the U.S. portion of Company is included in the consolidated U.S. tax return
of Figgie. As a result, Figgie has allocated no U.S. income tax expense or
related current or deferred tax assets or liabilities to the Company. The U.S.
operation of the Company is not an income tax reporting entity nor does it
have a tax-sharing agreement with Figgie. Income tax liabilities or benefits
attributable to the Company are recorded by Figgie.

Figgie utilizes a centralized cash management system for certain of its
operations, including the Company. Cash distributed to or advanced from Figgie
has been reflected as a decrease or increase in divisional equity in the
accompanying statements. The cash transfers (to) from Figgie, net for the nine
months ended September 30, 1997 and 1996 consist entirely of such
transactions.

2. CONTINGENCIES

The Company is subject to litigation from time to time in the ordinary
course of business. Although the amount of any liability with respect to such
litigation cannot be determined, in the opinion of management, such liability
as of September 30, 1997, will not have a material adverse effect on the
Company's financial position or the results of its operations.

3. SALE OF SNORKEL

On November 17, 1997, Figgie International Inc. sold certain net assets of
the Company to OmniQuip International, Inc. for $100,000,000 in cash, plus up
to $50,000,000 in additional cash consideration based on the Company's net
sales between April 1, 1998 and March 31, 1999. The accompanying financial
statements reflect the Company's pre-acquisition basis of accounting and do
not reflect any effects of the acquisition by OmniQuip International, Inc. or
the related financing thereof.

F-59
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders ofOmniQuip International, Inc.

In our opinion, the accompanying balance sheet and related statements of
income, of changes in stockholders' equity and of cash flows present fairly,
in all material respects, the financial position of Lull Industries, Inc. at
December 31, 1995 and August 15, 1996, and the results of its operations and
its cash flows for the fiscal years ended December 31, 1994 and 1995, and for
the period January 1, 1996 through August 15, 1996, respectively, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

As explained in Note 1, effective August 15, 1996, OmniQuip International,
Inc. purchased substantially all of the assets and assumed certain liabilities
of Lull Industries, Inc.

Price Waterhouse LLP
St. Louis, Missouri
November 1, 1996

F-60
<PAGE>

LULL INDUSTRIES, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, AUGUST 15,
1995 1996
------------ ----------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets:
Cash................................................. $ 520 $ 3,959
Accounts receivable, net............................. 5,106 6,231
Inventories.......................................... 10,422 11,762
Rental equipment, less accumulated depreciation of
$52 and $0, respectively............................ 997
Prepaid expenses and other current assets............ 147 121
------- -------
Total current assets............................... 17,192 22,073
Property, plant and equipment.......................... 6,350 7,051
Other assets, net...................................... 541 514
------- -------
$24,083 $29,638
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt.................... $ 986 $ 79
Current portion of long-term debt-related party...... 500 500
Accounts payable..................................... 4,255 7,667
Accrued liabilities.................................. 7,107 12,338
------- -------
Total current liabilities.......................... 12,848 20,584
Long-term debt......................................... 898 851
Long-term debt-related parties......................... 3,000 3,000
------- -------
Total liabilities.................................. 16,746 24,435
------- -------
Commitments and contingencies (Notes 4 and 9)
Stockholders' equity:
Class A voting common stock; no par value, stated at
$100 per share; authorized 1,000,000 shares; issued
21,400 and 23,150 shares, respectively.............. 2,140 2,315
Class B nonvoting common stock; authorized 1,000,000
shares; no shares issued -- --
Additional paid-in capital........................... 238 728
Retained earnings.................................... 5,040 2,398
------- -------
7,418 5,441
Less notes receivable from stockholders (Note 5)....... (81) (238)
------- -------
Total stockholders' equity......................... 7,337 5,203
------- -------
$24,083 $29,638
======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-61
<PAGE>

LULL INDUSTRIES, INC.

STATEMENT OF INCOME

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED FOR THE PERIOD FOR THE
DECEMBER 31, JANUARY 1, 1996 SIX MONTHS
--------------- THROUGH ENDED
1994 1995 AUGUST 15, 1996 JUNE 30, 1995
------- ------- --------------- -------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales...................... $45,838 $74,747 $61,898 $35,220
Cost of sales.................. 37,669 59,318 49,212 27,468
------- ------- ------- -------
Gross profit................... 8,169 15,429 12,686 7,752
Selling, general and
administrative expenses....... 3,565 5,987 4,823 2,593
Boom warranty charge (Note 4).. 2,881
Stock compensation expense
(Note 5)...................... 234 504 750 252
------- ------- ------- -------
Operating income............... 4,370 6,057 7,113 4,907
Other (income) expense:
Interest expense, net........ 169 86 110 36
Interest expense-related
parties..................... 240 243 176 120
Other, net................... 510 (424) (256) (48)
------- ------- ------- -------
Net income..................... $ 3,451 $ 6,152 $ 7,083 $ 4,799
======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-62
<PAGE>

LULL INDUSTRIES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED DECEMBER 31, 1994 AND 1995 AND FOR THE PERIOD
JANUARY 1, 1996 THROUGH AUGUST 15, 1996

<TABLE>
<CAPTION>
COMMON SHARES RETAINED NOTES
OUTSTANDING ADDITIONAL EARNINGS RECEIVABLE
CLASS A CLASS A PAID-IN (ACCUMULATED FROM
VOTING VOTING CAPITAL DEFICIT) SHAREHOLDERS TOTAL
------------- ------- ---------- ------------ ------------ -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1994................... 20 $2,000 $ -- $ (386) $ -- $ 1,614
Net income............ 3,451 3,451
Distribution to
stockholders......... -- -- -- (392) -- (392)
--- ------ ----- ------- ----- -------
Balance, December 31,
1994................... 20 2,000 -- 2,673 -- 4,673
Net income............ 6,152 6,152
Distribution to
stockholders......... (3,716) (3,716)
Exercise of employee
stock options (Note
5)................... 1 140 238 (144) 234
Interest on
stockholder notes
receivable........... (6) (6)
Distributions to
stockholders applied
to notes receivable.. -- -- -- (69) 69 --
--- ------ ----- ------- ----- -------
Balance, December 31,
1995................... 21 2,140 238 5,040 (81) 7,337
Net income............ 7,083 7,083
Distribution to
stockholders......... (9,697) (9,697)
Exercise of employee
stock options (Note
5)................... 2 175 490 (180) 485
Interest on
stockholder notes
receivable........... (5) (5)
Distributions to
stockholders applied
to notes receivable.. -- -- -- (28) 28 --
--- ------ ----- ------- ----- -------
Balance, August 15,
1996................... 23 $2,315 $ 728 $ 2,398 $(238) $ 5,203
=== ====== ===== ======= ===== =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-63
<PAGE>

LULL INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED FOR THE PERIOD FOR THE
DECEMBER 31, JANUARY 1, 1996 SIX MONTHS
---------------- THROUGH ENDED
1994 1995 AUGUST 15, 1996 JUNE 30, 1995
------- ------- --------------- -------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income.................... $ 3,451 $ 6,152 $ 7,083 $ 4,799
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization............... 504 627 493 217
Interest on stockholder
notes receivable........... (6) (5)
Donations of equipment (Note
10)........................ 432
(Increase) decrease in
current assets:
Accounts receivable, net... (590) (2,810) (1,124) (2,313)
Inventories................ (1,908) (5,494) (1,340) (2,392)
Prepaid expenses and other
current assets............ 63 (33) 26 (111)
Rental equipment........... (339) (657) 852 339
Increase (decrease) in
current liabilities:
Accounts payable........... 2,723 1,106 3,412 1,339
Accrued liabilities........ 492 5,388 (83) (67)
------- ------- ------- -------
Net cash provided by
operating activities..... 4,828 4,273 9,314 1,811
------- ------- ------- -------
Cash flows from investing
activities:
Capital expenditures, net..... (2,670) (2,191) (1,023) (914)
Purchase of Mahto Industries,
Inc. (Note 11)............... -- (500) -- (500)
------- ------- ------- -------
Net cash used in investing
activities............... (2,670) (2,691) (1,023) (1,414)
------- ------- ------- -------
Cash flows from financing
activities:
Distributions to
stockholders................. (392) (3,716) (3,897) (2,682)
Net proceeds (payments) on
debt under revolving credit
facility..................... (2,905) (100) 2,500
Proceeds from long-term debt.. 1,994 250
Principal payments on long-
term debt.................... (110) (955) (103)
Borrowings from stockholders
notes payable................ 1,000
Principal payments on
stockholder notes payable.... (500) -- -- --
------- ------- ------- -------
Net cash used in financing
activities............... (2,797) (1,932) (4,852) (35)
------- ------- ------- -------
Net increase (decrease) in
cash..................... (639) (350) 3,439 362
Cash at beginning of period.... 1,509 870 520 870
------- ------- ------- -------
Cash at end of period.......... $ 870 $ 520 $ 3,959 $ 1,232
======= ======= ======= =======
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash payments for interest.... $ 446 $ 370 $ 218
======= ======= =======
Supplemental schedule of
noncash investing and
financing activities:
Stockholder notes
receivable issued for
stock..................... $ -- $ 144 $ 180
======= ======= =======
Compensation expense
recorded as additional
paid-in capital on stock
issuance.................. $ -- $ 234 $ 485
======= ======= =======
Distributions to
stockholders applied to
notes receivable.......... $ -- $ 69 $ 28
======= ======= =======
Dividends declared but not
paid...................... $ -- $ -- $ 5,800
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64
<PAGE>

LULL INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. ACQUISITION OF THE COMPANY'S ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES

On August 15, 1996, OmniQuip International, Inc. (OmniQuip) purchased
substantially all of the assets of Lull Industries, Inc. (the Company),
excluding cash, certain accounts receivable and rental equipment, and assumed
certain liabilities of the Company. The purchase price paid to the Company for
the assets totaled approximately $69,000, subject to certain adjustments, and
assumed liabilities totaled approximately $14,600. The acquisition was
financed through additional borrowings. In conjunction with the purchase of
substantially all of the assets and assumption of certain liabilities of the
Company by OmniQuip, the Company's board of directors initiated and approved
changes to the Company's stock option plan, declared a special dividend and
approved a special payment related to the negotiation of the asset
acquisition. The accompanying financial statements have been prepared on a
preacquisition basis of accounting and do not reflect the effects of the
acquisition of the net assets of the Company by OmniQuip International, Inc.
and the related transactions described in the preceding sentence.

2. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

The accounting policies utilized by the Company require management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual amounts could
differ from these estimates. The significant accounting policies followed by
the Company are described below and are in conformity with generally accepted
accounting principles.

Business

The Company commenced full-time operations effective January 1, 1994 after
purchasing the assets of a predecessor business out of bankruptcy in November
1993, and after the completion of a plant and equipment reorganization in
November and December 1993. As a result thereof, a statement of operations for
the period November 1993 through December 31, 1993 is not presented in the
financial statements. The accumulated deficit at December 31, 1993 of ($386)
reflects the net start-up costs of the Company. The acquisition in November
1993 was accounted for under the purchase method of accounting and the
purchase price of approximately $7,000 was assigned to the net assets acquired
based on their fair market value at the acquisition date.

The Company is principally engaged in the manufacture and sale of rough
terrain telescopic material handlers to customers in the United States with a
primary focus on national rental fleets.

Revenue recognition

Revenue is recognized upon shipment to the customer. Costs and related
expenses to manufacture the products are recorded as costs of sales when the
related revenue is recognized.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents. The Company maintains its cash in bank deposit accounts
which may at times exceed federally insured limits. The Company has not
experienced any losses due exceeding these limits.

Relationships with suppliers

F-65
<PAGE>

LULL INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Inventories

Inventories are stated at the lower of cost, determined using the first-in,
first-out (FIFO) method, or market. Obsolete, excess or unsaleable inventories
are reflected at their estimated realizable values.

Rental equipment

Rental equipment consists of machines leased to the Company's largest
customer based on agreements which have expired in 1996. The rental equipment
had been depreciated on a straight-line basis over the estimated life of the
equipment. In 1996, these machines were sold to the customer, with gross
profit of $232 recognized for the excess of the sales price of $1,084 over the
carrying value of the machines.

Property, plant and equipment

Property, plant and equipment is recorded at cost and is depreciated using
the straight-line method over the estimated useful lives of the assets which
range from five to thirty-nine years.

Warranty costs

The Company provides, by a current charge to income, an amount it estimates
will be necessary to cover future warranty obligations for products sold
during the year. As further discussed in Note 4, the Company also provides for
specific warranty obligations as necessary and appropriate.

Customer rebates

The Company offers its customers the opportunity to earn rebates based upon
volume of sales during the fiscal year. The Company provides, by a current
charge to income, an amount it estimates will ultimately be paid as rebates to
those customers based upon current sales levels and anticipated sales trends.

Income taxes

The Company has elected to be taxed as a subchapter S Corporation under
sections of the federal and state income tax laws which provide that, in lieu
of corporate income taxes, the Company's stockholders include in their
individual income tax returns their pro rata share of the Corporation's
taxable income. Therefore, these statements do not include any provision for
corporate income taxes.

Fair value of financial instruments

The Company records all financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable, other accruals and notes
payable, at cost which approximates fair value.

Fiscal year

The Company's fiscal year end is December 31.

F-66
<PAGE>

LULL INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Earnings per share information

Unaudited information

The income statement and cash flow data for the six months ended June 30,
1995 are unaudited. However, in the opinion of management, such information
has been prepared on a basis consistent with the audited financial statements
and includes all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results of operations presented.

3. FINANCING

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, AUGUST 15,
1995 1996
------------ ----------
<S> <C> <C>
Stockholder note payable--principal due November 23,
1998; interest due annually at 8%; subordinated to
bank debt; secured by all assets of the Company....... $3,000 $3,000
Stockholder note payable--principal due January 31,
1996 and in arrears interest due monthly at the prime
rate plus .5% (8.75% at August 15, 1996); secured by
land and buildings.................................... 500 500
Term note payable to City of Eagan, MN--principal plus
interest at 4% due in monthly installments of $2,531
with a final payment due in April 2005; secured by
certain equipment and personal guarantees of the
Company's stockholders................................ 236 222
Term notes payable to financing company--principal plus
interest at 9.5% due in monthly installments of
$87,205, with the final payment made in August 1996;
secured by certain rental equipment................... 915
Mortgage note payable to bank--principal due in monthly
installments of $4,167, plus interest at the prime
rate (8.25% at August 15, 1996), through August 1998,
with remaining balance due September 1998; secured by
building.............................................. 733 708
Revolving credit agreement............................. -- --
------ ------
5,384 4,430
Less--current portion of long-term debt................ 1,486 579
------ ------
$3,898 $3,851
====== ======
</TABLE>

The Company maintains a revolving credit agreement with a bank. This
agreement provides for borrowings of up to the lesser of $4,000 or a borrowing
base formula determined by eligible receivables and inventories. Borrowings
under this line of credit are due April 30, 1997 and bear interest at the
prime rate (8.25% at August 15, 1996). Borrowings outstanding under the
agreement were $100, $0 and $0 at December 31, 1994 and 1995, and August 15,
1996, respectively. At August 15, 1996, the Company had unused borrowing
capacity of $4,000 under this facility. Substantially all of the Company's
assets are pledged as security under the credit agreement. In addition, the
Company's two primary stockholders have personally guaranteed any borrowings
thereunder up to $500 in total, and have pledged their shares of the Company's
common stock as collateral. The loan requires maintenance of minimum working
capital, net worth, and other financial ratios and contains other covenants
limiting borrowings, cash dividends or distributions, and equipment purchases.
The Company has obtained a waiver from the bank for any covenant violations.

F-67
<PAGE>

LULL INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Interest expense relative to stockholder notes payable approximated $240,
$243 and $176 for the fiscal years ended December 31, 1994 and 1995 and for
the period January 1, 1996 through August 15, 1996, respectively.

Maturities of long-term debt for the period and fiscal years subsequent to
August 15, 1996 are as follows:

<TABLE>
<S> <C>
August 15-December 31, 1996.......................................... $ 527
1997................................................................. 52
1998................................................................. 3,661
1999................................................................. 24
2000................................................................. 25
Thereafter........................................................... 141
------
$4,430
======
</TABLE>

All of the Company's outstanding debt was repaid in conjunction with the
purchase of the Company's assets by OmniQuip, as described in Note 1.

4. BOOM WARRANTY CHARGE

During 1995, the Company determined that a specific warranty obligation had
been incurred on certain manufactured boom units. The Company completed its
initial assessment of the magnitude of the potential warranty claims and
recorded a charge to operations of $2,881 for the fiscal year ended December
31, 1995. This amount represents the Company's estimate of the total costs
associated with this warranty obligation. At December 31, 1995 and August 15,
1996, a corresponding liability of $2,881 and $2,600, respectively, is
reflected as a component of accrued liabilities in the accompanying balance
sheet.

5. STOCK COMPENSATION EXPENSE

The Company has a stock option plan for certain key employees whereby the
Company granted options on January 5, 1994 to purchase 9,114 shares of the
Company's Class A common stock at exercise prices ranging from $100 to $110
per share. Fair value of the common stock was determined by the Board of
Directors to be $100 per share at the grant date. These options are
exercisable over five years from date of grant based upon individual vesting
provisions and Company profitability. Additionally, the options contain a
repurchase provision whereby the Company may buy back the stock at some future
date, based on a per share price equal to 110% of the Company's net book
value. During 1995 and 1996, options to acquire 1,400 and 1,750 common shares,
respectively, were exercised in accordance with the terms of the agreement.
Approximately $144 and $180, respectively, in interest-bearing notes were
issued to the employees to finance the exercise of the stock options, which
have carrying values of $81 and $238 at December 31, 1995 and August 15, 1996,
respectively. The options and any related stock purchases may be canceled if
income levels are not achieved over the five-year period or in the event of
termination of employment of the key employees.

During the fiscal years ended December 31, 1994 and 1995, and in the period
January 1, 1996 through August 15, 1996, stock compensation expense in the
amount of $234, $504 and $750, respectively, has been recorded and charged to
operations in relation to this plan. Such compensation expense was determined
based on the difference between the exercise price at the date of grant and
the formula price to be paid by the Company upon repurchase.

6. RETIREMENT PLAN

Effective August 1, 1995, the Company adopted a 401(k) profit sharing plan
which covers substantially all eligible employees who meet certain service and
age requirements. Commencing January 1, 1996, the Company

F-68
<PAGE>

LULL INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

has provided a matching contribution equal to 100% of each eligible
participant's contributions to the plan at a rate of between 1% and 5% of the
employee's years of service, as defined. In addition, the Company may make
discretionary contributions to the plan. During the period January 1, 1996
through August 15, 1996, the Company contributed $66 to the plan.

7. CUSTOMER FINANCING ARRANGEMENTS

The Company is a party to a retail finance agreement with a financing
company, which provides the Company's distributors with financing for
equipment purchases from the Company. The financing company has also agreed to
provide financing for distributors' purchases of Company-produced equipment
used as rental inventory by the distributors. Such contracts are arranged on
an instalment basis with a balloon payment by the distributor for the residual
balance at the end of the term (typically due 48 months from date of
shipment). In the event the distributor does not elect to pay or refinance the
balloon payment, the Company has agreed to pay the residual amount if
requested by the financing company. A secured interest in the equipment
financed is maintained by the finance company. Aggregate outstanding loan
balances under this agreement as of December 31, 1995 and August 15, 1996 were
approximately $2,600 and $10,887, respectively. This contingency would be
reduced by proceeds from the sales of related equipment. Management believes
that any such liability under this arrangement, if incurred, would not have a
material impact on the results of operations or financial condition of the
Company.

8. CONCENTRATIONS OF CREDIT

Sales are made throughout the United States primarily on credit terms
established on an individual customer basis. The Company performs ongoing
credit evaluations of its customers. The Company maintains reserves for
potential credit losses and historically such losses have been within
management's expectations. Sales to the Company's five largest customers
during the fiscal years ended December 31, 1994 and 1995 and the period
January 1, 1996 through August 15, 1996 were 49%, 48% and 42% of net sales,
respectively. Receivables from these customers approximated 13% and 43% of
trade accounts receivable at December 31, 1995 and August 15, 1996,
respectively.

9. CONTINGENCIES

The Company is included in various litigation consisting almost entirely of
product and general liability claims arising in the normal course of business.
The Company maintains insurance policies relative to product and general
liability claims and has provided reserves for the estimated cost of the self-
insured retention; accordingly, these actions, when ultimately concluded, are
not expected to have a material adverse effect on the financial position or
results of operations of the Company.

10. DONATIONS OF EQUIPMENT

The Company donated certain equipment with a net book value of $432 to
various nonprofit organizations in 1994. These items were originally acquired
by the Company in 1993 in connection with the acquisition and formation of the
business. This type of donation is not expected to occur in the future and
accordingly, management has classified the associated expense as nonoperating.

11. ACQUISITION OF MAHTO INDUSTRIES, INC.

In April 1995, the Company purchased the inventory and production equipment
of Mahto Industries, Inc., a manufacturer of light-duty construction equipment
for $500. The acquisition has been accounted for as a

F-69
<PAGE>

LULL INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

purchase, and results of operations since the date of acquisition are included
in the statement of income. The fair value of the net assets acquired exceeded
the purchase price by approximately $200, which was applied to reduce the
carrying value of the production equipment. The pro forma impact of this
acquisition on the Company's operation results was immaterial.

12. SUPPLEMENTAL BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
DECEMBER 31, AUGUST 15,
1995 1996
------------ ----------
<S> <C> <C>
ACCOUNTS RECEIVABLE, NET:
Trade receivables..................................... $ 4,906 $ 6,378
Less allowance for doubtful accounts.................. (100) (149)
Other receivables..................................... 300 2
------- -------
$ 5,106 $ 6,231
======= =======
INVENTORIES:
Finished goods........................................ $ 1,958 $ 6,669
Work in process....................................... 743 1,598
Raw materials......................................... 7,721 3,495
------- -------
$10,422 $11,762
======= =======
PROPERTY, PLANT AND EQUIPMENT, NET:
Machinery and equipment............................... $ 3,451 $ 4,460
Buildings and building improvements................... 2,785 2,865
Land and land improvements............................ 414 414
Furniture and fixtures................................ 796 840
------- -------
Total property, plant and equipment, at cost.......... 7,446 8,579
Less: accumulated depreciation........................ (1,096) (1,528)
------- -------
$ 6,350 $ 7,051
======= =======
ACCRUED LIABILITIES:
Accrued customer rebates.............................. $ 2,532 $ 2,097
Accrued salaries and employee benefits................ 422 580
Accrued stock compensation expense.................... 504 769
Dividends declared and payable........................ 5,800
Accrued boom warranty................................. 2,881 2,000
Other accrued warranty................................ 346 537
Other................................................. 422 555
------- -------
$ 7,107 $12,338
======= =======
</TABLE>

F-70
<PAGE>

[INSIDE BACK COVER OF PROSPECTUS]

Photo: OmniQuip's military telescopic material handlers loading onto military
transport aircraft

Photo: SCAT TRAK brand skid steer loader with trencher attachment

Photo: SNORKELIFT brand of scissor-type aerial work platform being used to place
materiel on the roof of a building

<PAGE>

[OUTSIDE BACK COVER OF PROSPECTUS]

[OMNIQUIP INTERNATIONAL LOGO]

<PAGE>

PROSPECTUS (Subject to Completion)

Issued February 24, 1998

3,600,000 Shares

[LOGO OF OMNIQUIP INTERNATIONAL]

COMMON STOCK

-----------

THE SHARES OFFERED HEREBY ARE OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY AND ARE BEING SOLD BY THE SELLING STOCKHOLDERS. SEE "PRINCIPAL AND
SELLING STOCKHOLDERS." THE COMPANY WILL NOT RECEIVE ANY OF THE PROCEEDS FROM
THE SALE OF SHARES OFFERED HEREBY. OF THE 3,600,000 SHARES OF COMMON STOCK
BEING OFFERED, 720,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE OF THE
UNITED STATES AND CANADA BY THE INTERNATIONAL UNDERWRITERS AND 2,880,000
SHARES ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY
THE U.S. UNDERWRITERS. SEE "UNDERWRITERS." THE COMMON STOCK OF THE
COMPANY IS TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL
"OMQP." ON FEBRUARY 23, 1998, THE LAST SALE PRICE FOR THE COMMON
STOCK AS REPORTED BY THE NASDAQ NATIONAL MARKET WAS $23 7/16 PER
SHARE.

-----------

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

-----------

-----------
PRICE $ A SHARE

-----------

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDERS (2)
-------- -------------- ----------------
<S> <C> <C> <C>
Per Share.............................. $ $ $
Total(3)............................... $ $ $
</TABLE>
- -----
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. See "Underwriters."
(2) Before deducting expenses payable by the Selling Stockholders estimated
at $400,000.
(3) The Selling Stockholders have granted to the U.S. Underwriters an
option, exercisable for 30 days from the date hereof, to purchase an
aggregate of 506,669 additional Shares of Common Stock at the price to
public less underwriting discounts and commissions for the purpose of
covering over-allotments, if any. If the U.S. Underwriters exercise such
option in full, the total price to public, underwriting discounts and
commissions and proceeds to Selling Stockholders will be $ , $ and
$ , respectively. See "Underwriters."

-----------

MORGAN STANLEY DEAN WITTER

CREDIT SUISSE FIRST BOSTON

SCHRODERS

ROBERT W. BAIRD & CO.
Incorporated

March , 1998
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the Offering (other than the
underwriting discounts and commissions) are set forth in the following table
(all amounts except the SEC registration fee and the NASD filing fee are
estimated):

<TABLE>
<CAPTION>
PAYABLE BY
SELLING
STOCKHOLDERS
------------
<S> <C>
Securities and Exchange Commission registration fee............. $ 27,789
NASD filing fee................................................. 9,920
Accounting fees and expenses.................................... 50,000
Legal fees and expenses......................................... 125,000
Printing........................................................ 150,000
Miscellaneous................................................... 37,291
--------
Total......................................................... $400,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware permits
the Company, subject to the standards set forth therein, to indemnify any
person in connection with any action, suit or proceeding brought or threatened
by reason of the fact that such person is or was a director, officer, employee
or agent of the Company or is or was serving as such with respect to another
corporation or entity at the request of the Company. Article VII, Section 8 of
the Company's By-laws provides for full indemnification of its officers,
directors and employees to the extent permitted by Section 145.

Pursuant to the Underwriting Agreement filed hereto as Exhibit No. 1, the
Underwriters will agree to indemnify the Company's officers, directors and
controlling persons against, or contribute to, certain liabilities which might
arise under the Securities Act of 1933, as amended.

The agreement of limited partnership of Investments L.P. provides for the
indemnification by Investments L.P. of the Company (as an affiliate of the
general partner of Investments L.P.) and its directors, officers and employees
against certain liabilities which might arise under the Securities Act of
1933, as amended.

Pursuant to an Indemnification Agreement between the Company and the Selling
Stockholders filed as an exhibit hereto, the Company will agree to indemnify
the Selling Stockholders against certain liabilities which might arise under
the Securities Act of 1933, as amended.

Directors and officers of the Company will be insured against certain
liabilities, including liabilities arising under the Securities Act of 1933,
as amended.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following securities of the Company were sold by the Company within the
past three years without registration:

On August 16, 1995, Uniquip Corporation sold 820,000 shares of Common Stock
to Harbour Group Investments III, L.P. for $5,209,411.76 payable in cash.

II-1
<PAGE>

On August 16, 1995, Uniquip Corporation sold 100,000 shares of Common Stock
to Uniquip-HGI Associates, L.P. for $635,294.12 payable $600,000 in cash and
the balance by a promissory note.

On August 16, 1995, Uniquip Corporation sold 30,000 shares of Common Stock
to P. Enoch Stiff for $190,588.24 payable in cash.

On September 20, 1995, Uniquip Corporation sold 20,000 shares of Common
Stock to P. Enoch Stiff for $127,059 payable $200 in cash and the balance by a
promissory note.

On September 20, 1995, Uniquip Corporation sold 7,500 shares of Common Stock
to James H. Hook for $47,647 payable $75 in cash and the balance by a
promissory note.

On September 20, 1995, Uniquip Corporation sold 7,500 shares of Common Stock
to Curtis J. Laetz for $47,647 payable $75 in cash and the balance by a
promissory note.

On September 20, 1995, Uniquip Corporation sold 7,500 shares of Common Stock
to Robert D. Melin for $47,647 payable $75 in cash and the balance by a
promissory note.

On September 20, 1995, Uniquip Corporation sold 7,500 shares of Common Stock
to Paul D. Roblee for $47,647 payable $75 in cash and the balance by a
promissory note.

All such transactions were effected in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.

On September 30, 1996, Uniquip Corporation changed its name to OmniQuip
International, Inc. and effected a 10 for 1 stock split.

On February 19, 1997, OmniQuip International, Inc. effected a 1.125 for 1
stock split.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<C> <S>
*1 Form of Underwriting Agreement
2.1 Asset Purchase Agreement, dated as of July 19, 1997, by and among
Figgie International Inc., Figgie International Real Estate Inc.,
Figgie Properties Inc., Figgie Licensing Corporation, Figgie Risk
Management Co. and SKL Lift, Inc. (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Commission on
December 2, 1997 (the "December 1997 8-K") and incorporated herein
by reference thereto)
2.2 Amendment, dated as of November 9, 1997, by and between Figgie
International Inc. and SKL Lift, Inc. (filed as Exhibit 2.2 to the
December 1997 8-K and incorporated herein by reference thereto)
3.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-13181), filed with the Commission on October
1, 1996, as amended on November 12, 1996 and February 20, 1997 (the
"Registration Statement") and incorporated herein by reference
thereto)
3.2 Amended By-laws of the Registrant (filed as Exhibit 3.2 to the
Registration Statement and incorporated herein by reference thereto)
**5 Opinion of Dickstein Shapiro Morin & Oshinsky LLP re: legality of
Common Stock being registered
10.1 Purchase and Stockholder Agreement, dated September 20, 1995, by and
between Uniquip Corporation and P. Enoch Stiff (filed as Exhibit
10.1 to the Registration Statement and incorporated herein by
reference thereto)
10.2 Stock Pledge Agreement, dated September 20, 1995, by and between P.
Enoch Stiff and Uniquip Corporation (filed as Exhibit 10.2 to the
Registration Statement and incorporated herein by reference thereto)
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
10.3 $126,859 Promissory Note, dated September 20, 1995, by P. Enoch
Stiff to Uniquip Corporation (filed as Exhibit 10.3 to the
Registration Statement and incorporated herein by reference thereto)
10.4 Letter Agreement, dated September 20, 1995, by and between P. Enoch
Stiff and Uniquip Corporation (filed as Exhibit 10.4 to the
Registration Statement and incorporated herein by reference thereto)
10.5 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc. and
P. Enoch Stiff (filed as Exhibit 10.5 to the Registration Statement
and incorporated herein by reference thereto)
10.6 Investment Agreement, dated August 16, 1995, by and between P. Enoch
Stiff and Harbour Group Investments III, L.P. (filed as Exhibit 10.6
to the Registration Statement and incorporated herein by reference
thereto)
10.7 Participation Agreement, dated August 16, 1995, by and between P.
Enoch Stiff and Harbour Group Investments III, L.P. (filed as
Exhibit 10.7 to the Registration Statement and incorporated herein
by reference thereto)
10.8 Purchase and Stockholder Agreement, dated September 20, 1995, by and
between Uniquip Corporation and James H. Hook (filed as Exhibit 10.8
to the Registration Statement and incorporated herein by reference
thereto)
10.9 Stock Pledge Agreement, dated September 20, 1995, by and between
James H. Hook and Uniquip Corporation (filed as Exhibit 10.9 to the
Registration Statement and incorporated herein by reference thereto)
10.10 $47,572 Promissory Note, dated September 20, 1995, by James H. Hook
to Uniquip Corporation (filed as Exhibit 10.10 to the Registration
Statement and incorporated herein by reference thereto)
10.11 Letter Agreement, dated September 20, 1995, by and between James H.
Hook and Uniquip Corporation (filed as Exhibit 10.11 to the
Registration Statement and incorporated herein by reference thereto)
10.12 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc. and
James H. Hook (filed as Exhibit 10.12 to the Registration Statement
and incorporated herein by reference thereto)
10.13 Purchase and Stockholder Agreement, dated September 20, 1995, by and
between Uniquip Corporation and Curtis J. Laetz (filed as Exhibit
10.13 to the Registration Statement and incorporated herein by
reference thereto)
10.14 Stock Pledge Agreement, dated September 20, 1995, by and between
Curtis J. Laetz and Uniquip Corporation (filed as Exhibit 10.14 to
the Registration Statement and incorporated herein by reference
thereto)
10.15 $47,572 Promissory Note, dated September 20, 1995, by Curtis J.
Laetz to Uniquip Corporation (filed as Exhibit 10.15 to the
Registration Statement and incorporated herein by reference thereto)
10.16 Letter Agreement, dated September 20, 1995, by and between Curtis J.
Laetz and Uniquip Corporation (filed as Exhibit 10.16 to the
Registration Statement and incorporated herein by reference thereto)
10.17 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc. and
Curtis J. Laetz (filed as Exhibit 10.17 to the Registration
Statement and incorporated herein by reference thereto)
10.18 Purchase and Stockholder Agreement, dated September 20, 1995, by and
between Uniquip Corporation and Robert D. Melin (filed as Exhibit
10.18 to the Registration Statement and incorporated herein by
reference thereto)
</TABLE>

II-3
<PAGE>

<TABLE>
<C> <S>
10.19 Stock Pledge Agreement, dated September 20, 1995, by and between
Robert D. Melin and Uniquip Corporation (filed as Exhibit 10.19 to
the Registration Statement and incorporated herein by reference
thereto)
10.20 $47,572 Promissory Note, dated September 20, 1995, by Robert D.
Melin to Uniquip Corporation (filed as Exhibit 10.20 to the
Registration Statement and incorporated herein by reference thereto)
10.21 Letter Agreement, dated September 20, 1995, by and between Robert D.
Melin and Uniquip Corporation (filed as Exhibit 10.21 to the
Registration Statement and incorporated herein by reference thereto)
10.22 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc. and
Robert D. Melin (filed as Exhibit 10.22 to the Registration
Statement and incorporated herein by reference thereto)
10.23 Purchase and Stockholder Agreement, dated September 20, 1995, by and
between Uniquip Corporation and Paul D. Roblee (filed as Exhibit
10.23 to the Registration Statement and incorporated herein by
reference thereto)
10.24 Stock Pledge Agreement, dated September 20, 1995, by and between
Paul D. Roblee and Uniquip Corporation (filed as Exhibit 10.24 to
the Registration Statement and incorporated herein by reference
thereto)
10.25 $47,572 Promissory Note, dated September 20, 1995, by Paul D. Roblee
to Uniquip Corporation (filed as Exhibit 10.25 to the Registration
Statement and incorporated herein by reference thereto)
10.26 Letter Agreement, dated September 20, 1995, by and between Paul D.
Roblee and Uniquip Corporation (filed as Exhibit 10.26 to the
Registration Statement and incorporated herein by reference thereto)
10.27 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc. and
Paul D. Roblee (filed as Exhibit 10.27 to the Registration Statement
and incorporated herein by reference thereto)
10.28 OmniQuip International, Inc. 1996 Executive Stock Option Plan (filed
as Exhibit 10.28 to the Registration Statement and incorporated
herein by reference thereto)
10.29 Form of Option Agreement pursuant to the OmniQuip International,
Inc. 1996 Executive Stock Option Plan (filed as Exhibit 10.29 to the
Registration Statement and incorporated herein by reference thereto)
10.30 OmniQuip International, Inc. 1996 Long Term Incentive Plan (filed as
Exhibit 10.30 to the Registration Statement and incorporated herein
by reference thereto)
10.31 OmniQuip International, Inc. 1996 Directors Non-Qualified Stock
Option Plan (filed as Exhibit 10.31 to the Registration Statement
and incorporated herein by reference thereto)
10.32 Form of Option Agreement pursuant to the OmniQuip International,
Inc. 1996 Directors Non-Qualified Stock Option Plan (filed as
Exhibit 10.32 to the Registration Statement and incorporated herein
by reference thereto)
10.33 Amended and Restated Subordinated Note Agreement, dated August 16,
1996, by and between TRAK International, Inc. and Harbour Group
Investments III, L.P. (filed as Exhibit 10.33 to the Registration
Statement and incorporated herein by reference thereto)
10.34 Subordinated Note Agreement, dated August 16, 1996, by and between
Uniquip Corporation and The Boatmen's National Bank of St. Louis
(filed as Exhibit 10.34 to the Registration Statement and
incorporated herein by reference thereto)
</TABLE>

II-4
<PAGE>

<TABLE>
<C> <S>
10.35 Loan Agreement, dated August 16, 1996, by and among The Boatmen's
National Bank of St. Louis, as agent, The Boatmen's National Bank of
St. Louis and the other lenders named therein, as lenders, TRAK
International, Inc. and Lull Lift Corporation (filed as Exhibit
10.35 to the Registration Statement and incorporated herein by
reference thereto)
10.36 Insurance Agreement, dated September 27, 1996, by and between
Harbour Group Ltd. and Uniquip Corporation (filed as Exhibit 10.39
to the Registration Statement and incorporated herein by reference
thereto)
10.37 Corporate Development Consulting and Advisory Services Letter
Agreement, dated September 30, 1996, by and between OmniQuip
International, Inc. and Harbour Group Industries, Inc. (filed as
Exhibit 10.40 to the Registration Statement and incorporated herein
by reference thereto)
10.38 Operations Consulting and Advisory Services Letter Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc. and
Harbour Group Ltd. (filed as Exhibit 10.41 to the Registration
Statement and incorporated herein by reference thereto)
10.39 Registration Rights Agreement, dated September 30, 1996, by and
among OmniQuip International, Inc., Uniquip-HGI Associates, L.P. and
Harbour Group Investments III, L.P. (filed as Exhibit 10.42 to the
Registration Statement and incorporated herein by reference thereto)
10.40 Stock Option Agreement, dated September 20, 1995, by and between
Uniquip Corporation and Harbour Group Investments III, L.P. (filed
as Exhibit 10.43 to the Registration Statement and incorporated
herein by reference thereto)
10.41 Termination of Option Agreement, dated September 30, 1996, by and
between OmniQuip International, Inc. and Harbour Group Investments
III, L.P. (filed as Exhibit 10.44 to the Registration Statement and
incorporated herein by reference thereto)
10.42 Agreement and Plan of Merger, dated July 19, 1995, by and among TRK
Acquisition Corporation, TRAK International, Inc. and the major
stockholders of TRAK International, Inc. listed therein (filed as
Exhibit 10.45 to the Registration Statement and incorporated herein
by reference thereto)
10.43 Indemnification and Escrow Agreement, dated August 16, 1995, by and
among TRAK International, Inc., the stockholders of TRAK
International, Inc. listed therein and The Boatmen's Trust Company,
as Escrow Agent (filed as Exhibit 10.46 to the Registration
Statement and incorporated herein by reference thereto)
10.44 Asset Purchase Agreement, dated August 15, 1996, by and among Lull
Lift Corporation, Lull Industries, Inc. and the stockholders of Lull
Industries, Inc. listed therein (filed as Exhibit 10.47 to the
Registration Statement and incorporated herein by reference thereto)
10.45 Collective Bargaining Agreement, effective from November 1, 1994 to
October 31, 1998, by and between TRAK International, Inc. and Local
1430, District No. 10 International Association of Machinists and
Aerospace Workers (filed as Exhibit 10.48 to the Registration
Statement and incorporated herein by reference thereto)
10.46 Contract No. DAAE0795DR012 between TRAK International, Inc. and U.S.
Army Tank-Automotive Command (filed as Exhibit 10.49P to the
Registration Statement and incorporated herein by reference thereto)
10.47 Floorplan Repurchase Agreement, dated October 2, 1990, by and
between TRAK International, Inc. and Deutsche Financial Services and
Addendum to Floorplan Repurchase Agreement, dated June 14, 1993, by
and between TRAK International, Inc. and Deutsche Financial Services
(Deutsche Financial Services as successor to ITT Commercial Finance
Corp. and ITT Commercial Finance, a division of ITT Industries of
Canada Ltd.) (filed as Exhibit 10.50 to the Registration Statement
and incorporated herein by reference thereto)
</TABLE>

II-5
<PAGE>

<TABLE>
<C> <S>
10.48 Letter Agreement, dated August 21, 1996, by and between TRAK
International, Inc. and Deutsche Financial Services (filed as
Exhibit 10.51 to the Registration Statement and incorporated herein
by reference thereto)
10.49 Agreement, dated January 19, 1995, between CBM Industries, Inc.,
d/b/a RJ Associates and Lull Industries, Inc. (filed as Exhibit
10.53 to the Registration Statement and incorporated herein by
reference thereto)
10.50 Industrial Park Lease, dated April 1, 1995, by and between the City
of Oakes and Lull Industries, Inc. (filed as Exhibit 10.54 to the
Registration Statement and incorporated herein by reference thereto)
10.51 Retail Finance Agreement, effective July 14, 1994, between Lull
Industries, Inc. and Deere Credit, Inc. (filed as Exhibit 10.55 to
the Registration Statement and incorporated herein by reference
thereto)
10.52 Indemnification Agreement by and among OmniQuip International, Inc.,
Harbour Group Investments III, L.P. and Uniquip-HGI Associates, L.P.
(filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-
Q filed with the Commission on May 15, 1997 (the "May 1997 10-Q")
and incorporated herein by reference thereto)
10.53 Underwriting Agreement, dated March 20, 1997, by and among OmniQuip
International, Inc., Harbour Group Investments III, L.P., Uniquip-
HGI Associates, L.P., and Morgan Stanley & Co. Incorporated, Credit
Suisse First Boston Corporation, Schroder Wertheim & Co.
Incorporated and Robert W. Baird & Co. Incorporated, as
representatives of the several U.S. underwriters, and Morgan Stanley
& Co. International Limited, Credit Suisse First Boston (Europe)
Limited, J. Henry Schroder & Co. Limited and Robert W. Baird & Co.
Incorporated, as representatives of the several international
underwriters (filed as Exhibit 10.1 to the May 1997 10-Q and
incorporated herein by reference thereto)
10.54 Credit Agreement, dated November 17, 1997, by and among OmniQuip
International, Inc., the certain lending institutions party thereto
from time to time, Morgan Stanley Senior Funding, Inc. as
Syndication Agent and Arranger, and First Union National Bank, as
Administrative Agent and Co-Arranger (filed as Exhibit 10 to the
December 1997 8-K and incorporated herein by reference thereto)
10.55 Business Premises Lease Agreement, dated October 27, 1997, by and
between Garden Way Incorporated and TRAK International, Inc. (filed
as Exhibit 10.55 to the Company's Annual Report on Form 10-K filed
with the Commission on December 24, 1997 (the "1997 Form 10-K") and
incorporated herein by reference thereto)
10.56 Lease Agreement, dated May 15, 1997, by and between B.M.S.
Management, Inc. and Snorkel, a division of Figgie International
Inc. (filed as Exhibit 10.56 to the Company's 1997 Form 10-K and
incorporated herein by reference thereto)
10.57 Lease Agreement, dated February 1, 1994, by and between SJ
Associates, L.P. and Snorkel-Economy, a division of Figgie
International Inc. (filed as Exhibit 10.57 to the Company's 1997
Form 10-K and incorporated herein by reference thereto)
10.58 Land Lease, dated as of November 17, 1997, by and between SKL Lift,
Inc. and Figgie International Real Estate Inc. (filed as Exhibit
10.58 to the Company's 1997 Form 10-K and incorporated herein by
reference thereto)
10.59 Deed of Lease, dated as of November 17, 1997, by and between Snorkel
Elevating Work Platforms Limited and Figgie International Real
Estate Inc. (filed as Exhibit 10.59 to the Company's 1997 Form 10-K
and incorporated herein by reference thereto)
10.60 Agreement for Trademark Assignment and License-Back, dated as of
November 17, 1997, by and between Iveco Magirus Brandschutztechnik
GmbH, Figgie International Inc. and SKL Lift, Inc. (filed as Exhibit
10.60 to the Company's 1997 Form 10-K and incorporated herein by
reference thereto)
</TABLE>

II-6
<PAGE>

<TABLE>
<C> <S>
10.61 Amended and Restated Management Agreement dated as of June 9, 1997
between Figgie International Inc. and Richard A. Solon (filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed
with the Commission on February 17, 1998 (the "February 1998 10-
Q") and incorporated herein by reference thereto)
10.62 Non-Competition Agreement dated as of June 9, 1997 between Figgie
International Inc. and Richard A. Solon (filed as Exhibit 10.2 to
the Company's February 1998 10-Q and incorporated herein by
reference thereto)
*10.63 Form of Indemnification Agreement by and among OmniQuip
International, Inc., Harbour Group Investments III, L.P., Uniquip-
HGI Associates, L.P. and P. Enoch Stiff
21 Subsidiaries of the Registrant (filed as Exhibit 21 to the
Company's 1997 Form 10-K and incorporated herein by reference
thereto)
**23.1 Consents of Price Waterhouse LLP
**23.2 Consent of Arthur Andersen LLP
**23.3 Consent of Dickstein Shapiro Morin & Oshinsky LLP (contained in
Exhibit 5)
**24 Powers of Attorney
</TABLE>
- --------

*To be filed by amendment.

**Previously filed.

(b) Financial Statement Schedules

Schedule II--Rule 12-09 Valuation and Qualifying Accounts and Reserves
for the Fiscal Year Ended September 30, 1997

Other Financial Statement Schedules are either not applicable, or the
information is included elsewhere in the Consolidated Financial Statements.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 Act
and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) 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 Registrant 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.

(2) 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-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Port
Washington, State of Wisconsin, on February 24, 1998.

OmniQuip International, Inc.
(Registrant)

/s/ Philip G. Franklin
By: _________________________________
Philip G. FranklinVice President-
Finance, Chief Financial Officer,
Treasurer and Secretary

Pursuant to the Securities Act of 1933, this amendment to registration
statement has been signed by the following persons in the capacities indicated
on February 24, 1998.

* President, Chief
- ------------------------------------- Executive Officer
P. ENOCH STIFF and Director
(Principal
executive officer)

/s/ Philip G. Franklin Vice President--
- ------------------------------------- Finance, Chief
PHILIP G. FRANKLIN Financial Officer,
Treasurer and
Secretary
(Principal
financial and
accounting officer)

* Director and
- ------------------------------------- Chairman of the
DONALD E. NICKELSON Board

* Director
- -------------------------------------
PETER S. FINLEY

* Director
- -------------------------------------
JEFFREY L. FOX

* Director
- -------------------------------------
SAMUEL A. HAMACHER

II-8
<PAGE>

* Director
- -------------------------------------
PAUL W. JONES

* Director
- -------------------------------------
JERRY E. RITTER

* Director
- -------------------------------------
JOSEPH F. SHAUGHNESSY

* Director
- -------------------------------------
ROBERT L. VIRGIL

/s/ Philip G. Franklin
By: _________________________________
PHILIP G. FRANKLIN
ATTORNEY-IN-FACT

- --------
* Such signature has been affixed pursuant to the following Power of Attorney:

II-9
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each officer or director of OmniQuip
International, Inc. (the "Corporation") whose signature appears below
constitutes and appoints P. Enoch Stiff and Philip G. Franklin, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Corporation's Registration Statement on Form S-1
relating to the proposed public offering of the Corporation's Common Stock and
to sign any and all amendments (including post-effective amendments and any
registration statement or amendments thereto filed pursuant to Rule 462 as
promulgated under the Securities Act of 1933, as amended) and supplements
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

II-10
<PAGE>

SCHEDULE II

OMNIQUIP INTERNATIONAL, INC.

RULE 12-09 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- -------------------- ---------- ----------
ADDITIONS
--------------------
BALANCE AT CHARGED
BEGINNING TO CHARGED TO BALANCE AT
OF COSTS AND OTHER END OF
VALUATION AND RESERVE ACCOUNTS PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------ ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accounts receivable re-
serve................... $ 351 $164 $ -- $ 11 $ 504
====== ==== ===== ==== ======
Excess and obsolete in-
ventory reserves........ $2,482 $420 $ -- $629 $2,273
====== ==== ===== ==== ======
</TABLE>

OMNIQUIP INTERNATIONAL, INC.

RULE 12-09 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- -------------------- ---------- ----------
ADDITIONS
--------------------
BALANCE AT CHARGED
BEGINNING TO CHARGED TO BALANCE AT
OF COSTS AND OTHER END OF
VALUATION AND RESERVE ACCOUNTS PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------ ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accounts receivable re-
serve.................. $ 173 $ 52 $ 145(1) $ 19 $ 351
====== ===== ====== ==== ======
Excess and obsolete in-
ventory reserves....... $1,355 $ -- $1,500 $373 $2,482
====== ===== ====== ==== ======
</TABLE>
- --------
(1) Reflects the acquisition of the net assets of Lull Industries, Inc.

OMNIQUIP INTERNATIONAL, INC.

RULE 12-09 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- -------------------- ---------- ----------
ADDITIONS
--------------------
BALANCE AT CHARGED
BEGINNING TO CHARGED TO BALANCE AT
OF COSTS AND OTHER END OF
VALUATION AND RESERVE ACCOUNTS PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------ ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accounts receivable re-
serve................... $ 173 $ -- $ -- $ -- $ 173
====== ===== ===== ===== ======
Excess and obsolete in-
ventory reserves........ $1,218 $ 165 $ -- $ 28 $1,355
====== ===== ===== ===== ======
</TABLE>

TRAK INTERNATIONAL, INC.

RULE 12-09 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE PERIOD OCTOBER 1, 1994 TO AUGUST 16, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- -------------------- ---------- ----------
ADDITIONS
--------------------
BALANCE AT CHARGED
BEGINNING TO CHARGED TO BALANCE AT
OF COSTS AND OTHER END OF
VALUATION AND RESERVE ACCOUNTS PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------ ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Accounts receivable re-
serve................... $162 $ 11 $ -- $ -- $ 173
==== ==== ===== ===== =====
Excess and obsolete in-
ventory reserves........ $559 $115 $ -- $ 97 $ 577
==== ==== ===== ===== =====
</TABLE>

S-1
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<C> <S> <C>
PAGE
----
*1 Form of Underwriting Agreement
2.1 Asset Purchase Agreement, dated as of July 19, 1997, by and among
Figgie International Inc., Figgie International Real Estate Inc.,
Figgie Properties Inc., Figgie Licensing Corporation, Figgie Risk
Management Co. and SKL Lift, Inc. (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Commission on
December 2, 1997 (the "December 1997 8-K") and incorporated
herein by reference thereto)
2.2 Amendment, dated as of November 9, 1997, by and between Figgie
International Inc. and SKL Lift, Inc. (filed as Exhibit 2.2 to
the December 1997 8-K and incorporated herein by reference
thereto)
3.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-13181), filed with the Commission on
October 1, 1996, as amended on November 12, 1996 and February 20,
1997 (the "Registration Statement") and incorporated herein by
reference thereto)
3.2 Amended By-laws of the Registrant (filed as Exhibit 3.2 to the
Registration Statement and incorporated herein by reference
thereto)
5 Opinion of Dickstein Shapiro Morin & Oshinsky LLP re: legality of
Common Stock being registered
10.1 Purchase and Stockholder Agreement, dated September 20, 1995, by
and between Uniquip Corporation and P. Enoch Stiff (filed as
Exhibit 10.1 to the Registration Statement and incorporated
herein by reference thereto)
10.2 Stock Pledge Agreement, dated September 20, 1995, by and between
P. Enoch Stiff and Uniquip Corporation (filed as Exhibit 10.2 to
the Registration Statement and incorporated herein by reference
thereto)
10.3 $126,859 Promissory Note, dated September 20, 1995, by P. Enoch
Stiff to Uniquip Corporation (filed as Exhibit 10.3 to the
Registration Statement and incorporated herein by reference
thereto)
10.4 Letter Agreement, dated September 20, 1995, by and between P.
Enoch Stiff and Uniquip Corporation (filed as Exhibit 10.4 to the
Registration Statement and incorporated herein by reference
thereto)
10.5 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc.
and P. Enoch Stiff (filed as Exhibit 10.5 to the Registration
Statement and incorporated herein by reference thereto)
10.6 Investment Agreement, dated August 16, 1995, by and between P.
Enoch Stiff and Harbour Group Investments III, L.P. (filed as
Exhibit 10.6 to the Registration Statement and incorporated
herein by reference thereto)
10.7 Participation Agreement, dated August 16, 1995, by and between P.
Enoch Stiff and Harbour Group Investments III, L.P. (filed as
Exhibit 10.7 to the Registration Statement and incorporated
herein by reference thereto)
10.8 Purchase and Stockholder Agreement, dated September 20, 1995, by
and between Uniquip Corporation and James H. Hook (filed as
Exhibit 10.8 to the Registration Statement and incorporated
herein by reference thereto)
10.9 Stock Pledge Agreement, dated September 20, 1995, by and between
James H. Hook and Uniquip Corporation (filed as Exhibit 10.9 to
the Registration Statement and incorporated herein by reference
thereto)
10.10 $47,572 Promissory Note, dated September 20, 1995, by James H.
Hook to Uniquip Corporation (filed as Exhibit 10.10 to the
Registration Statement and incorporated herein by reference
thereto)
</TABLE>
<PAGE>

<TABLE>
<C> <S> <C>
PAGE
----
10.11 Letter Agreement, dated September 20, 1995, by and between James
H. Hook and Uniquip Corporation (filed as Exhibit 10.11 to the
Registration Statement and incorporated herein by reference
thereto)
10.12 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc.
and James H. Hook (filed as Exhibit 10.12 to the Registration
Statement and incorporated herein by reference thereto)
10.13 Purchase and Stockholder Agreement, dated September 20, 1995, by
and between Uniquip Corporation and Curtis J. Laetz (filed as
Exhibit 10.13 to the Registration Statement and incorporated
herein by reference thereto)
10.14 Stock Pledge Agreement, dated September 20, 1995, by and between
Curtis J. Laetz and Uniquip Corporation (filed as Exhibit 10.14
to the Registration Statement and incorporated herein by
reference thereto)
10.15 $47,572 Promissory Note, dated September 20, 1995, by Curtis J.
Laetz to Uniquip Corporation (filed as Exhibit 10.15 to the
Registration Statement and incorporated herein by reference
thereto)
10.16 Letter Agreement, dated September 20, 1995, by and between Curtis
J. Laetz and Uniquip Corporation (filed as Exhibit 10.16 to the
Registration Statement and incorporated herein by reference
thereto)
10.17 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc.
and Curtis J. Laetz (filed as Exhibit 10.17 to the Registration
Statement and incorporated herein by reference thereto)
10.18 Purchase and Stockholder Agreement, dated September 20, 1995, by
and between Uniquip Corporation and Robert D. Melin (filed as
Exhibit 10.18 to the Registration Statement and incorporated
herein by reference thereto)
10.19 Stock Pledge Agreement, dated September 20, 1995, by and between
Robert D. Melin and Uniquip Corporation (filed as Exhibit 10.19
to the Registration Statement and incorporated herein by
reference thereto)
10.20 $47,572 Promissory Note, dated September 20, 1995, by Robert D.
Melin to Uniquip Corporation (filed as Exhibit 10.20 to the
Registration Statement and incorporated herein by reference
thereto)
10.21 Letter Agreement, dated September 20, 1995, by and between Robert
D. Melin and Uniquip Corporation (filed as Exhibit 10.21 to the
Registration Statement and incorporated herein by reference
thereto)
10.22 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc.
and Robert D. Melin (filed as Exhibit 10.22 to the Registration
Statement and incorporated herein by reference thereto)
10.23 Purchase and Stockholder Agreement, dated September 20, 1995, by
and between Uniquip Corporation and Paul D. Roblee (filed as
Exhibit 10.23 to the Registration Statement and incorporated
herein by reference thereto)
10.24 Stock Pledge Agreement, dated September 20, 1995, by and between
Paul D. Roblee and Uniquip Corporation (filed as Exhibit 10.24 to
the Registration Statement and incorporated herein by reference
thereto)
10.25 $47,572 Promissory Note, dated September 20, 1995, by Paul D.
Roblee to Uniquip Corporation (filed as Exhibit 10.25 to the
Registration Statement and incorporated herein by reference
thereto)
10.26 Letter Agreement, dated September 20, 1995, by and between Paul
D. Roblee and Uniquip Corporation (filed as Exhibit 10.26 to the
Registration Statement and incorporated herein by reference
thereto)
</TABLE>
<PAGE>

<TABLE>
<C> <S> <C>
PAGE
----
10.27 Amendment to Promissory Note and Stock Pledge Agreement, dated
September 30, 1996, by and between OmniQuip International, Inc.
and Paul D. Roblee (filed as Exhibit 10.27 to the Registration
Statement and incorporated herein by reference thereto)
10.28 OmniQuip International, Inc. 1996 Executive Stock Option Plan
(filed as Exhibit 10.28 to the Registration Statement and
incorporated herein by reference thereto)
10.29 Form of Option Agreement pursuant to the OmniQuip International,
Inc. 1996 Executive Stock Option Plan (filed as Exhibit 10.29 to
the Registration Statement and incorporated herein by reference
thereto)
10.30 OmniQuip International, Inc. 1996 Long Term Incentive Plan (filed
as Exhibit 10.30 to the Registration Statement and incorporated
herein by reference thereto)
10.31 OmniQuip International, Inc. 1996 Directors Non-Qualified Stock
Option Plan (filed as Exhibit 10.31 to the Registration Statement
and incorporated herein by reference thereto)
10.32 Form of Option Agreement pursuant to the OmniQuip International,
Inc. 1996 Directors Non-Qualified Stock Option Plan (filed as
Exhibit 10.32 to the Registration Statement and incorporated
herein by reference thereto)
10.33 Amended and Restated Subordinated Note Agreement, dated August
16, 1996, by and between TRAK International, Inc. and Harbour
Group Investments III, L.P. (filed as Exhibit 10.33 to the
Registration Statement and incorporated herein by reference
thereto)
10.34 Subordinated Note Agreement, dated August 16, 1996, by and
between Uniquip Corporation and The Boatmen's National Bank of
St. Louis (filed as Exhibit 10.34 to the Registration Statement
and incorporated herein by reference thereto)
10.35 Loan Agreement, dated August 16, 1996, by and among The Boatmen's
National Bank of St. Louis, as agent, The Boatmen's National Bank
of St. Louis and the other lenders named therein, as lenders,
TRAK International, Inc. and Lull Lift Corporation (filed as
Exhibit 10.35 to the Registration Statement and incorporated
herein by reference thereto)
10.36 Insurance Agreement, dated September 27, 1996, by and between
Harbour Group Ltd. and Uniquip Corporation (filed as Exhibit
10.39 to the Registration Statement and incorporated herein by
reference thereto)
10.37 Corporate Development Consulting and Advisory Services Letter
Agreement, dated September 30, 1996, by and between OmniQuip
International, Inc. and Harbour Group Industries, Inc. (filed as
Exhibit 10.40 to the Registration Statement and incorporated
herein by reference thereto)
10.38 Operations Consulting and Advisory Services Letter Agreement,
dated September 30, 1996, by and between OmniQuip International,
Inc. and Harbour Group Ltd. (filed as Exhibit 10.41 to the
Registration Statement and incorporated herein by reference
thereto)
10.39 Registration Rights Agreement, dated September 30, 1996, by and
among OmniQuip International, Inc., Uniquip-HGI Associates, L.P.
and Harbour Group Investments III, L.P. (filed as Exhibit 10.42
to the Registration Statement and incorporated herein by
reference thereto)
10.40 Stock Option Agreement, dated September 20, 1995, by and between
Uniquip Corporation and Harbour Group Investments III, L.P.
(filed as Exhibit 10.43 to the Registration Statement and
incorporated herein by reference thereto)
10.41 Termination of Option Agreement, dated September 30, 1996, by and
between OmniQuip International, Inc. and Harbour Group
Investments III, L.P. (filed as Exhibit 10.44 to the Registration
Statement and incorporated herein by reference thereto)
10.42 Agreement and Plan of Merger, dated July 19, 1995, by and among
TRK Acquisition Corporation, TRAK International, Inc. and the
major stockholders of TRAK International, Inc. listed therein
(filed as Exhibit 10.45 to the Registration Statement and
incorporated herein by reference thereto)
</TABLE>
<PAGE>

<TABLE>
<C> <S> <C>
PAGE
----
10.43 Indemnification and Escrow Agreement, dated August 16, 1995, by
and among TRAK International, Inc., the stockholders of TRAK
International, Inc. listed therein and The Boatmen's Trust
Company, as Escrow Agent (filed as Exhibit 10.46 to the
Registration Statement and incorporated herein by reference
thereto)
10.44 Asset Purchase Agreement, dated August 15, 1996, by and among
Lull Lift Corporation, Lull Industries, Inc. and the stockholders
of Lull Industries, Inc. listed therein (filed as Exhibit 10.47
to the Registration Statement and incorporated herein by
reference thereto)
10.45 Collective Bargaining Agreement, effective from November 1, 1994
to October 31, 1998, by and between TRAK International, Inc. and
Local 1430, District No. 10 International Association of
Machinists and Aerospace Workers (filed as Exhibit 10.48 to the
Registration Statement and incorporated herein by reference
thereto)
10.46 Contract No. DAAE0795DR012 between TRAK International, Inc. and
U.S. Army Tank-Automotive Command (filed as Exhibit 10.49P to the
Registration Statement and incorporated herein by reference
thereto)
10.47 Floorplan Repurchase Agreement, dated October 2, 1990, by and
between TRAK International, Inc. and Deutsche Financial Services
and Addendum to Floorplan Repurchase Agreement, dated June 14,
1993, by and between TRAK International, Inc. and Deutsche
Financial Services (Deutsche Financial Services as successor to
ITT Commercial Finance Corp. and ITT Commercial Finance, a
division of ITT Industries of Canada Ltd.) (filed as Exhibit
10.50 to the Registration Statement and incorporated herein by
reference thereto)
10.48 Letter Agreement, dated August 21, 1996, by and between TRAK
International, Inc. and Deutsche Financial Services (filed as
Exhibit 10.51 to the Registration Statement and incorporated
herein by reference thereto)
10.49 Agreement, dated January 19, 1995, between CBM Industries, Inc.,
d/b/a RJ Associates and Lull Industries, Inc. (filed as Exhibit
10.53 to the Registration Statement and incorporated herein by
reference thereto)
10.50 Industrial Park Lease, dated April 1, 1995, by and between the
City of Oakes and Lull Industries, Inc. (filed as Exhibit 10.54
to the Registration Statement and incorporated herein by
reference thereto)
10.51 Retail Finance Agreement, effective July 14, 1994, between Lull
Industries, Inc. and Deere Credit, Inc. (filed as Exhibit 10.55
to the Registration Statement and incorporated herein by
reference thereto)
10.52 Indemnification Agreement by and among OmniQuip International,
Inc., Harbour Group Investments III, L.P. and Uniquip-HGI
Associates, L.P. (filed as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q filed with the Commission on May
15, 1997 (the "May 1997 10-Q") and incorporated herein by
reference thereto)
10.53 Underwriting Agreement, dated March 20, 1997, by and among
OmniQuip International, Inc., Harbour Group Investments III,
L.P., Uniquip-HGI Associates, L.P., and Morgan Stanley & Co.
Incorporated, Credit Suisse First Boston Corporation, Schroder
Wertheim & Co. Incorporated and Robert W. Baird & Co.
Incorporated, as representatives of the several U.S.
underwriters, and Morgan Stanley & Co. International Limited,
Credit Suisse First Boston (Europe) Limited, J. Henry Schroder &
Co. Limited and Robert W. Baird & Co. Incorporated, as
representatives of the several international underwriters (filed
as Exhibit 10.1 to the May 1997 10-Q and incorporated herein by
reference thereto)
10.54 Credit Agreement, dated November 17, 1997, by and among OmniQuip
International, Inc., the certain lending institutions party
thereto from time to time, Morgan Stanley Senior Funding, Inc. as
Syndication Agent and Arranger, and First Union National Bank, as
Administrative Agent and Co-Arranger (filed as Exhibit 10 to the
December 1997 8-K and incorporated herein by reference thereto)
</TABLE>
<PAGE>

<TABLE>
<C> <S> <C>
PAGE
----
10.55 Business Premises Lease Agreement, dated October 27, 1997, by
and between Garden Way Incorporated and TRAK International, Inc.
(filed as Exhibit 55 to the Company's Annual Report on Form 10-K
filed with the Commission on December 24, 1997 (the "1997 Form
10-K") and incorporated herein by reference thereto)
10.56 Lease Agreement, dated May 15, 1997, by and between B.M.S.
Management, Inc. and Snorkel, a division of Figgie International
Inc. (filed as Exhibit 56 to the 1997 Form 10-K and incorporated
herein by reference thereto)
10.57 Lease Agreement, dated February 1, 1994, by and between SJ
Associates, L.P. and Snorkel-Economy, a division of Figgie
International Inc. (filed as Exhibit 57 to the 1997 Form 10-K
and incorporated herein by reference thereto)
10.58 Land Lease, dated as of November 17, 1997, by and between SKL
Lift, Inc. and Figgie International Real Estate Inc. (filed as
Exhibit 58 to the 1997 Form 10-K and incorporated herein by
reference thereto)
10.59 Deed of Lease, dated as of November 17, 1997, by and between
Snorkel Elevating Work Platforms Limited and Figgie
International Real Estate Inc. (filed as Exhibit 59 to the 1997
Form 10-K and incorporated herein by reference thereto)
10.60 Agreement for Trademark Assignment and License-Back, dated as of
November 17, 1997, by and between Iveco Magirus
Brandschutztechnik GmbH, Figgie International Inc. and SKL Lift,
Inc. (filed as Exhibit 60 to the 1997 Form 10-K and incorporated
herein by reference thereto)
10.61 Amended and Restated Management Agreement dated as of June 9,
1997 between Figgie International Inc. and Richard A. Solon
(filed as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q filed with the Commission on February 17, 1998 (the
"February 1998 10-Q") and incorporated herein by reference
thereto)
10.62 Non-Competition Agreement dated as of June 9, 1997 between
Figgie International Inc. and Richard A. Solon (filed as Exhibit
10.2 to the Company's February 1998 10-Q and incorporated herein
by reference thereto)
*10.63 Form of Indemnification Agreement by and among OmniQuip
International, Inc., Harbour Group Investments III, L.P.,
Uniquip-HGI Associates, LP. and P. Enoch Stiff
21 Subsidiaries of the Registrant (filed as Exhibit 21 to the 1997
Form 10-K and incorporated herein by reference thereto)
23.1 Consents of Price Waterhouse LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Dickstein Shapiro Morin & Oshinsky LLP (contained in
Exhibit 5)
24 Powers of Attorney
</TABLE>

- --------
*To be filed by amendment.