ANTHONY CRANE RENTAL HOLDINGS LP, 10-Q, 1999-05-14

ANTHONY CRANE RENTAL HOLDINGS LP
10-Q, 1999-05-14
EQUIPMENT RENTAL & LEASING, NEC

Previous: ANTHONY CRANE RENTAL LP, 10-Q, 1999-05-14

Next: COHOES BANCORP INC, DEF 14A, 1999-05-14

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)

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

For the quarterly period ended March 31, 1999

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

For the transition period from to Commission file number:

ANTHONY CRANE RENTAL HOLDINGS, L.P.
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania 25-1814367
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

1165 Camp Hollow Road
West Mifflin, PA 15122
(Address of Principal Executive Offices)
(412) 469-3700
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X NO
--- ---

Aggregate market value of voting partnership interests held by non-
affiliates as of May 14, 1999 not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 or regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-Q. [X]

Number of common partnership interests outstanding as of May 14, 1999:

Class L Common Partnership Interests: 456 Units
Class A Common Partnership Interests: 4,100 Units

Documents incorporated by reference: None
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

TABLE OF CONTENTS

Part I
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Item 1 Index to Financial Statements.......................................................... 2
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.. 15

Part II
Item 1 Legal Proceedings...................................................................... 19
Item 2 Changes in Securities.................................................................. *
Item 3 Defaults Upon Senior Securities........................................................ *
Item 4 Submission of Matters to a Vote of Security Holders.................................... *
Item 5 Other Information...................................................................... 20
Item 6 Index to Exhibits and Reports on Form 8-K.............................................. 20
Signatures............................................................................. 21
</TABLE>
- --------
* Item not applicable to the Registrant for this filing on Form 10-Q.

Unless otherwise indicated, the terms "Anthony Crane Rental", "Holdings",
"ACR" and "the Company" refer collectively to Anthony Crane Rental Holdings,
L.P., and its subsidiaries.

Certain statements contained in this report are forward-looking in nature.
These statements are generally identified by the inclusion of phrases such as
"the Company expects", "the Company anticipates", "the Company believes", "the
Company estimates", and other phrases of similar meaning. Whether such
statements ultimately prove to be accurate depends upon a variety of factors
that may affect the business and operations of the Company.
<PAGE>

PART I

ITEM 1. INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Condensed Consolidated Balance Sheets--March 31, 1999 (Unaudited) and
December 31, 1998......................................................... 3
Condensed Consolidated Statements of Operations for the Quarters Ended
March 31, 1999 and 1998 (Unaudited)....................................... 4
Condensed Consolidated Statements of Cash Flows for the Quarters Ended
March 31, 1999 and 1998 (Unaudited)....................................... 5
Notes to Condensed Consolidated Financial Statements....................... 6
</TABLE>

2
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents........................... $ 5,214 $ 5,633
Trade accounts receivable, net of allowance for
doubtful accounts of $1,795 at March 31 and $1,500
at December 31..................................... 31,454 27,774
Other receivables................................... 2,127 2,192
Prepaid expenses and deposits....................... 2,243 1,382
-------- --------
Total current assets.............................. 41,038 36,981
Rental equipment, net............................... 313,673 282,679
Property and equipment, net......................... 52,477 50,368
Intangible assets, net.............................. 4,583 3,334
Debt issuance costs, net............................ 18,103 18,333
Other assets........................................ 480 497
-------- --------
Total assets...................................... $430,354 $392,192
======== ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current Liabilities:
Cash overdraft...................................... $ -- $ 1,195
Accounts payable--trade............................. 13,387 7,890
Accrued interest.................................... 4,696 9,216
Accrued wages and employee benefits................. 2,295 2,258
Accrued taxes, other than income taxes.............. 4,302 4,430
Other accrued liabilities........................... 1,101 1,897
Current portion of obligation under capital leases.. 408 94
-------- --------
Total current liabilities......................... 26,189 26,980
Long term debt, less current portion (Note 5)....... 417,265 379,561
Long-term obligation under capital leases........... 3,237 772
Other non-current liabilities....................... 2,514 1,684
-------- --------
Total liabilities................................. 449,205 408,997
-------- --------
Partners' capital (deficit):
Senior Preferred Units.............................. 22,500 22,500
Equity Investors Class L Common Units............... 26,940 27,107
Equity Investors Class A Common Units............... (11,781) (10,279)
Predecessor Partners Class L Common Units........... 770 807
Predecessor Partners Class A Common Units........... (53,379) (53,049)
Accumulated other comprehensive income.............. 49 59
Related party receivables........................... (3,950) (3,950)
-------- --------
Total partners' capital (deficit)................. (18,851) (16,805)
-------- --------
Total liabilities and partners' capital (deficit)..... $430,354 $392,192
======== ========
</TABLE>

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

3
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the quarters ended March 31, 1999 and 1998
(In thousands)

<TABLE>
<CAPTION>
Quarter Ended
March 31,
----------------
1999 1998
------- -------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals........................................... $46,267 $43,581
Equipment sales............................................. 2,635 4,882
------- -------
Total revenues............................................ 48,902 48,463
Cost of revenues:
Cost of equipment rentals................................... 29,696 26,816
Cost of equipment sales..................................... 1,820 4,096
------- -------
Total cost of revenues.................................... 31,516 30,912
------- -------
Gross profit.................................................. 17,386 17,551
Selling, general and administrative expenses.................. 9,614 9,445
------- -------
Income from operations........................................ 7,772 8,106
Interest expense.............................................. 9,705 4,215
Other (income) expense, net................................... 2 (673)
------- -------
Income (loss) before taxes.................................... (1,935) 4,564
------- -------
Provision for state taxes..................................... 101 60
------- -------
Net (loss) income............................................. $(2,036) $ 4,504
======= =======
</TABLE>

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

4
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
Quarter Ended
March 31,
------------------
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Net cash (used in) provided by operating activities........ $ (7,624) $ 2,146
-------- --------
Cash flows from investing activities:
Cash paid for business acquisitions, net of cash
acquired................................................ (8,127) --
Proceeds from sale of fixed assets, including rental
equipment............................................... 3,752 3,487
Proceeds from sale of property........................... -- 6,055
Capital expenditures..................................... (21,702) (22,110)
Other.................................................... -- (60)
-------- --------
Net cash used in investing activities.................. (26,077) (12,628)
-------- --------
Cash flows from financing activities:
Change in cash overdraft................................. (1,195) --
Proceeds from issuance of debt........................... 35,000 15,000
Payments under capital leases............................ (25) (22)
Expenditures for debt issuance costs and other
intangibles............................................. (498) (689)
Partner withdrawals...................................... -- (2,951)
-------- --------
Net cash provided by financing activities.............. 33,282 11,338
-------- --------
Net (decrease) increase in cash and cash equivalents....... (419) 856
Cash and cash equivalents, beginning of period............. 5,633 4,375
-------- --------
Cash and cash equivalents, end of period................... $ 5,214 $ 5,231
======== ========
Noncash investing and financing activities:
Expenditures for rental equipment purchases included in
accounts payable........................................ $ 10,970 $ 4,356
======== ========
Receivable from sale of property......................... -- $ 520
======== ========
</TABLE>

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

5
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

1. Description of Business

Anthony Crane Rental, L.P. (the "Company"), its subsidiaries and, effective
July 22, 1998, its parent, Anthony Crane Rental Holdings, L.P. ("Holdings")
(collectively, the Partnership) are engaged in the rental of cranes and other
heavy equipment primarily for industrial maintenance and construction to a
variety of companies in the petrochemical, paper, steel, utility, mining and
multiple other industries. The Partnership provides twenty-four hour service,
seven days a week to customers principally in the United States. The
Partnership also sells new and used equipment to commercial construction,
industrial and residential users. Effective July 22, 1998, as part of the
Company's Recapitalization (see Note 4), the Company became 99% directly-owned
by Holdings (a former subsidiary of the Company which has no current
operations other than through the Company).

2. Basis of Presentation

The condensed consolidated financial statements include the accounts of the
Partnership and all of its subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements of Anthony
Crane Rental Holdings, L.P. ("the Partnership") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
During interim periods, the Partnership follows the accounting policies set
forth in its Annual Report on 10-K (the "Form 10-K") filed with the Securities
and Exchange Commission. Users of financial information produced for interim
periods are encouraged to refer to the footnotes contained in the Form 10-K
when reviewing interim financial results.

In the opinion of management, all adjustments which are of a normal and
recurring nature necessary for a fair statement of the results of operations
of these interim periods have been included. The net loss for the quarter
ended March 31, 1999 is not necessarily indicative of the results to be
expected for the full fiscal year. The Management Discussion and Analysis,
which follows these notes, contains additional information on the results of
operations and financial position of the Company. These comments should be
read in conjunction with these financial statements.

3. Cash Flow Statement

Supplemental cash flow information with respect to the acquisition discussed
in Note 6 was as follows:

<TABLE>
<S> <C>
Fair value of assets acquired, net of cash acquired.................. $13,622
Fair value of liabilities assumed.................................... (4,995)
Note payable to seller............................................... (500)
-------
Cash paid for acquisition............................................ $ 8,127
=======
</TABLE>

4. Recapitalization

On June 1, 1998, the Partnership entered into a recapitalization agreement
with Bain/ACR, L.L.C. (Bain), pursuant to which Bain and certain members of
senior management of the Partnership (collectively the "Equity Investors")
indirectly acquired through Holdings an 82% ownership interest in the
Partnership (the "Recapitalization"). Effective July 22, 1998, the
Recapitalization was consummated and the Partnership

6
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

incurred new debt obligations, repaid its outstanding Senior Notes and Credit
Agreement obligations, restructured certain of its outstanding Partnership
interests and distributed approximately $122.3 million in cash and property
with a net book value of approximately $3.6 million to the Predecessor
Partners. In connection with the repayment of its outstanding debt
obligations, the Partnership incurred approximately $15.1 million in
prepayment penalties and wrote-off deferred financing costs of approximately
$0.8 million which were reflected as an extraordinary item in the consolidated
statement of operations for the year ended December 31, 1998.

The Recapitalization was funded by: (i) a notes offering by the Company with
gross proceeds of $155 million, (ii) a discount debentures offering by
Holdings with proceeds of $25 million (iii) a $33.6 million contribution by
the Equity Investors, (iv) $125 million of borrowings by the Company under a
revolving credit facility of a new senior credit facility and (v) $50 million
of borrowings by the Company under the term loan facility of a new senior
credit facility. In addition, as part of the Recapitalization considerations,
Holdings distributed $22.5 million of Senior Preferred Units to the
Predecessor Partners.

The Recapitalization Agreement provided for an adjustment of the
distribution made to the Predecessor Partners based on consolidated net worth
(as defined in the Recapitalization Agreement), as of the closing date. The
amount of the adjustment has not yet been determined. Of the total
distribution made to the Predecessor Partners, $4 million is being maintained
in an escrow account in connection with resolution of the final adjustment and
certain indemnification provisions for the benefit of the Company pursuant to
the Recapitalization Agreement (refer to Note 11).

5. Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
<S> <C> <C>
10 3/8% Company Senior Notes, due 2008 (A).......... $155,000 $155,000
13 3/8% Holdings Senior Discount Debentures, due
2009 (B)........................................... 27,398(1) 26,561
Senior Credit Facility of the Company (C)
Revolving Credit Facility......................... 183,000 148,000
Term Loan......................................... 50,000 50,000
Other (D)........................................... 1,867 --
-------- --------
$417,265 $379,561
======== ========
</TABLE>
- --------
(1) Net of unamortized discount on debentures of $20,602 and $21,439 at March
31, 1999 and December 31, 1998, respectively.

(A) The Senior Notes of $155 million were issued in connection with the
Recapitalization (see Note 4) and will mature on August 1, 2008. Interest on
the Senior Notes accrues at the rate of 10 3/8% per annum from the issue date
and is payable semi-annually.

The Senior Notes are not redeemable prior to August 1, 2003. Thereafter, the
Senior Notes may be redeemed at any time at the option of the Company at
premium percentages ranging between approximately 105% and 102% (based on the
year of redemption) if redeemed after August 1, 2003, but before August 1,
2006. Subsequent to August 1, 2006, the Senior Notes may be redeemed at no
premium to the Company. Not withstanding the foregoing, at any time prior to
August 1, 2001, the Company may on any one or more occasions redeem a total of
up to 35% of the aggregate principal amount of the Senior Notes originally
issued under the

7
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

Senior Note Indenture at a redemption price of approximately 110 3/8% of the
principal if that redemption is paid for with the proceeds of an equity
offering.

The Senior Note Indenture contains certain restrictive covenants that limit,
among other things, the ability of the Company to make distributions, incur
additional indebtedness, consolidate or sell substantially all of its assets,
and enter into transactions with related parties.

(B) The Discount Debentures of $48 million were offered at an original issue
discount of approximately $23 million. Interest on the Discount Debentures
accretes at a rate of 13 3/8% per annum, compounded semi-annually to an
aggregate principal amount of $48 million on August 1, 2003. Thereafter,
interest on the Discount Debentures will accrue at the rate of 13 3/8% per
annum and will be paid semi-annually until the maturity date of August 1,
2009.

The Discount Debentures are general unsecured obligations of Holdings. The
Discount Debentures, however, are effectively subordinated indebtedness to all
secured obligations of Holdings and all obligations of Holdings' subsidiaries,
including borrowings under the Senior Notes and the Senior Credit Facilities.

The Discount Debentures are not redeemable prior to August 1, 2003.
Thereafter, the Discount Debentures may be redeemed by the Company at premium
percentages ranging between approximately 107% and 102% (based on the year of
redemption) if redeemed after August 1, 2003, but before August 1, 2006.
Subsequent to August 1, 2006, the Discount Debentures may be redeemed at no
premium to the Company. Not withstanding the foregoing, at any time prior to
August 1, 2001, the Company may on any one or more occasions redeem a total of
up to 35% of the aggregate principal amount of the Discount Debentures
originally issued under the Discount Debenture Indenture at a redemption price
of approximately 113 3/8% of the accreted value, plus liquidated damages, if
that redemption is paid for with the proceeds of an equity offering.

The Discount Debenture Indenture contains certain restrictive covenants that
limit, among other things, the ability of the Company to make distributions,
incur additional indebtedness, consolidate or sell substantially all of its
assets, and enter into transactions with related parties.

(C) The Senior Credit Facilities consist of a $275.0 million six-year non-
amortizing Revolving Credit Facility and a $50.0 million eight-year non-
amortizing Term Loan. The Revolving Credit Facility is available on a
revolving basis subject to a borrowing base during the period commencing on
the date of the Closing of the Recapitalization (July 22, 1998) and ending on
the date that is six years after the date of the Closing. At the Company's
option, loans made under the Revolving Credit Facility bear interest at either
(i) the Base Rate (defined as the highest of the rate of interest announced
publicly by Fleet National Bank from time to time as its prime rate or the
Federal funds effective rate from time to time plus 0.50%) plus a margin of
1.25%, subject to adjustment based on a leverage test, or (ii) the reserve-
adjusted London Interbank Offered Rate ("LIBO") plus a margin of 2.25%,
subject to adjustment based on a leverage test. The Term Loan bears interest,
at the Company's option, at either (i) the Base Rate plus a margin of 1.75%,
or (ii) the reserve-adjusted LIBO rate plus a margin of 2.75%.

Revolving loans may be borrowed, repaid and reborrowed from time to time
until six years after the closing of the Senior Credit Facilities. The Term
Loan may be repaid at any time but is subject to certain call protections and
must be repaid in full eight years after the closing of the Senior Credit
Facilities.

The Revolving Credit Facility is secured by a first-priority perfected lien,
and the Term Loan is secured by a second-priority perfected lien, on all
partnership interests of the Company and all property and assets (tangible

8
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

and intangible) of the Company and each of its material subsidiaries,
including, without limitation, all intercompany indebtedness, and all capital
stock (or similar equity interests owned by the Company) of each of the
Company's direct and indirect material subsidiaries, whenever acquired and
wherever located; provided, however, that no more than 65% of the capital
stock or similar equity interests of non-U.S. subsidiaries, if any, will be
required to be pledged as security in the event that a pledge of a greater
percentage would result in increased tax or similar liabilities for the
Company and its subsidiaries on a consolidated basis or would violate
applicable law.

The Senior Credit Facilities provide for mandatory repayments, subject to
certain exceptions, of the Revolving Credit Facility and the Term Loan based
on certain net asset sales outside the ordinary course of business of the
Company and its subsidiaries and the net proceeds of certain debt and equity
issuances. Outstanding loans under the Revolving Credit Facility and the Term
Loan (subject to certain call provisions) are voluntarily pre-payable without
penalty; provided, however, that LIBO breakage costs, if any, shall be borne
by the Company. The Senior Credit Facilities contain certain restrictive
covenants; the most restrictive of which include financial ratios.

The obligations of the Company under the Senior Notes and Senior Credit
Facilities are guaranteed on a full, unconditional joint and several basis, by
all material existing, direct and indirect domestic subsidiaries of the
Company and will be guaranteed by all material future, direct and indirect
domestic and foreign subsidiaries of the Company.

(D) In connection with the acquisition of Husky Crane, Inc. ("Husky Crane")
(see Note 6) the Company assumed certain liabilities. Among these liabilities,
were various notes payable with maturity dates ranging from March 2000 to
January 2004 and with interest rates ranging from 7.39% to 9.75%. The Company
plans to refinance the acquired notes with borrowings from the Senior Credit
Facility. Accordingly, the entire balance of the notes are classified as
noncurrent liabilities.

The aggregate principal debt maturities of long-term debt for the next five
years are as follows:

<TABLE>
<S> <C>
1999................................................................... --
2000................................................................... --
2001................................................................... --
2002................................................................... --
2003................................................................... --
Thereafter............................................................. $417,265
--------
$417,265
========
</TABLE>

6. Business Acquisitions

On March 31, 1999, the Company acquired all of the outstanding common stock
of Husky Crane, Inc. and certain assets of Paradise Equipment Company, L.P., a
limited partnership in which the 100% stockholder of Husky Crane is the
majority partner, as well as certain other assets owned personally by this
stockholder. The Company also assumed certain liabilities of Husky Crane. The
purchase price for the acquisition at closing was approximately $8.5 million
in cash with an additional payment of $500 payable to the seller contingent
upon the satisfaction of certain defined criteria. Management believes that it
is probable that the seller will satisfy the defined criteria and accordingly,
the Company has included the $500 payable to the seller as part of the
purchase price.

9
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

The acquisition was accounted for under the purchase method of accounting
and, accordingly, the purchase price has been allocated to the assets
acquired, principally consisting of equipment, based on their estimated fair
values at the date of acquisition. Goodwill in the amount of $1.3 million was
recorded as a result of the acquisition and will be amortized over five years.

The operating results of the acquisition will be included in the
Partnership's consolidated results of operations from the date of acquisition.
Certain required pro forma financial information related to the above
acquisition has not been presented since the acquisition was not material to
the Partnership's consolidated financial position or its consolidated results
of operations.

7. Lease Commitments

In April 1997, the Partnership entered into a capital lease agreement for
the lease of twenty trucks. The lease has a term of three years with a bargain
purchase option at the end of the lease agreement. Interest rates under the
capital lease agreement range from approximately 19% to 22%.

In connection with the acquisition of Husky Crane (see Note 6), the
Partnership assumed obligations related to three capital leases.

The following is a schedule of future minimum lease payments under the
capital lease agreements together with the present value of the net minimum
lease payments as of March 31, 1999:

<TABLE>
<S> <C>
Year ending December 31:
1999.................................................................... $ 555
2000.................................................................... 1,202
2001.................................................................... 397
2002.................................................................... 397
2003.................................................................... 722
2004.................................................................... 214
2005.................................................................... 831
------
Total minimum lease payments............................................ 4,318
Less amount representing interest....................................... 673
------
Present value of minimum lease payments................................. 3,645
Less current portion.................................................... 408
------
$3,237
======
</TABLE>

Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $3,795 and $286, respectively, at March 31,
1999 and $1,035 and $215, respectively, at December 31, 1998.

8. Contingencies

The Company is the defendant in a lawsuit by its former insurance carrier
who has asserted a claim for premiums allegedly due on a contract of insurance
in the amount of approximately $455. The Company has denied any liability and
intends to vigorously defend the claim.

Additionally, the Company is the defendant in a lawsuit asserting breach of
contract and tort claims arising out of allegations the Company did not timely
deliver certain used equipment that the customer contracted to buy from the
Company. The Company has denied any liability and intends to vigorously defend
the claims.

10
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

The Company is also the defendant in a lawsuit resulting from negotiations
in connection with a proposed acquisition in which the potential seller is
seeking contractual damages in the amount of $3 million plus other
consequential damages that may be proved at trial for breach of contract and
the confidentiality provisions in a letter of intent executed between the
parties. The Company has denied any liability and intends to vigorously defend
the claims.

The Company is a party to a number of other lawsuits and claims arising out
of the usual course of business.

While the Company cannot predict the outcome of these matters, in the
opinion of management upon advice of counsel, any liability resulting
thereunder will not have a material adverse effect on the Company's business
or financial condition, after giving effect to provisions already recorded.
However, there can be no assurance that an adverse outcome in one or more of
these matters will not be material to results of operations in any one period.
Additionally, certain of these matters are covered by the indemnity from the
Predecessor Partners.

The Partnership is currently investigating soil and groundwater
contamination at its Savannah, Georgia location from underground storage tanks
removed in 1994. Clean up activities associated with the contamination are
covered under the Georgia Underground Storage Tank Trust Fund (GUST). While
the ultimate costs of any remediation or continued monitoring are not yet
known, the Partnership expects that it will receive reimbursement for such
costs from the GUST. The reimbursement limit under GUST is $1 million. The
Partnership believes that it is unlikely that its costs will exceed the
reimbursement limit.

The Company has received a proposed assessment from a local taxing authority
in the amount of $8.6 million, including interest and penalties of $1.9
million and $1.3 million, respectively, as a result of a local sales and use
tax audit. Upon review of the assessment, management has identified a
significant amount that it believes was calculated by assessing duplicate tax
on specific cranes. The Company has recorded a liability of approximately $3.2
million at December 31, 1998 and March 31, 1999 for such tax liabilities.
Management is presently negotiating its liability with the respective local
taxing authority and believes there is a reasonable possibility that the final
tax assessment may exceed the amount presently recorded.

9. Subsidiary Guarantors

All of the Company's subsidiaries are wholly owned and all of the
outstanding debt under the Company's Senior Notes and Senior Credit Facility
are guaranteed on a full, unconditional and joint and several basis by all of
these subsidiaries (the "Guarantor Subsidiaries"). The following summarized
financial information presents the financial position for Holdings, the
Company and Guarantor Subsidiaries as of March 31, 1999 and December 31, 1998
and the results of operations and cash flows for the three-month periods ended
March 31, 1999 and 1998. Separate financial statements of the Guarantor
Subsidiaries have not been presented because management believes they are not
material to investors. In connection with the Recapitalization (see Note 3),
Holdings created a wholly-owned subsidiary, Anthony Crane Holdings Capital
Corporation ("AC Holdings Corp."), for the sole purpose of serving as co-
issuer of the Senior Discount Debentures. AC Holdings Corp. does not have any
operations or assets of any kind and will not have any revenues. As a result,
no separate disclosure of AC Holdings Corp.'s financial information has been
provided as such disclosure would not be meaningful given AC Holdings Corp.'s
lack of operations and assets.

11
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

The following table summarizes the financial position, results of operations
and cash flows for Holdings, the Company and the Company's guarantor
subsidiaries as of and for the quarter ended March 31, 1999:

<TABLE>
<CAPTION>
March 31, 1999
-----------------------------------------------------------
Operating Guarantor Intercompany
Holdings Company Subsidiaries Eliminations Consolidated
-------- --------- ------------ ------------ ------------
(Unaudited)
BALANCE SHEETS
<S> <C> <C> <C> <C> <C>
Assets:
Total current assets..... -- $ 42,574 $ 956 $ (2,492) $ 41,038
Investment in
subsidiaries............ $80,646 10,112 -- (90,758) --
Rental equipment, net of
accumulated
depreciation............ -- 303,531 10,142 -- 313,673
Property and equipment,
net of accumulated
depreciation............ -- 50,862 1,615 -- 52,477
Other assets, net........ 1,562 21,499 105 -- 23,166
------- -------- ------- -------- --------
Total assets........... $82,208 $428,578 $12,818 $(93,250) $430,354
======= ======== ======= ======== ========
Liabilities and partners'
capital:
Total current
liabilities............. -- $ 25,975 $ 2,706 $ (2,492) $ 26,189
Long term debt, less
current portion......... $27,398 389,867 -- -- 417,265
Other non-current
liabilities............. -- 5,751 -- -- 5,751
------- -------- ------- -------- --------
Total liabilities...... 27,398 421,593 2,706 (2,492) 449,205
Partners' capital
(deficit)............... 54,810 6,985 10,112 (90,758) (18,851)
------- -------- ------- -------- --------
Total liabilities and
partners' capital
(deficit)........... $82,208 $428,578 $12,818 $(93,250) $430,354
======= ======== ======= ======== ========
STATEMENTS OF OPERATIONS
Total revenues........... -- $ 45,938 $ 2,964 -- $ 48,902
------- -------- ------- -------- --------
Total cost of revenues... -- 30,135 1,381 -- 31,516
Selling, general and
administrative.......... -- 9,415 199 -- 9,614
------- -------- ------- -------- --------
Income from operations... -- 6,388 1,384 -- 7,772
Interest expense and
other (income) expense,
net..................... 875 8,491 341 -- 9,707
------- -------- ------- -------- --------
Income (loss) before
taxes................... (875) (2,103) 1,043 -- (1,935)
Provision for state
taxes................... -- 101 -- -- 101
------- -------- ------- -------- --------
Net income (loss)........ $ (875) $ (2,204) $ 1,043 -- $ (2,036)
======= ======== ======= ======== ========
STATEMENTS OF CASH FLOWS
Net cash used in
operating activities.... -- $ (7,559) $ (65) -- $ (7,624)
------- -------- ------- -------- --------
Net cash provided by
(used in) investing
activities.............. 68 $(25,512) $ (565) $ (68) $(26,077)
------- -------- ------- -------- --------
Net cash provided by
(used in) financing
activities.............. $ (68) $ 33,282 -- $ 68 $ 33,282
------- -------- ------- -------- --------
</TABLE>

12
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

The following table summarizes the financial position for Holdings, the
Company and the Company's guarantor subsidiaries as of December 31, 1998, and
results of operations and cash flows as of and for the quarter ended March 31,
1998.

<TABLE>
<CAPTION>
December 31, 1998
----------------------------------------------------------
Operating Guarantor Intercompany
Holdings Company Subsidiaries Eliminations Consolidated
-------- --------- ------------ ------------ ------------
BALANCE SHEET
<S> <C> <C> <C> <C> <C>
Assets:
Total current assets.... -- $ 38,480 $ 1,861 $ (3,360) $ 36,981
Investment in
subsidiaries........... $80,714 9,052 -- (89,766) --
Rental equipment, net of
accumulated
depreciation........... -- 272,309 10,370 -- 282,679
Property and equipment,
net of accumulated
depreciation........... -- 48,704 1,664 -- 50,368
Other assets, net....... 1,532 20,516 116 -- 22,164
------- -------- ------- -------- --------
Total assets.......... $82,246 $389,061 $14,011 $(93,126) $392,192
======= ======== ======= ======== ========
Liabilities and
partners' capital:
Total current
liabilities............ -- $ 25,381 $ 4,959 $ (3,360) $ 26,980
Long term debt, less
current portion........ $26,561 353,000 -- -- 379,561
Other non-current
liabilities............ -- 2,456 -- -- 2,456
------- -------- ------- -------- --------
Total liabilities..... 26,561 380,837 4,959 (3,360) 408,997
Partners' capital
(deficit).............. 55,685 8,224 9,052 (89,766) (16,805)
------- -------- ------- -------- --------
Total liabilities and
partners' capital
(deficit)............ $82,246 $389,061 $14,011 $(93,126) $392,192
======= ======== ======= ======== ========
<CAPTION>
March 31, 1998
----------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
Total revenues.......... -- $ 45,762 $ 2,701 -- $ 48,463
------- -------- ------- -------- --------
Total cost of revenues.. -- 29,741 1,171 -- 30,912
Selling, general and
administrative......... -- 9,022 423 -- 9,445
------- -------- ------- -------- --------
Income from operations.. -- 6,999 1,107 -- 8,106
Interest expense and
other (income) expense,
net.................... -- 3,391 151 -- 3,542
------- -------- ------- -------- --------
Income before taxes..... -- 3,608 956 -- 4,564
Provision for state
taxes.................. -- 60 -- -- 60
------- -------- ------- -------- --------
Net income.............. -- $ 3,548 $ 956 -- $ 4,504
======= ======== ======= ======== ========
<CAPTION>
March 31, 1998
----------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
Net cash provided by
operating activities... -- $ 1,027 $ 1,119 -- $ 2,146
------- -------- ------- -------- --------
Net cash used in
investing activities... -- $(12,030) $ (598) -- $(12,628)
------- -------- ------- -------- --------
Net cash provided by
financing activities... -- $ 11,338 -- -- $ 11,338
------- -------- ------- -------- --------
</TABLE>

13
<PAGE>

ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

10. Equity--Preferred and Common Units

The Company has three classes of stock: (i) Class A Preferred (ii) Class L
Common (iii) Class A Common. Upon liquidation or distribution of capital, the
Class A Preferred Unitholders are entitled to receive a preferential
distribution on payment of dividends equal to an 11% annual return, compounded
quarterly, on their original investment of $22.5 million. In addition, the
Class A Preferred Unitholders have a liquidation preference on their original
investment prior to any dividends or distributions made to Class L or Class A
Common Unitholders. As of March 31, 1999 and December 31, 1998, the cumulative
preferred dividends were approximately $1,761 and $1,099, respectively.

Upon satisfaction of Class A Preferred cumulative dividend and the
liquidation preference of the original investment of Preferred Unitholders,
the Class L Common Unitholders are entitled to receive a preferential
distribution on payment of dividends equal to a 12% annual return, compounded
quarterly on their original investment of $36.9 million. In addition, the
Class L Common Unitholders have a liquidation preference of their original
investment prior to any dividends or distributions to the Class A Common
Unitholders. As of March 31, 1999 and December 31, 1998, the cumulative
preferred dividends were approximately $3,160 and $1,968 respectively.

Upon satisfaction of the aggregate liquidation preference of both Class A
Preferred and Class L Common Unitholders, any remaining distributions will be
distributed ratably among the Class L and Class A Common Unitholders.

11. Subsequent Event

On April 29, 1999, Mr. Ray G. Anthony resigned his positions as chairman of
the board of managers of ACR Management, L.L.C., the general partner of
Holdings, and CEO of Holdings and the Company. On that date, Mr. Anthony and
certain other parties entered into a Resignation and Amendment Agreement.
Pursuant to the agreement, Mr. Anthony resigned as an employee and retained
his membership on the board of managers. In addition, pursuant to the
agreement, the Predecessor Partners were paid $1.3 million, representing an
adjustment to the distribution amount paid in connection with the
Recapitalization, and $3.8 million of proceeds escrowed in connection with the
Recapitalization were released to the Predecessor Partners.

14
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Results of Operations
Quarter ended March 31, 1999 Compared to the Quarter Ended March 31, 1998

Equipment Rental Revenues. Revenues from equipment rentals increased $2.7
million, or 6.2%, to $46.3 million for the quarter ended March 31, 1999 as
compared to $43.6 million for the same period in the prior year. This increase
was largely due to the continued growth at the Company's existing yards,
reflecting the impact of the equipment purchased in 1998 and continued growth
in the operations in California which are beginning to reach targeted
operating levels. Equipment rental revenues for the quarter ended March 31,
1999 were negatively impacted by the delay of several industrial maintenance
projects in the Company's central region. The Company expects that these
projects will be completed in the second or third quarter of 1999.

Equipment Sales. Revenues from equipment sales decreased $2.3 million, or
46.9%, to $2.6 million for the quarter ended March 31, 1999 as compared to
$4.9 million for the same period in the prior year. This decrease was
attributable to the Company's decision to reduce sales of used equipment in
connection with its fleet management program as well as a slowdown in new
equipment sales. Management expects to see an increase in activity in new
equipment sales throughout the remainder of the year.

Total Revenues: Based on the foregoing, total revenues increased $.4
million, or 1.0%, to $48.9 million for the quarter ended March 31, 1999 as
compared to $48.5 million for the same period in the prior year.

Gross Profit: Gross profit from equipment rentals remained relatively
consistent, decreasing $.2 million, or 1.0%, to $16.6 million for the quarter
ended March 31, 1999 as compared to $16.8 million for the same period in the
prior year. This decrease was primarily the result of an increase in
depreciation, salaries and wages and associated employee benefit costs. As a
percent of equipment rental revenues, gross profit from equipment rentals
decreased to 35.9% for the quarter ended March 31, 1999 as compared to 38.5%
for the same period in the prior year. This decrease in gross profit margin is
primarily attributable to the increased operating costs discussed above. Gross
profit margin from equipment rental was also negatively impacted by the delay
of the industrial projects, which generally produce larger profit margins.

Gross profit from equipment sales remained consistent, totaling $.8 million
for the quarters ended March 31, 1999 and 1998. As a percent of equipment
sales revenues, gross profit increased to 31.0% for the quarter ended March
31, 1999 as compared to 16.0% for the same period in the prior year. The
increase in the gross margin percentage was due to the sale of certain used
equipment during the quarter ended March 31, 1999, which generated unusually
large margins.

Based on the foregoing, total gross profit remained relatively constant,
decreasing from $17.6 million for the quarter ended March 31, 1998 compared to
$17.4 million for the quarter ended March 31, 1999.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $.2 million, or 2.1%, to $9.6 million for
the quarter ended March 31, 1999 compared to $9.4 million for the same period
in the prior year. As a percent of total revenues, selling, general and
administrative expenses remained relatively consistent, totaling 19.6% for the
quarter ended March 31, 1999 as compared to 19.4% for the same period in the
prior year.

Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) increased $.6
million, or 4.3%, to $14.5 million for the quarter ended March 31, 1999,
compared to $13.9 million for the same period in the prior year. EBITDA from
equipment rentals (as defined to equal revenues from equipment rentals, less
cost of equipment rentals, less selling, general and administrative expenses,
plus depreciation and amortization) increased $.9 million, or 6.6%, to $14.5
million for the quarter ended March 31, 1999, compared to $13.6 million for
the same period in the prior year. As a percent

15
<PAGE>

of rental revenues, EBITDA from rental operations remained constant, totaling
31.3% for the quarter ended March 31, 1999, compared to 31.2% for the same
period in the prior year.

Interest Expense. Interest expense increased $5.5 million, or 131.0%, to
$9.7 million for the quarter ended March 31, 1999 compared to $4.2 million for
the same period in the prior year. This increase reflected the higher level of
borrowings outstanding attributable to the Company's recapitalization
transaction consummated in July 1998 as well as the Company's continued
investment in rental equipment and the opening of new yards.

Other (Income) Expense, Net. Other income decreased $.7 million, or 100.0%,
from $.7 million for the quarter ended March 31, 1998. This decrease is
primarily attributable to the sale of property and other asset dispositions
(excluding used rental equipment) in the quarter ended March 31, 1998, which
generated income of approximately $.6 million. No such asset dispositions
occurred during the quarter ended March 31, 1999.

Net (Loss) Income: Net Income decreased $6.5 million, or 153.8%, to a net
loss of $2.0 million for the quarter ended March 31, 1999, compared to net
income of $4.5 million for the same period in the prior year as a result of
the factors discussed above.

Liquidity and Capital Resources

Net cash provided by operating activities for the quarter ended March 31,
1999 decreased from $2.1 million for the quarter ended March 31, 1998, to a
use of cash by operations of $7.6 million for the quarter ended March 31,
1999. This decrease was primarily the result of a decrease in net income as
well as an increase in accounts receivable and a decrease in certain
liabilities.

During the quarters ended March 31, 1999 and 1998, the Company's principal
uses of cash for investing activities were for capital expenditures, including
expenditures for rental equipment. Total capital expenditures were $21.7
million and $22.1 million, respectively. Included in these totals were
expenditures for rental equipment totaling $19.4 million and $16.4 million,
respectively. These expenditures were made to increase the Company's total
investment in the rental fleet and to replace sold used rental equipment.

Net cash provided by financing activities during the quarter ended March 31,
1999 was $33.3 million, an increase of 194.6%, compared to $11.3 million for
the quarter ended March 31, 1998. The increase in net cash provided by
financing activities was due to an increase in net borrowings to fund capital
expenditures.

The Company has no long-term minimum purchase commitments for rental
equipment. Management has budgeted $85 million for gross fleet capital
expenditures for 1999, exclusive of acquisitions, to be used to replace rental
equipment sold as well as increases in the total investment in the fleet.
These expenditures will be offset by expected proceeds from the sale of used
equipment of approximately $25 million. The Company also expects to spend
approximately $8 million in 1999 on non-rental related capital expenditures
consisting of support equipment, buildings, land, furniture and fixtures and
machinery and tools. In addition to the budgeted capital expenditures, the
Company is currently considering several potential acquisitions. In the
quarters ended March 31, 1999 and 1998, the Company incurred approximately $.8
million related to a sale/leaseback transaction entered into in December 1996.
This transaction will require annual payments of approximately $3.1 million
through January 2004.

In connection with the Recapitalization, the Company and Holdings incurred
significant amounts of debt with interest and principal payments on the
Discount Debentures, the Senior Notes and under the Senior Credit Facilities
representing significant obligations of the Company and Holdings. Holdings'
operations are conducted through its subsidiaries and Holdings is, therefore,
dependent upon the cash flow of its subsidiaries, including the Company, to
meet its debt service obligations. The Company's liquidity needs relate to
working capital, debt service, capital expenditures and potential
acquisitions.

The Company intends to fund its working capital, capital expenditures and
debt service requirements through cash flows generated from operations and
borrowings under the Senior Credit Facilities. The Senior

16
<PAGE>

Credit Facilities consist of a $275.0 million, non-amortizing revolving Credit
Facility of which a net amount of $183.0 million was drawn at March 31, 1999,
and a $50.0 million non-amortizing Term Loan. Amounts under the Revolving
Credit Facility are available on a revolving basis during the period
commencing on July 22, 1998 (the date of the closing) and ending on the sixth
anniversary of the closing.

The Senior Credit Facilities, the Senior Notes and the Discount Debentures
contain certain covenants that limit, among other things, the ability of the
Company and Holdings to: (i) make distributions, redeem partnership interests
or make certain other restricted payments or investments other than
distributions to pay taxes; (ii) incur additional indebtedness or issue
preferred equity interests; (iii) merge, consolidate or sell all or
substantially all of its assets; (iv) create liens on assets; and (v) enter
into certain transactions with affiliates or related persons. In addition, the
Senior Credit Facilities require the Company to maintain specific financial
ratios and tests, among other obligations, including a minimum interest
coverage ratio. At March 31, 1999, the Company and Holdings were in full
compliance with the financial covenants and expect to remain in compliance for
the foreseeable future, including with respect to the minimum interest
coverage ratio.

Current Developments

On March 31, 1999, the Company completed the purchase of all of the
outstanding common stock of Husky Crane, Inc. ("Husky Crane"), and certain
assets of Paradise Equipment Company, L.P. a limited partnership in which the
100% stockholder of Husky Crane is the majority partner, as well as certain
other assets owned personally by this stockholder. The purchase price
consisted of approximately $8.5 million cash at closing plus the assumption of
certain liabilities. Husky Crane operated two rental yards in California. The
Company used borrowings under its Revolving Credit Agreement to fund the
transaction.

Impact of Year 2000 Issue

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities.

Based on prior assessments, the Company determined that its information
technology systems required modification or replacement of portions of
hardware and software so that those systems would properly utilize dates
beyond December 31, 1999. The Company utilized both internal and external
resources to reprogram, or replace, test and implement the software and
hardware for Year 2000 modifications. The total cost of the Year 2000 project,
which was completed in 1998, was approximately $650,000 and was funded through
operating cash flows. The majority of the costs incurred were capitalized.
With the completion of the Year 2000 project, management now believes that its
internal information technology systems are Year 2000 compliant.

The Company is also evaluating the Year 2000 compliance programs of its
critical customers, suppliers and service providers in an attempt to determine
the adequacy of their programs in addressing the Year 2000 issue. A failure by
a critical supplier or group of critical customers could negatively impact
sales, profits and cash flows. The Company believes that the formulation of
contingency plans will help mitigate exposure and losses should such a failure
occur. Such risks are further mitigated by the Company's diverse customer
base. However, because the Company's overall Year 2000 compliance is
contingent upon the readiness of its critical vendors and customers, there can
be no assurance that the Company's Year 2000 compliance programs will
adequately address Year 2000 issues not under its direct control.

17
<PAGE>

Forward Looking Statements

This report may contain forward-looking statements that are based on current
expectations, estimates and projections about the industries in which the
Company operates, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes",
"estimates" and variations of such words and similar expressions are intended
to identify such forward-looking statements. These statements constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, and are subject to the safe harbor created thereby.
These statements are based on a number of assumptions that could ultimately
prove inaccurate and, therefore, there can be no assurance that such
statements will prove to be accurate. Factors which could affect actual future
results include the developments relating to the state and local sales and use
tax audit and other claims related to investigations or lawsuits. Such factors
also include the possibility that increased demand or prices for the Company's
services may not occur or continue, changing economic and competitive
conditions, technological risks and other risks, changing governmental
regulations (including environmental rules and regulations) and other risks
and uncertainties, including those detailed in the Company's filings with the
Securities and Exchange Commission. The Company does not undertake to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.

18
<PAGE>

PART II

ITEM 1. Legal Proceedings

The Company is the defendant in a lawsuit by its former insurance carrier
who has asserted a claim for premiums allegedly due on a contract of insurance
in the amount of approximately $455,000. The Company has denied any liability
and intends to vigorously defend the claim.

The Company is a party to a number of other lawsuits and claims arising out
of the usual course of business.

While the Company cannot predict the outcome of these matters, in the
opinion of management upon advice of counsel, any liability resulting
thereunder will not have a material adverse effect on the Company's business
or financial condition after giving effect to provisions already recorded.
However, there can be no assurance that an adverse outcome in one or more of
these matters will not be material to results of operations in any one period.
Additionally, certain of these matters are covered by the indemnity from the
Predecessor Partners, as described below.

Environmental, Health and Safety Matters

The Company and its operations are subject to federal, state and local
environmental and occupational health and safety laws and regulations,
including laws and regulations governing petroleum storage, waste water
discharge, underground storage tanks, hazardous chemical reporting and
hazardous waste disposal. Based upon the findings of an environmental
assessment conducted in connection with the Recapitalization, the Company
believes it is in material compliance with such requirements. The Company
spent approximately $100,000 in 1998 to close and upgrade certain underground
storage tanks to comply with the U.S. EPA 1998 deadline for attaining certain
technical standards for such tanks. The Company does not anticipate any
material capital expenditures in 1999 for environmental controls. The
enactment of more stringent laws or regulations or stricter interpretation of
existing laws and regulations could require additional expenditures by the
Company, which could have a material adverse effect on the Company's business,
financial condition and results of operations.

Like all businesses, the Company is subject to liability for the
investigation and remediation of environmental contamination (including
contamination caused by other parties) at the properties it owns or operates
and at other properties where the Company or its predecessors have arranged
for the disposal of hazardous substances. While management is not aware of any
current matters, there is no assurance that the Company will not be subject to
such matters in the future, and the amount of such liability could have a
material adverse effect on the Company's business, financial condition and
results of operations.

The Company is currently investigating and delineating soil and groundwater
contamination at its Savannah, Georgia location that resulted from former
gasoline underground storage tanks that were removed in 1994. These activities
are being conducted under the oversight of the Georgia Department of Natural
Resources. Following delineation, either active remediation or continued
monitoring of contamination will likely be required. The cost of such work is
not yet known, but the Company expects that it will receive reimbursement for
such costs from the Georgia Underground Storage Tank Trust Fund. To date, the
Company has been approved for reimbursement

19
<PAGE>

for $80,000 to delineate the contamination. The reimbursement limit under the
Trust Fund is $1 million. The Company believes that it is unlikely that its
costs will exceed the reimbursement limit.

Recapitalization

In connection with the Recapitalization, the Predecessor Partners have
agreed to indemnify the Company for matters that breach certain
representations and warranties set forth in the Recapitalization Agreement.
Such indemnification is limited to claims submitted within four years
following the Recapitalization, subject to a $1.6 million deductible and a $16
million cap, when aggregated with other indemnified matters. There can be no
assurance that the Predecessor Partners will have the ability to fulfill their
indemnification obligations if called upon to do so by the Company.

Sales and Use Tax

The Company is currently under audit for certain state and local sales and
use tax liabilities and has received a proposed assessment from a local taxing
authority in the amount of $8.6 million. Upon review of this assessment,
management has identified a significant amount it believes was calculated by
assessing duplicate tax on specific cranes. The Company has recorded a
liability of approximately $3.2 million at December 31, 1998 and March 31,
1999, for such tax liabilities. Management is presently negotiating its
liability with the respective local taxing authority and believes there is a
reasonable possibility that the final tax assessment may exceed the amount
presently recorded.

ITEM 5. Other Information

On April 29, 1999, Mr. Ray G. Anthony resigned his positions as chairman of
the board of managers of ACR Management, L.L.C., the general partner of
Holdings, and CEO of Holdings and the Company. The Company gratefully
acknowledges the crucial role Mr. Anthony has played in creating, building and
sustaining Anthony Crane Rental over the past 30 years. The management team
and the board of managers are pleased to accept his ongoing guidance as a
member of the board and wish him the best of luck in his new endeavors.

On that date, Mr. Anthony and certain other parties entered into a
Resignation and Amendment Agreement. Pursuant to the agreement, Mr. Anthony
resigned as an employee and retained his membership on the board of managers.
In addition, pursuant to the agreement, the Predecessor Partners were paid
$1.3 million, representing an adjustment to the distribution amount paid in
connection with the Recapitalization, and $3.8 million of proceeds escrowed in
connection with the Recapitalization were released to the Predecessor
Partners.

ITEM 6.

A. INDEX TO EXHIBITS

10.1 Resignation and Amendment Agreement dated April 29, 1999 by and among
Anthony Crane Rental, L.P., Anthony Crane Rental Holdings, L.P., ACR
Management, L.L.C., Bain/ACR, L.L.C., Dave Mahokey, Al Bove, Arthur
Innamorato, Ray G. Anthony, Anthony Iron and Metal Company, Anthony
Crane Rental, Inc., Anthony Crane Rental of Texas, Inc., Anthony Crane
Rental of Georgia, Inc., ACR Acquisitions, Inc. and William B. Kania,
in his capacity as the Current Owner Representative.

B. REPORTS ON FORM 8-K

None

20
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of West Mifflin, State of Pennsylvania, on May 14, 1999.

ANTHONY CRANE RENTAL HOLDINGS, L.P.

By: /s/ David W. Mahokey
---------------------------------
David W. Mahokey
Chief Operating Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following person in the capacity indicated on
May 14, 1999.

/s/ Dale A. Buckwalter
---------------------------------
Dale A. Buckwalter
Chief Financial Officer
(principal financial and accounting
officer)

<PAGE>

EXHIBIT 10.1

RESIGNATION AND AMENDMENT AGREEMENT

April 29, 1999

Mr. Ray G. Anthony
2 Allegheny County Airport
West Mifflin, PA 15122

Dear Ray:

This letter sets forth our agreement relating to your resignation as
an officer and employee of Anthony Crane Rental Holdings, L.P. and its
subsidiaries and affiliates (the "Company"), your continuing relationship with
the Company and certain other matters. Reference is made to the Amended and
Restated Recapitalization Agreement, dated as of July 22, 1999 (the
"Recapitalization Agreement"), by and among Anthony Crane Rental, L.P., Anthony
Crane Rental Holdings, L.P., the purchasers listed on the schedule of purchasers
and the current owners listed on the schedule of current owners. The
capitalized terms used herein and not defined herein have the meanings specified
in the Recapitalization Agreement. Our agreement consists of the following:

1. Resignation and Board Position.
------------------------------

(a) Effective the date hereof, RA's employment with the Company and
its subsidiaries will be voluntarily terminated and RA will resign as an officer
and employee of the Company and its subsidiaries.

(b) The parties hereto acknowledge that RA or his designee is
absolutely and unconditionally entitled to remain as a member of the board of
managers of ACR Management pursuant to Section 4.2(a) of ACR Management's
limited liability company agreement. The parties hereto confirm that such member
of the board of managers will be entitled to expense reimbursement pursuant to
Section 4.2(f) of ACR Management's limited liability company agreement.

2. Severance Payment. RA and the Company acknowledge and agree that
-----------------
the Company does not owe RA any amounts as severance pursuant to the Employment
Agreement and that RA has no further right to any payments pursuant to the
Employment Agreement, including without limitation any bonuses and any payments
pursuant to Section 5 of the Employment Agreement.

3. COBRA Benefits. The Company hereby agrees that RA shall be
--------------
entitled to his COBRA rights in respect of the Company and any rights
to which he is entitled in the Company's 401(k) plan.
<PAGE>

4. Distributions from ACR Management. The parties hereto hereby amend
---------------------------------
Section 3.1 of the Limited Liability Company Agreement of ACR Management to
replace the penultimate sentence of Section 3.1 as follows:

"Unless the Board determines otherwise, distributions shall be made to
Participants pro rata based on the Percentage Interests held by each
--- ----
Participant; provided, however, that so long as Anthony Iron and Metal
Company is a Participant, distributions to Anthony Iron and Metal
Company will not be less than its pro rata share (based on its
Percentage Interest) of the aggregate amount of such distribution
without its prior written consent."

5. Employment Agreement. The parties hereby agree that the
--------------------
Employment Agreement is hereby terminated and of no further force and effect
except that paragraphs 6 and 7 shall survive and continue in force and effect
until July 22, 2003, as well as paragraphs 9 and paragraphs 11 though 21,
inclusive, but only as such paragraphs relate to paragraph 6 and 7.

6. Office Expenses. RA hereby waives any right to reimbursement or
---------------
entitlement from the Company of his office and administrative expenses from and
after the Closing.

7. Airline Expenses and Operations. The Company hereby agrees to pay
-------------------------------
to RA an amount equal to $35,000 to reimburse RA for expenses relating to the
operations of his aircraft. RA hereby waives any further right to expense
reimbursement from the Company relating to the aircraft. In addition,
notwithstanding paragraph Section 8.03(b) of the Recapitalization Agreement, the
Company hereby agrees that RA may hire the pilots currently employed by the
Company.

8. Hummers. The Company hereby agrees to transfer ownership, at no
-------
charge, of the two Hummers it currently owns to RA.

9. Noncompetition. The parties hereto acknowledge and agree that the
--------------
noncompetition provisions of Section 8.03(a) of the Recapitalization Agreement
remain in full force and effect until July 22, 2003, except that the parties
hereto agree to amend Section 8.03(a) to add the following sentences to the end
of the paragraph:

"Notwithstanding the foregoing, RA is permitted to participate (as owner,
manager, officer or otherwise) without limitation in the ownership of, and
to conduct immediately, directly or indirectly, any Competitive Business
involving the rental of cranes or equipment for use only inside the States
of Nevada and Illinois and inside the metropolitan service area of Mobile,
Alabama (a "Permitted Competitive Business"); provided, however, that such
Permitted Competitive Business will not be permitted to rent cranes or
other equipment outside such states and to the extent that the rented
cranes or equipment are used outside such states, the Company will be
entitled to damages from RA, which damages will include, but not be limited
to, 100% of the rental revenues generated from such prohibited rental.
With respect to such Permitted Competitive Business, RA agrees that he will
negotiate with

-2-
<PAGE>

the Company in good faith to provide the Company with a non-controlling
interest in such Permitted Competitive Business, which negotiations will be
concluded, with or without agreement, within 45 days from the date hereof.
In addition, notwithstanding the foregoing, RA may sell new or used cranes
in an amount up to $5 million in each calendar year (which sales may only
be true sales and not rent to purchase or other contingent sales)."

10. Purchaser Indemnitees. The parties hereto agree that Section
---------------------
8.01(b)(i) of the Recapitalization Agreement is hereby amended to remove the
following persons from the definition of Purchaser Indemnitees: Anthony Iron and
Metal Company (on behalf of David Mahokey), David Mahokey, Al Bove and Arthur
Innamorato.

11. Survival and Indemnification.
----------------------------

(a) The parties hereby agree that the first sentence of paragraph 13
of the Indemnification Schedule to the Recapitalization Agreement is hereby
amended so that RA will not be charged by the Company for time spent by the
persons designated on such schedule which time does not exceed in the aggregate
ten full working days. In the event RA is to be charged for time spent as
described above, the charges will be $750 per day per individual.

(b) The parties hereto agree that the parenthetical starting in the
third line of Section 8.01(b)(ii) of the Recapitalization Agreement is hereby
replaced with the following:

"(except for Sections 5.02 (Authorization) and 5.03
(Capitalization))".

(i) the word "fifth" in clause (2) is hereby replaced with the word
"second";

(ii) the word "fourth" in clause (3) is hereby replaced with the word
"third"; and

(iii) the word "third" in clause (4) is hereby replaced with the word
"second".

(d) The parties hereto agree that the parenthetical starting in the
second line of Section 8.01(b)(iii) of the Recapitalization Agreement is hereby
replaced with the following:

"(other than Section 5.02 (Authorization), 5.03 (Capitalization and
Related Matters) and 5.21(b) (Events Subsequent to Most Recent Fiscal
Year End))".

(e) The parties hereto agree that the second sentence of Section
8.01(b)(iii) of the Recapitalization Agreement is hereby replaced with the
following sentence:

-3-
<PAGE>

"Any breaches of any post-closing covenant or agreement contained
herein, including, without limitation, any breach of any covenant or
agreement contained in Section 8, will not be subject to the
Deductible or the Cap."

(f) The parties hereto agree that the Company will not be entitled to
indemnification pursuant to Item 1 of the Indemnification Schedule to the
Recapitalization Agreement with respect to the current Louisiana sales and use
tax audit until the Company incurs Losses in respect of such matter in excess of
the sum of (i) the reserve for this matter set forth on the Company's balance
sheet at Closing, (ii) the unused portion of the Deductible existing at such
time and (iii) $1.3 million.

12. Richard Ferchek Mortgage. The Company hereby agrees that it will
------------------------
use its reasonable efforts to cause Richard Ferchek, Sr. to refinance, without
RA's credit support, his mortgage obligations which are secured by a certificate
of deposit owned by RA or obtain the release of the certificate of deposit.

13. Current Owner Representative. The parties hereto agree that
----------------------------
Section 8.05 of the Recapitalization Agreement is hereby amended so that RA may
replace the Current Owner Representative or any successor Current Owner
Representative at any time and may appoint any successor Current Owner
Representative.

14. Distribution Amount Adjustment/Escrow Release. The parties
---------------------------------------------
hereto agree that the Actual Distribution Amount shall be greater than the
Estimated Distribution Amount by $1,310,000 for purposes of Section 1.04 of the
Recapitalization Agreement. Accordingly the Company agrees to pay RA such
amount pursuant to Section 1.04(c). In addition, the parties hereto agree that
$3,870,325.83 (which when added to the $129,674.77 previously distributed from
the Escrow Account aggregates $4 million) of the Escrow Amount shall be released
to the Current Owners, and the remainder of the Escrow Amount shall be released
to the Company, and the parties will direct the Escrow Agent accordingly. David
Mahokey agrees that he is not entitled to receive any portion of such payments.
Notwithstanding the foregoing, the parties hereto acknowledge and agree that the
release of the Escrow Amount shall not in any way limit the indemnification
obligations set forth in the Recapitalization Agreement. The parties hereto
acknowledge and agree that the items previously in dispute relating to the
Distribution Amount and Section 1.04 of the Recapitalization Agreement are
hereby deemed resolved and the Company shall not be entitled to any payments
relating to such items, except to the extent of its indemnification rights under
Section 8 of the Recapitalization Agreement, which indemnification rights it
hereby reserves and specifically does not waive.

15. Releases.
--------

(a) RA, AIM and its affiliates hereby agree to execute the release
attached hereto as Exhibit I, which release releases Dale Buckwalter and Clayton
Andrews, L.L.P. from any liability in respect of the transactions contemplated
by the Recapitalization Agreement.

-4-
<PAGE>

(b) RA, AIM and its affiliates hereby agree to execute the release
attached hereto as Exhibit II, which release releases Arthur Innamorato and
David Mahokey from any liability in respect of the transactions contemplated by
the Recapitalization Agreement.

(c) RA, AIM and its affiliates hereby agree to execute the release
attached hereto as Exhibit III, which release releases Bain, ACR Management, the
Company and their directors, officers, employees and affiliates from any
liability, other than contractual claims which RA, AIM or their affiliates may
have pursuant to the agreements which continue in force and effect after the
date of this agreement as set forth in the release.

(d) Dale Buckwalter and Clayton Andrews, L.L.P. hereby agree to
execute the release attached hereto as Exhibit IV, which release releases RA,
AIM and its affiliates from any liability in respect of the transactions
contemplated by the Recapitalization Agreement.

(e) Arthur Innamorato and David Mahokey hereby agree to execute the
release attached hereto as Exhibit V, which release releases RA, AIM and its
affiliates from any liability in respect of the transactions contemplated by the
Recapitalization Agreement.

(f) Bain, ACR Management and the Company hereby agree to execute the
release attached hereto as Exhibit VI, which release releases RA, AIM and its
affiliates from any liability, other than contractual claims which RA, AIM or
their affiliates may have pursuant to the agreements which continue in force and
effect after the date of this agreement as set forth in the release.

16. Non-disparagement. RA, AIM and its affiliates agree that they
-----------------
will not make any negative or disparaging statements or communications regarding
Bain, ACR Management, the Company or their affiliates. Bain, ACR Management,
the Company and their affiliates agree that they will not make any negative or
disparaging statement or communications regarding RA, AIM or its affiliates.

17. Class A Preferred Liquidity.
---------------------------

(a) The parties hereto agree that notwithstanding the provisions of
the Registration Agreement, in connection with the Company's initial public
offering of its equity securities, the Company will use its reasonable best
efforts to sell to the public all of the common stock into which the Class A
Preferred Units held by AIM are converted (which conversion will be at a value
no less than the Class A Preferred Units' Unreturned Capital and Unpaid Class A
Preferred Yield thereon), and such securities will have priority over all other
Registrable Securities in the event the underwriters require a cutback in the
offering.

(b) The parties hereto agree that, in connection with any Liquidity
Event (as defined in the Securityholders Agreement), the Class A Preferred Units
held by AIM will be sold to the purchaser in such Liquidity Event for an amount
no less than its entire Unreturned Capital and

-5-
<PAGE>

Unpaid Class A Preferred Yield (as such terms are defined in the limited
partnership agreement of Holdings).

18. Bank Loan Waiver. RA hereby waives any entitlement to assumption
----------------
or contribution from the Company, ACR Management or any of their affiliates
with respect to bank loans which funded real estate which was previously
contributed by RA or his affiliates to the Company.

19. Plates and Stickers. To the extent that RA, AIM or any of their
-------------------
affiliates continue to own any rights to the license to issue motor vehicle
plates and inspection stickers (and related rights), RA, AIM and their
affiliates hereby agree to transfer any such right to the licenses to the
Company and agree to cease and desist from interfering with the Company's right
to issue the plates and stickers. The Company hereby agrees to apply, on behalf
of RA, to obtain a license to issue motor vehicle plates and inspection stickers
(and related rights) for RA's motorcycle business. Upon issuance of such
license, RA will cause his affiliates to return to the Company all plates
stickers previously issued by the Company to RA or his affiliates.

20. Books and Records. The Company hereby agrees to provide RA and
-----------------
his representatives access to the Company's books and records relating to the
period prior to the date hereof upon request of RA or his representative for the
purpose of reviewing and copying such records. The Company further agrees to
permit RA or his representative access to such books and records subsequent to
the initial review at reasonable times upon reasonable notice and for reasonable
purposes. The Company agrees that RA and his representatives may copy such
records.

21. Press Releases. The parties to this letter agree that they will
--------------
not issue any public statement regarding RA's resignation of employment with the
Company or regarding this letter without the prior written consent of the other
party hereto, except as required by law.

22. Complete Agreement. The parties hereto agree that the
------------------
Recapitalization Agreement and all other agreements entered into in connection
therewith will continue in full force and effect, except as modified by this
letter. The parties also agree that this letter supersedes all other written or
oral agreements relating to the subject matter of this letter.

23. Binding Effect. This letter agreement is binding on the parties
--------------
hereto subject only to RA not revoking the release set forth on Exhibit III
prior to the expiration of the seven day period following RA's execution of such
release; provided that, in the event such release is revoked, the parties hereto
agree that this agreement and the releases attached hereto will cease to be in
force and effect and all monies paid to RA will be promptly returned to the
Company. Notification of revocation by RA during the seven day period must be
accomplished by hand delivered written notice of revocation to the Company at
1125 Camp Hollow Road, West Mifflin, PA, with a copy to the Company's counsel,
James L. Learner, P.C., Kirkland & Ellis, 200 E. Randolph Drive, Chicago, IL
60601, before midnight of the seventh day after the execution date of such
release. No attempted revocation after the expiration of such seven day period
will have any effect on the terms of this letter agreement or such release.

-6-
<PAGE>

If you are in agreement with the terms of this letter, please sign in
the space provided below.

Very truly yours,

ANTHONY CRANE RENTAL, L.P.

By_________________________

Its________________________

ANTHONY CRANE RENTAL HOLDINGS, L.P.

By_________________________

Its________________________

ACR MANAGEMENT, L.L.C.

By_________________________

Its________________________

BAIN/ACR, L.L.C.

By_________________________

Its________________________

___________________________
David Mahokey

___________________________
Al Bove

___________________________
Arthur Innamorato

-7-
<PAGE>

Agreed and accepted
the __ day of April, 1999:

_______________________________
RAY G. ANTHONY

ANTHONY IRON AND METAL COMPANY

By_____________________________

Its____________________________

ANTHONY CRANE RENTAL, INC.

By_____________________________

Its____________________________

ANTHONY CRANE RENTAL OF TEXAS, INC.

By_____________________________

Its____________________________

ANTHONY CRANE RENTAL OF GEORGIA, INC.

By_____________________________

Its____________________________

ACR ACQUISITIONS, INC.

By_____________________________

Its____________________________

_______________________________
WILLIAM B. KANIA, in his capacity as
the Current Owner Representative

-8-
<PAGE>

EXHIBIT I

READ CAREFULLY AND CONSULT WITH YOUR
------------------------------------
ATTORNEY BEFORE SIGNING
-----------------------

RELEASE
-------

1. In full consideration of the execution of this Release by the
undersigned ("Releasors"), Anthony Crane Rental, L.P. and its affiliates (the
"Company") will provide Releasors with the consideration and other rights set
forth in the resignation and amendment agreement (the "Agreement") dated April
29, 1999 to which this Release is attached as Exhibit I.

2. Releasors, intending to be legally bound and for and in
consideration of the benefits described in the Agreement, do for themselves,
their heirs, executors, administrators, representatives, successors and assigns
hereby remise, release and forever discharge Clayton Andrews, L.L.P. and Dale
Buckwalter and their affiliates (the "Releasees"), from any and all actions and
causes of action, claims and demands, suits, damages including liquidated
damages, attorneys' fees, expenses, debts, dues, accounts, bonds, covenants,
contracts, agreements and compensation whatsoever and from any claims for
retaliation, and from any and all other claims of any nature whatsoever against
the Releasees, whether known or unknown or whether asserted or unasserted,
arising with respect to the transactions contemplated by the Recapitalization
Agreement (as such term is defined in the Recapitalization Agreement), including
any claim for attorneys' fees and costs, from the beginning of time to the date
of the Agreement; provided, however, that in the event that Releasors
indemnifies the Company or any Purchaser Indemnitee with respect to one or more
breaches of representations and warranties pursuant to the Recapitalization
Agreement in an aggregate amount greater than $6 million, Releasors do not
release and specifically reserve their right to sue the Releasees in the event
they or any of them knowingly caused such representations to be inaccurate, but
such right to sue will be limited to the recovery of amounts paid by Releasors
to the Company or the Purchaser Indemnitees in excess of $6 million with respect
to such breaches of representation and warranties in the Recapitalization
Agreement.

3. Releasors certify that they have read the terms of the Agreement
and the Release, that they understand the terms and effects, and that they have
signed the Agreement and the Release voluntarily and knowingly in exchange for
the consideration described in the Agreement, which consideration Releasors
acknowledge is in addition to anything to which Releasors already are entitled
and which they acknowledge as adequate and satisfactory to them.

4. This Release shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

5. Except as provided herein, each of the provisions of this Release
is intended to be severable. If any term or provision is held to be invalid,
void or unenforceable by a court of competent jurisdiction for any reason
whatsoever, such ruling shall not effect the remainder of this Release.

-9-
<PAGE>

6. Releasors, intending to be legally bound, have voluntarily
executed this Release with full understanding of the contents hereof and after
having had ample time to review and study the Agreement and this Release.

Signed and executed this ____ day of April, 1999.

___________________________
RAY G. ANTHONY

ANTHONY IRON AND METAL COMPANY

By_________________________

Its________________________

ANTHONY CRANE RENTAL, INC.

By_________________________

Its________________________

ANTHONY CRANE RENTAL OF TEXAS, INC.

By_________________________

Its________________________

ANTHONY CRANE RENTAL OF GEORGIA, INC.

By_________________________

Its________________________

ACR ACQUISITIONS, INC.

By_________________________

Its________________________

-10-
<PAGE>

EXHIBIT II

READ CAREFULLY AND CONSULT WITH YOUR
------------------------------------
ATTORNEY BEFORE SIGNING
-----------------------

RELEASE
-------

2. Releasors, intending to be legally bound and for and in
consideration of the benefits described in the Agreement, do for themselves,
their heirs, executors, administrators, representatives, successors and assigns
hereby remise, release and forever discharge Arthur Innamorato, David Mahokey
and their affiliates (the "Releasees"), from any and all actions and causes of
action, claims and demands, suits, damages including liquidated damages,
attorneys' fees, expenses, debts, dues, accounts, bonds, covenants, contracts,
agreements and compensation whatsoever and from any claims for retaliation, and
from any and all other claims of any nature whatsoever against the Releasees,
whether known or unknown or whether asserted or unasserted, arising with respect
to the transactions contemplated by the Recapitalization Agreement (as such term
is defined in the Recapitalization Agreement), including any claim for
attorneys' fees and costs, from the beginning of time to the date of the
Agreement; provided, however, that in the event that Releasors indemnifies the
Company or the Purchaser Indemnitees with respect to one or more breaches of
representations and warranties pursuant to the Recapitalization Agreement in an
aggregate amount greater than $6 million, Releasors do not release and
specifically reserve their right to sue a Releasee in the event such Releasee
knowingly caused such representations to be inaccurate, but such right to sue
will be limited to the recovery of amounts paid by Releasors to the Company or
the Purchaser Indemnitees in excess of $6 million with respect to such breaches
of representations and warranties in the Recapitalization Agreement. Releasors
specifically do not release David Mahokey with respect to any contribution
rights they may have against David Mahokey for his pro rata share of any
indemnification payments he is obligated to pay as a Current Owner pursuant to
the Recapitalization Agreement.

4. This Release shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

-11-
<PAGE>

* * * * *

-12-
<PAGE>

Signed and executed this ____ day of April, 1999.

___________________________
RAY G. ANTHONY

ANTHONY IRON AND METAL COMPANY

By_________________________

Its________________________

ANTHONY CRANE RENTAL, INC.

By_________________________

Its________________________

ANTHONY CRANE RENTAL OF TEXAS, INC.

By_________________________

Its________________________

ANTHONY CRANE RENTAL OF GEORGIA, INC.

By_________________________

Its________________________

ACR ACQUISITIONS, INC.

By_________________________

Its________________________

-13-
<PAGE>

EXHIBIT III

READ CAREFULLY AND CONSULT WITH YOUR
------------------------------------
ATTORNEY BEFORE SIGNING
-----------------------

RELEASE
-------

2. Releasors, intending to be legally bound and for and in
consideration of the benefits described in the Agreement, does for themselves,
their heirs, executors, administrators, successors and assigns hereby remise,
release and forever discharge the Company, Anthony Crane Rental Holdings, L.P.,
ACR Management, L.L.C., Bain/ACR, L.L.C., and their successors, predecessors,
subsidiaries, affiliates, directors, members of the board of managers, officers,
agents and employees, and all persons, corporations or other entities who might
be claimed to be jointly and severally liable with them (the "Releasees"), from
any and all actions and causes of action, claims and demands, suits, damages
including back pay, front pay, employee benefits, bonuses, liquidated damages,
attorneys' fees, expenses, debts, dues, accounts, bonds, covenants, contracts,
agreements and compensation whatsoever and from any claims for retaliation, and
from any and all other claims of any nature whatsoever against the Releasees,
whether known or unknown or whether asserted or unasserted, including but not
limited to claims under the Americans with Disabilities Act of 1990 (42 U.S.C.
Section 12101 et seq.), Title VII of the Civil Rights Act of 1964 (42 U.S.C.
------
Section 2000e et seq.), the Consolidated Omnibus Budget Reconciliation Act of
------
1985 (29 U.S.C. Section 1161 et seq.), and the Age Discrimination in Employment
------
Act (29 U.S.C. Section 626 et seq.), claims for breach of contract,
------
discrimination, wrongful discharge, tortious interference with contract,
intentional and negligent infliction of emotional distress, fraud, conspiracy
and any other statutory or common law theories, including any claim for
attorneys' fees and costs, from the beginning of time to the date of execution
of this Release, which they or anyone claiming by, through or under them in any
way might have or could claim against the Releasees; provided that, Releasors
specifically do not release and specifically reserve all of their contractual
rights with respect to the following:

(a) the Agreement;

(b) the Securityholders Agreement;

(d) the agreement of limited liability company of ACR Management,
L.L.C.; and

(e) the Registration Agreement.

-14-
<PAGE>

3. Releasors confirm that they have had at least twenty-one (21) day
to consider whether or not to sign this Release, it first having been presented
to Releasors on April 6, 1999. Releasors certify that they have read the terms
of the Agreement and the Release, that they understand the terms and effects,
and that they have signed the Agreement and the Release voluntarily and
knowingly in exchange for the consideration described in the Agreement, which
consideration Releasors acknowledge is in addition to anything to which
Releasors already are entitled and which they acknowledge as adequate and
satisfactory to them.

4. Releasors acknowledge that they understand they may revoke their
agreement to this release if they do so within 7 days of executing it and that
this release is not effective until that 7 day period has expired.

5. This Release shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

6. Except as provided herein, each of the provisions of this Release
is intended to be severable. If any term or provision is held to be invalid,
void or unenforceable by a court of competent jurisdiction for any reason
whatsoever, such ruling shall not effect the remainder of this Release.

7. Releasors, intending to be legally bound, have voluntarily
executed this Release with full understanding of the contents hereof and after
having had ample time to review and study the Agreement and this Release.

-15-
<PAGE>

Signed and executed this ____ day of April, 1999.

___________________________
RAY G. ANTHONY

ANTHONY IRON AND METAL COMPANY

By_________________________

Its________________________

ANTHONY CRANE RENTAL, INC.

By_________________________

Its________________________

ANTHONY CRANE RENTAL OF TEXAS, INC.

By_________________________

Its________________________

ANTHONY CRANE RENTAL OF GEORGIA, INC.

By_________________________

Its________________________

ACR ACQUISITIONS, INC.

By_________________________

Its________________________

-16-
<PAGE>

EXHIBIT IV

READ CAREFULLY AND CONSULT WITH YOUR
------------------------------------
ATTORNEY BEFORE SIGNING
-----------------------

RELEASE
-------

1. In full consideration of the execution of this Release by the
undersigned (the "Releasors"), Ray G. Anthony, Anthony Iron and Metal Company,
Anthony Crane Rental, Inc., Anthony Crane Rental of Texas, Inc., Anthony Crane
Rental of Georgia, Inc., ACR Acquisitions, Inc. and their affiliates
("Releasees") will provide the Releasors with the consideration and other rights
set forth in the resignation and amendment agreement (the "Agreement") dated
April 29, 1999 to which this Release is attached as Exhibit IV.

2. The Releasors, intending to be legally bound and for and in
consideration of the benefits described in the Agreement, do for themselves,
their heirs, executors, administrators, representatives, successors and assigns
hereby remise, release and forever discharge Releasees or other entities who
might be claimed to be jointly and severally liable with them (the "Releasees"),
from any and all actions and causes of action, claims and demands, suits,
damages including liquidated damages, attorneys' fees, expenses, debts, dues,
accounts, bonds, covenants, contracts, agreements and compensation whatsoever
and from any claims for retaliation, and from any and all other claims of any
nature whatsoever against the Releasees, whether known or unknown or whether
asserted or unasserted, arising with respect to the transactions contemplated by
the Recapitalization Agreement (as such term is defined in the Agreement), or in
any way related to their employment by or services rendered on behalf of any
entity in which Ray Anthony engaged an ownership interest or any employment by
or services rendered on behalf of Ray Anthony, including any claim for
attorneys' fees and costs, from the beginning of time to the date of the
Agreement.

3. The Releasors certify that they have read the terms of the
Agreement and the Release, that they understand the terms and effects, and that
they have signed the Agreement and the Release voluntarily and knowingly in
exchange for the consideration described in the Agreement, which consideration
the Releasors acknowledge is in addition to anything to which the Releasors
already are entitled and which they acknowledge as adequate and satisfactory to
them.

4. This Release shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

-17-
<PAGE>

6. The Releasors, intending to be legally bound, have voluntarily
executed this Release with full understanding of the contents hereof and after
having had ample time to review and study the Agreement and this Release.

Signed and executed this ____ day of April, 1999.

CLAYTON ANDREWS, L.L.P.

By________________________

Its_______________________

__________________________
DALE BUCKWALTER

-18-
<PAGE>

EXHIBIT V

READ CAREFULLY AND CONSULT WITH YOUR
------------------------------------
ATTORNEY BEFORE SIGNING
-----------------------

RELEASE
-------

1. In full consideration of the execution of this Release by the
undersigned (the "Releasors"), Ray G. Anthony, Anthony Iron and Metal Company,
Anthony Crane Rental, Inc., Anthony Crane Rental of Texas, Inc., Anthony Crane
of Georgia, Inc., ACR Acquisition, Inc. and their affiliates ("Releasees") will
provide the Releasors with the consideration and other rights set forth in the
resignation and amendment agreement (the "Agreement") dated April 29, 1999 to
which this Release is attached as Exhibit V.

2. The Releasors, intending to be legally bound and for and in
consideration of the benefits described in the Agreement, do for themselves,
their heirs, executors, administrators, representatives, successors and assigns
hereby remise, release and forever discharge Releasees or other entities who
might be claimed to be jointly and severally liable with them (the "Releasees"),
from any and all actions and causes of action, claims and demands, suits,
damages including liquidated damages, attorneys' fees, expenses, debts, dues,
accounts, bonds, covenants, contracts, agreements and compensation whatsoever
and from any claims for retaliation, and from any and all other claims of any
nature whatsoever against the Releasees, whether known or unknown or whether
asserted or unasserted, arising with respect to the transactions contemplated by
the Recapitalization Agreement (as such term is defined in the Agreement), or
in any way related to their employment by or services rendered on behalf of any
entity in which Ray Anthony engaged an ownership interest or any employment by
or services rendered on behalf of Ray Anthony, including any claim for
attorneys' fees and costs, from the beginning of time to the date of the
Agreement. In addition, David Mahokey does not release the Releasees with
respect to any contribution rights he may have against the Releasees for their
pro rata share of any indemnification payments they are obligated to pay as
Current Owners pursuant to the Recapitalization Agreement.

3. The Releasors certify that they have read the terms of the
Agreement and the Release, that they understand the terms and effects, and that
they have signed the Agreement and the Release voluntarily and knowingly in
exchange for the consideration described in the Agreement, which consideration
Releasees acknowledge is in addition to anything to which the Releasors already
are entitled and which they acknowledge as adequate and satisfactory to them.

4. This Release shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

-19-
<PAGE>

Signed and executed this ____ day of April, 1999.

__________________________
ARTHUR INNAMORATO

___________________________
DAVID MAHOKEY

-20-
<PAGE>

EXHIBIT VI

READ CAREFULLY AND CONSULT WITH YOUR
------------------------------------
ATTORNEY BEFORE SIGNING
-----------------------

RELEASE
-------

1. In full consideration of the execution of this Release by the
undersigned ("ACR"), Ray G. Anthony, Anthony Iron and Metal Company and their
affiliates ("Releasees") will provide ACR with the consideration and other
rights set forth in the resignation and amendment agreement (the "Agreement")
dated April 29, 1999 to which this Release is attached as Exhibit VI.

2. ACR, intending to be legally bound and for and in consideration of
the benefits described in the Agreement, does for himself his heirs, executors,
administrators, representatives, successors and assigns hereby remise, release
and forever discharge Ray G. Anthony, Anthony Iron and Metal Company and their
successors, predecessors, subsidiaries, affiliates, directors, officers, agents
and employees, and all persons, corporations or other entities who might be
claimed to be jointly and severally liable with them (the "Releasees"), from any
and all actions and causes of action, claims and demands, suits, damages
including back pay, front pay, employee benefits, bonuses, liquidated damages,
attorneys' fees, expenses, debts, dues, accounts, bonds, covenants, contracts,
agreements and compensation whatsoever and from any claims for retaliation, and
from any and all other claims of any nature whatsoever against the Releasees,
whether known or unknown or whether asserted or unasserted, including any claim
for attorneys' fees and costs, from the beginning of time to the date of
execution of this Release, which he or anyone claiming by, through or under him
in any way might have or could claim against the Releasees; provided that, ACR
specifically does not release and specifically reserves all of his rights with
respect to the following:

(a) the Agreement;

(b) the Recapitalization Agreement;

(d) the agreement of limited partnership of Anthony Crane Rental
Holdings, L.P.;

(e) the agreement of limited liability company of ACR Management,
L.L.C.;

(f) the Registration Agreement; and

(g) the Employment Agreement.

-21-
<PAGE>

3. ACR certifies that they have read the terms of the Agreement and
the Release, that they understand the terms and effects, and that they have
signed the Agreement and the Release voluntarily and knowingly in exchange for
the consideration described in the Agreement, which consideration ACR
acknowledges is in addition to anything to which ACR already is entitled and
which they acknowledge as adequate and satisfactory to them.

4. This Release shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

6. ACR, intending to be legally bound, have voluntarily executed this
Release with full understanding of the contents hereof and after having had
ample time to review and study the Agreement and this Release.

Signed and executed this ____ day of April, 1999.

ANTHONY CRANE RENTAL, L.P.

By__________________________

Its_________________________

ANTHONY CRANE RENTAL HOLDINGS, L.P.

By__________________________

Its_________________________

ACR MANAGEMENT, L.L.C.

By__________________________

Its_________________________

BAIN/ACR, L.L.C.

By__________________________

Its_________________________

-22-

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ANTHONY CRANE RENTAL HOLDINGS, L.P. AND
SUBSIDIARIES AS OF AND FOR THE PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 5,214
<SECURITIES> 0
<RECEIVABLES> 33,249
<ALLOWANCES> (1,795)
<INVENTORY> 0
<CURRENT-ASSETS> 41,038
<PP&E> 484,078
<DEPRECIATION> 117,928
<TOTAL-ASSETS> 430,354
<CURRENT-LIABILITIES> 26,189
<BONDS> 420,910
0
0
<COMMON> 0
<OTHER-SE> (18,851)
<TOTAL-LIABILITY-AND-EQUITY> 430,354
<SALES> 48,902
<TOTAL-REVENUES> 48,902
<CGS> 31,516
<TOTAL-COSTS> 31,516
<OTHER-EXPENSES> 9,616
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,705
<INCOME-PRETAX> (1,935)
<INCOME-TAX> 101
<INCOME-CONTINUING> (2,036)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,036)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>