Edgar Filing: GLOBAL POWER EQUIPMENT GROUP INC/

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GLOBAL POWER EQUIPMENT GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3443 73-1541378
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

6120 SOUTH YALE
SUITE 1480
TULSA, OKLAHOMA 74136
(918) 488-0828
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LARRY D. EDWARDS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GLOBAL POWER EQUIPMENT GROUP INC.
6120 SOUTH YALE
SUITE 1480
TULSA, OKLAHOMA 74136
(918) 488-0828
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:

MAUREEN S. BRUNDAGE, ESQ. KRIS F. HEINZELMAN, ESQ.
WHITE & CASE LLP CRAVATH, SWAINE & MOORE
1155 AVENUE OF THE AMERICAS WORLDWIDE PLAZA
NEW YORK, NEW YORK 10036-2787 825 EIGHTH AVENUE
(212) 819-8200 NEW YORK, NEW YORK 10019
(212) 474-1000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this Registration
Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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Common Stock.......................................... $125,000,000 $31,250.00
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED MARCH 9, 2001

SHARES
GLOBAL POWER EQUIPMENT GROUP INC.
Common Stock

$ per share

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This is our initial public offering and no public market currently exists
for our common stock. The initial public offering price is expected to be
between $ and $ per share. We will apply to list our common
stock on the New York Stock Exchange under the symbol "GEG."

We have granted the underwriters an option to purchase a maximum of
additional shares to cover over-allotments.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
6.

PER SHARE TOTAL
--------- --------

Price to public.................................... $ $
Underwriting discounts and commissions............. $ $
Proceeds to Global Power Equipment Group........... $ $

Delivery of the shares of common stock will be made on or about
, 2001.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY
------------------

DEUTSCHE BANC ALEX. BROWN
The date of this prospectus is , 2001.
3

[Inside front cover art on a fold-out page: Graphic of a combined-cycle power
plant with the labels "HRSG," "Exhaust Stack," "Exhaust Silencer," "Inlet
Ductwork," "Inlet Silencer," "Inlet Air Cooling Systems," "Filter House," "Inlet
Air Anti-Icing Systems," "Gas Turbine Enclosures," "Gas Turbines," "Exhaust
Ductwork," "Generator," "Exhaust Diffuser or Plenum" and "Diverter Damper"
positioned around the graphic and attached by bar lines to the parts of the
graphic that the labels describe. The graphic and labels will be encircled with
photographs of the following components and assemblies we manufacture:

- Exhaust Stack

- Filter House

- Diverter Damper, and

- HRSG.

Below each photograph will be the text above identifying the component or
assembly.]
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS
LEGAL TO SELL THESE SECURITIES. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN
THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS
PROSPECTUS.

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TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUMMARY.......................................... 1
RISK FACTORS................................................ 6
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS...... 12
USE OF PROCEEDS............................................. 13
DIVIDEND POLICY............................................. 13
DILUTION.................................................... 14
CAPITALIZATION.............................................. 15
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS................................................ 16
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA............. 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 23
BUSINESS.................................................... 30
MANAGEMENT.................................................. 37
PRINCIPAL STOCKHOLDERS...................................... 44
CERTAIN TRANSACTIONS........................................ 46
DESCRIPTION OF CAPITAL STOCK................................ 48
SHARES ELIGIBLE FOR FUTURE SALE............................. 51
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS FOR
NON-UNITED STATES HOLDERS OF COMMON STOCK................. 53
UNDERWRITING................................................ 56
NOTICE TO CANADIAN RESIDENTS................................ 59
LEGAL MATTERS............................................... 60
EXPERTS..................................................... 60
WHERE YOU CAN FIND ADDITIONAL INFORMATION................... 60
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.................. F-1

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UNTIL , 2001 (25 DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS AN UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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PROSPECTUS SUMMARY

This summary may not contain all of the information that may be important
to you. You should read the entire prospectus, including our consolidated
financial statements and related notes, before making an investment decision.

GLOBAL POWER EQUIPMENT GROUP INC.

We are a leading global designer, engineer and manufacturer of a
comprehensive portfolio of equipment for gas turbine power plants, with over 30
years of power generation industry experience. We believe that we offer one of
the broadest ranges of gas turbine power plant equipment in the world and hold
the number one or number two market position by sales in a majority of our
product lines. Our equipment is installed in power plants in more than 30
countries on six continents and we have one of the largest installed bases of
gas turbine power plant equipment in the world. In addition, we provide our
customers with value-added services including engineering, retrofit and upgrade,
and maintenance and repair.

According to the Energy Information Administration, or EIA, U.S. demand for
electricity has increased substantially since 1990, while generating capacity
has remained relatively flat. To correct this imbalance, the EIA estimates that
1,300 new power generation plants with approximately 390 gigawatts of electrical
generation capacity will be needed in the United States by 2020.
Internationally, the International Energy Agency, or IEA, estimates that
significant new capacity is necessary to keep pace with worldwide demand, which
is expanding at more than twice the rate of U.S. demand. Of the various power
generation alternatives, gas turbine technology is well-positioned to benefit
from the need for new and more efficient power generation infrastructure. Based
on IEA projections, approximately 90% of new U.S. generation capacity and
approximately 51% of new generation capacity outside the United States, net of
retirements, through 2020 will employ gas turbine technology.

We sell our products to the gas turbine power generation market, the
fastest growing segment of the power generation industry. Our products are
critical to the efficient operation of gas turbine power plants and are highly
engineered to meet customer-specific requirements. Our products include:

- heat recovery steam generators;

- filter houses;

- inlet systems;

- gas and steam turbine enclosures;

- exhaust systems;

- diverter dampers; and

- specialty boilers and related products.

We market and sell our products globally under the Deltak, Braden and
Consolidated Fabricators brand names through our worldwide sales network.

We believe that our design and engineering capabilities differentiate us
from our competitors. In addition, our network of exclusive subcontractors,
located throughout 30 countries, allows us to manufacture equipment for power
plant projects worldwide at competitive prices. Our subcontractors also enable
us to meet increasing demand without being restricted by manufacturing capacity
limitations, thus limiting our capital expenditure requirements. By providing
high-quality products on a timely basis and offering a broad range of equipment,
we have forged long-standing relationships with the leading power industry
participants, including General Electric, Mitsubishi Heavy Industries,
Siemens-Westinghouse, Bechtel and Duke Power.

Our revenues have grown from $142.7 million in fiscal year 1997 to $416.6
million in fiscal year 2000, representing a compound annual growth rate of
42.9%. To continue this growth and maximize shareholder value, we will continue
to pursue the following objectives:

- expand our leading market position in the high-growth U.S. market;

- leverage our presence in the emerging international power markets;
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- pursue strategic acquisitions which will increase our market share in
existing product lines, broaden our overall product offering and expand
our geographic reach; and

- leverage our design and engineering capabilities to expand our product
lines and to capture a larger share of our customers' total equipment
purchases.

BACKGROUND

On June 5, 1998, GEEG Holdings, L.L.C., acquired Jason Incorporated's power
generation division. GEEG Holdings, L.L.C. was recapitalized in August 2000 and
acquired Consolidated Fabricators, Inc. in October 2000.

Immediately prior to the completion of this offering, GEEG Holdings, L.L.C.
will complete a reorganization. As part of this reorganization, the holders of
common and preferred membership units of GEEG Holdings, L.L.C., will exchange
their units for shares of our common stock and GEEG Holdings, L.L.C. will merge
into us, Global Power Equipment Group, Inc. As a result, we will be the
successor to GEEG Holdings, L.L.C.

Unless this prospectus indicates otherwise or the context otherwise
requires, the terms "we," "our," "us" and "Global Power Equipment Group," as
used in this prospectus refer to (1) the power generation division of Jason
Incorporated for periods prior to June 5, 1998; (2) GEEG Holdings, L.L.C. and
its subsidiaries for the period from June 5, 1998 until completion of the
reorganization; and (3) Global Power Equipment Group Inc. and its subsidiaries
after the reorganization.

For additional information on the above transactions, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Our fiscal year ends on the last Saturday in December. As a result,
references in this prospectus to fiscal year 1998 refer to the fiscal year ended
December 26, 1998, references to fiscal year 1999 refers to the fiscal year
ended December 25, 1999 and references to fiscal year 2000 refers to the fiscal
year ended December 30, 2000. References in this prospectus to results of
operations for fiscal year 1998 refer to the combined results of (1) Jason
Incorporated's power generation division for the period from December 27, 1997
through June 4, 1998 and (2) GEEG Holdings, L.L.C. from June 5, 1998 through
December 26, 1998.

Our principal executive offices are located at 6120 South Yale, Suite 1480,
Tulsa, Oklahoma 74136. Our telephone number at that location is (918) 488-0828.

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THE OFFERING

Common stock offered.......... shares

Total common stock to be
outstanding after this
offering(1)................. shares

Use of proceeds............... The net proceeds of this offering will be used
to repay existing indebtedness and to pay
accrued and unpaid preferred dividends. See
"Use of Proceeds."

Proposed NYSE symbol.......... GEG
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(1) This amount excludes shares of common stock issuable upon exercise
of options outstanding as of , 2001.
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All trademarks and tradenames appearing in this prospectus are owned by
their respective holders.
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Unless otherwise stated, the information in this prospectus assumes:

- no exercise of the underwriters' option to purchase up to an additional
shares of common stock to cover over-allotments; and

- completion of the reorganization described in "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- The
Reorganization Transaction."
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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following table sets forth certain summary historical and pro forma
consolidated financial data for us and our predecessor for the periods and as of
the dates indicated. The financial data has been derived from our audited
consolidated financial statements and those of our predecessor, Jason
Incorporated's power generation division. The unaudited pro forma data gives
effect to the transactions described under "Unaudited Pro Forma Condensed
Consolidated Financial Statements." The historical and pro forma data should be
read together with the historical consolidated financial statements and related
notes and the unaudited pro forma condensed consolidated financial statements
and related notes included elsewhere in this prospectus.

PREDECESSOR
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DECEMBER 27,
1997 THROUGH JUNE 5 THROUGH PRO FORMA
JUNE 4, DECEMBER 26, FISCAL YEAR FISCAL YEAR AS ADJUSTED
1998 1998 1999 2000 FISCAL YEAR 2000
------------ -------------- ------------ ------------ -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENTS OF OPERATIONS DATA:
Revenues...................... $60,881 $98,363 $275,199 $416,591 $
Cost of sales................. 48,529 80,283 226,051 345,688
------- ------- -------- -------- --------
Gross profit................ 12,352 18,080 49,148 70,903
Selling and administrative
expenses.................... 8,787 10,825 23,166 27,045
Recapitalization charge(1).... -- -- -- 38,114
Amortization expense.......... 787 727 1,100 1,250
------- ------- -------- -------- --------
Operating income............ 2,778 6,528 24,882 4,494
Interest expense, net......... 439 2,966 3,410 12,175
------- ------- -------- -------- --------
Income (loss) before income
taxes and extraordinary
item..................... 2,339 3,562 21,472 (7,681)
Income tax provision
(benefit)................... 996 176 1,087 (433)
------- ------- -------- -------- --------
Income (loss) before
extraordinary item....... $ 1,343 $ 3,386 $ 20,385 $ (7,248) $
======= ======= ======== ======== ========
PER SHARE DATA:
Income (loss) before
extraordinary item per
share:
Basic....................... $
========
Diluted..................... $
========
Weighted average shares
outstanding:
Basic.......................
Diluted.....................
OTHER FINANCIAL DATA:
EBITDA, as adjusted(2)........ $ 8,379 $ 28,008 $ 46,919 $
Depreciation and
amortization................ 1,851 3,126 4,311
Capital expenditures.......... 1,065 2,375 2,187
Net cash provided by (used
in):
Operating activities........ 7,514 39,466 24,789
Investing activities........ (1,065) 1,393 (19,840)
Financing activities........ (213) (39,469) 10,246

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AS OF DECEMBER 30, 2000
-----------------------
PRO FORMA
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)

BALANCE SHEET DATA:
Working capital(3).......................................... $(39,540)
Property, plant and equipment, net.......................... 19,433
Total assets................................................ 245,693
Total debt.................................................. 219,094

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(1) In fiscal year 2000, we incurred a non-recurring recapitalization charge
associated with the cancellation of options outstanding as of the closing
date of the August 2000 recapitalization.

(2) EBITDA, as adjusted, represents income (loss) before extraordinary item,
interest, taxes, depreciation, amortization and recapitalization charge.
EBITDA, as adjusted, is presented because we believe that it is frequently
used by security analysts in the evaluation of companies. EBITDA, as
adjusted, should not be considered as an alternative to cash flow from
operating activities, as a measure of liquidity, as an alternative to net
income, as an indicator or operating performance, or as an alternative to
any other measure of performance in accordance with generally accepted
accounting principles. Our EBITDA, before adjusting for the recapitalization
charge, was $8.8 million for fiscal year 2000.

(3) Working capital represents current assets (excluding cash and cash
equivalents) less current liabilities (excluding current maturities of
long-term debt).

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RISK FACTORS

You should carefully consider the following risk factors and other
information appearing in this prospectus before buying our common stock.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

SUBSTANTIALLY ALL OF OUR REVENUES ARE FROM SALES OF EQUIPMENT FOR GAS TURBINE
POWER PLANTS. IF CONSTRUCTION OF NEW GAS TURBINE POWER PLANTS WERE TO DECLINE,
THE MARKET FOR OUR PRODUCTS WOULD BE SIGNIFICANTLY DIMINISHED.

The demand for our products and services depends on the continued
construction of gas turbine power generation plants. In fiscal year 2000,
approximately 91% of our revenues were from sales of equipment and provision of
services for gas turbine power plants. The power generation equipment industry
has experienced cyclical periods of slow growth or decline. In periods of
decreased demand for new gas turbine power plants, our customers may be more
likely to decrease expenditures on the types of products and systems that we
supply and, as a result, our sales may decrease. In addition, the gas turbine
power industry depends on natural gas. A rise in the price or shortage of
natural gas could reduce the profitability of gas turbine power plants, which
could adversely affect our sales.

Environmental laws and regulations have played a part in the increased use
of gas turbine technology in various jurisdictions. We cannot guarantee that
these laws and regulations will not change or that other jurisdictions will
adopt similar laws and regulations. Changes in existing laws and regulations
could result in a reduction in the building and refurbishment of gas turbine
power plants. In addition, stricter environmental regulation could result in our
customers seeking new ways of generating electricity that do not require the use
of our products. Furthermore, although gas turbine power plants have lower
emissions than coal-fired power plants, emissions from gas turbine power plants
remain a concern and attempts to reduce or regulate emissions could increase the
cost of gas turbine power plants and result in our customers' switching to
alternative sources of power.

Other current power technologies, improvements to these technologies and
new alternative power technologies that compete or may compete in the future
with gas turbine power plants could affect our sales and profitability.
Furthermore, in fiscal year 2000, approximately 53% of our revenues were from
sales of heat recovery equipment used in combined-cycle power plants. Any change
in the power generation industry which results in a decline in the construction
of new combined-cycle power plants or a decline in the upgrading of existing
simple-cycle power plants to combined-cycle ones could materially adversely
affect our sales.

Because some of our contracts stipulate that customer progress payments be
made in advance of work performed, increases in overall sales volume typically
allow us to finance our business through these payments. Conversely, a prolonged
decline in our revenues could impair this ability.

A SMALL NUMBER OF MAJOR CUSTOMERS ACCOUNT FOR A SIGNIFICANT PORTION OF OUR
REVENUES, AND THE LOSS OF ANY OF THESE CUSTOMERS COULD HARM US.

We depend on a relatively small number of customers for a significant
portion of our revenues. In fiscal year 1998, one customer represented more than
10% of our revenues. In fiscal year 1999, three customers each represented more
than 10% of our revenues. In fiscal year 2000, two customers each represented
more than 10% of our revenues. Of these two customers, one represented
approximately 31% of our revenues and approximately 25% of our backlog at the
end of the year, while the other represented approximately 22% of our revenues
and approximately 14% of our backlog at the end of the year. In addition, our
five largest customers accounted for approximately 75% of our revenues in fiscal
year 2000 and approximately 66% of our backlog at the end of the year. We expect
to continue to depend upon a relatively small number of customers for a
significant percentage of our revenues. Because our major customers represent a
large part of our business, the loss of any of our major customers could
negatively impact our business.

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WE QUOTE FIXED PRICES TO OUR CUSTOMERS AND BEAR THE RISK OF COST OVERRUNS CAUSED
BY ESTIMATES THAT DIFFER FROM ACTUAL COSTS INCURRED OR MANUFACTURING DELAYS
DURING THE COURSE OF A CONTRACT.

We enter into all of our contracts on a fixed-price basis. As a result, we
benefit from cost savings, but have limited ability to recover for any cost
overruns. The costs that we incur in connection with each contract can vary,
sometimes substantially, from our original projections. Because of the large
scale and long duration of our contracts, unanticipated changes may occur, such
as customer budget decisions, design changes, delays in receiving permits and
cost increases, that may delay delivery of our products. In addition, under our
contracts, we often are subject to liquidated damages for late delivery.

Unanticipated cost increases or delays may occur as a result of several
factors, including:

- increases in the cost, or shortages, of components, materials or labor;

- unanticipated technical problems;

- required project modifications not initiated by the customer; and

- suppliers' or subcontractors' failure to perform.

If cost overruns that we cannot pass on to our customers were to occur or
we were to be responsible for payment of liquidated damages under our contracts,
our operating results and financial condition could be adversely affected.

COMPETITION COULD RESULT IN DECREASED SALES OR DECREASED PRICES FOR OUR PRODUCTS
AND SERVICES.

Our products face and will continue to face significant competition.
Competition could result in a reduction in the demand for, or the prices that we
can charge for, our products and services. Our success is dependent in large
part on our ability to:

- anticipate or respond quickly to our customers' needs and enhance and
upgrade our existing products and services to meet those needs;

- continue to price our products and services competitively and find low
cost subcontractors that can produce quality products; and

- develop new products and systems that are accepted by our customers and
differentiated from our competitors' offerings.

Our competitors may:

- develop more desirable, efficient, environmentally friendly or less
expensive products;

- be willing to accept lower prices to protect strategic marketing
positions or increase market share;

- be better able to take advantage of acquisition opportunities; or

- adapt more quickly to changes in customer requirements.

WE RELY ON SUBCONTRACTORS TO MANUFACTURE A SUBSTANTIAL PORTION OF OUR PRODUCTS
AND WE MAY BE UNABLE TO CONTROL THE QUALITY OR TIMELY PRODUCTION OF THOSE
PRODUCTS, WHICH COULD ADVERSELY AFFECT OUR REPUTATION AND CAUSE US TO LOSE
CUSTOMERS. WE ALSO MAY BE UNABLE TO RECOVER ANY ADVANCE PROGRESS PAYMENTS MADE
TO SUBCONTRACTORS.

We rely on subcontractors to manufacture and assemble a substantial portion
of our products. In fiscal year 2000, we estimate that subcontractors accounted
for approximately 70% of our manufacturing costs. Although we have on-site
supervision of our subcontractors to review and monitor their quality control
systems, the quality and timing of their production is not totally under our
control. We cannot assure you that our subcontractors will meet the level of
quality control and the delivery schedules required by our customers. The
failure of our subcontractors to produce quality products in a timely manner
could

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adversely affect our reputation and result in the cancellation of orders for our
products and the loss of customers.

Furthermore, we make advance progress payments to subcontractors in
anticipation of their completion of our orders. In the event a subcontractor
fails to complete an order, we may be unable to recover those advances.

THE DOLLAR AMOUNT OF OUR BACKLOG, AS STATED AT ANY GIVEN TIME, IS NOT
NECESSARILY INDICATIVE OF OUR FUTURE REVENUES.

Customers may cancel or delay projects for reasons beyond our control. To
the extent we were unable to replace any canceled orders with new orders, our
revenues would be adversely affected. To the extent projects were delayed, the
timing of our revenues could be affected. If a customer cancels an order, we may
be reimbursed for incurred costs. Typically, however, we have no contractual
right to the full amount of the revenues that we would have received if the
order had not been canceled, which potential revenues are reflected in our
backlog. In addition, projects may remain in our backlog for extended periods of
time. Revenue recognition occurs over long periods of time and is subject to
unanticipated delays. Fluctuations in our quarterly backlog levels also result
from the fact that we may receive a small number of relatively large orders in
any given quarter that may be included in our backlog. Because of these large
orders, our backlog in that quarter may reach levels that may not be sustained
in subsequent quarters. Our backlog, therefore, is not necessarily indicative of
our future revenues.

OUR QUARTERLY FINANCIAL PERFORMANCE MAY VARY BECAUSE OF THE LENGTH, SIZE AND
TIMING OF ORDERS FOR OUR PRODUCTS AND THE NATURE OF OUR OPERATING COSTS.

Our quarterly revenues and earnings have varied in the past and are likely
to vary in the future. Our contracts stipulate customer-specific delivery terms
which, coupled with other factors beyond our control that may occur at any time
over a contract cycle of up to a year or more, may result in uneven realization
of revenues and earnings over time. Due to our large average contract size, our
sales volume during any given period may be concentrated in relatively few
orders, intensifying the magnitude of these irregularities. Consequently our
quarterly performance may not be indicative of our success in achieving
year-over-year growth objectives. Furthermore, some of our operating costs are
fixed. As a result, we may have limited ability to reduce our operating costs in
response to unanticipated decreases in our revenues or the demand for our
products in any given quarter. Therefore, our operating results in any quarter
may not be indicative of our future performance, and it may be difficult for you
to evaluate our prospects. In addition, because we must make significant
estimates related to potential charges when we recognize revenue on a percentage
completion basis, we may have difficulty accurately estimating revenues and
profits from quarter to quarter.

WE INCUR COSTS TO COMPLY WITH ENVIRONMENTAL LAWS AND REGULATIONS AND OUR ONGOING
OPERATIONS MAY EXPOSE US TO ENVIRONMENTAL LIABILITIES.

Our operations are subject to laws and regulations governing the discharge
of materials into the environment or otherwise relating to the protection of the
environment or human health. These laws include U.S. federal statutes such as
the Resource Conservation and Recovery Act of 1976, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 or CERCLA, the
Clean Water Act and the Clean Air Act, and the regulations implementing them, as
well as similar laws and regulations at the state and local levels and in other
countries in which we operate.

If we fail to comply with environmental laws or regulations, we may be
subject to significant liabilities for fines, penalties or damages, or lose or
be denied significant operating permits. In addition, some environmental laws,
including CERCLA, impose liability for the costs of investigating and
remediating releases of hazardous substances without regard to fault and on a
joint and several basis, so that in some circumstances we may be liable for
costs attributable to hazardous substances released into the

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environment by others. Moreover, the environmental laws and regulations to which
we are subject are constantly changing, and we cannot predict the effect of
these changes on us.

A MALFUNCTION IN OUR PRODUCTS COULD RESULT IN UNANTICIPATED WARRANTY COSTS OR
PRODUCT LIABILITY NOT COVERED BY OUR INSURANCE.

We provide warranties for terms of two years or less on our products. These
warranties require us to repair or replace faulty products. Warranty claims
could result in significant unanticipated costs. The need to repair or replace
products with design or manufacturing defects could also temporarily delay the
sale of new products and adversely affect our reputation.

In addition, we may be subject to product liability claims involving claims
of personal injury or property damage. Because our products are used primarily
in power plants, claims could arise in different contexts, including the
following:

- fires, explosions and power surges that can result in significant
property damage or personal injury; and

- equipment failure that can result in damage to other equipment in the
power plant.

If a very large product liability claim were sustained, our insurance
coverage might not be adequate to cover our defense costs and the amount
awarded. A claim or judgment against us could result in an adverse effect on our
business, financial condition or results of operations. Additionally, a
well-publicized actual or perceived problem could adversely affect our
reputation and reduce demand for our products.

WE USE PROPRIETARY DESIGN SOFTWARE PROGRAMS IN OUR BUSINESS. IF WE ARE UNABLE TO
PROTECT THESE PROGRAMS, OUR BUSINESS MAY BE ADVERSELY AFFECTED.

We have developed several proprietary software programs to help us design
our products. Our ability to protect our proprietary rights to these programs is
important to our success. We protect these rights through the use of internal
controls and confidentiality and non-disclosure agreements and other legal
protections. We cannot guarantee that the legal protections afforded to our
proprietary rights, or the precautions taken by our company will be adequate to
prevent misappropriation of our proprietary rights. We generally enter into
non-disclosure and confidentiality agreements with our employees and
subcontractors with access to sensitive design software and technology. However,
these contractual protections do not prevent independent third-parties from
developing functionally equivalent or superior technologies, programs, products
or professional services. Any infringement or misappropriation of our
proprietary rights could have a material adverse effect on our business,
financial condition and results of operations. If we were required to commence
legal actions to enforce our intellectual property or proprietary rights or to
defend ourselves against claims that we are infringing on the intellectual
property or proprietary rights of others, we could incur substantial costs and
divert management's attention from operations.

THE LOSS OF THE SERVICES OF OUR KEY EXECUTIVE OFFICERS COULD HAVE A NEGATIVE
EFFECT ON OUR BUSINESS.

Our success depends to a significant extent on the continued services of
Larry Edwards, our president and chief executive officer, and Gary Obermiller
and Gene Schockemoehl, two of our senior executives. Our failure to retain the
services of Messrs. Edwards, Obermiller or Schockemoehl, or attract highly
qualified management in the future, could have a material adverse effect on our
business, financial condition and results of operations. Although we have
employment agreements containing non-competition clauses with Messrs. Edwards,
Obermiller and Schockemoehl, courts are sometimes reluctant to enforce these
agreements. In addition, although we carry key man life insurance for Messrs.
Edwards, Obermiller and Schockemoehl, the loss of their services could disrupt
our operations and harm our business.

9
14

OUR INABILITY TO OBTAIN EMPLOYEES WHO FILL KEY REQUIREMENTS OF OUR BUSINESS MAY
MAKE IT DIFFICULT TO EXPAND OUR BUSINESS.

We must attract and retain highly qualified experienced mechanical, design,
structural and software engineers, service technicians, marketing and sales
personnel and other key personnel to expand our operations. If we are unable to
attract and retain necessary personnel, our revenues may be adversely affected.

NUMEROUS FACTORS OUTSIDE OF OUR CONTROL COULD ADVERSELY AFFECT OUR INTERNATIONAL
BUSINESS.

Our business outside the United States is subject to risks from:

- labor unrest;

- regional economic uncertainty;

- political instability;

- restrictions on the transfer of funds into or out of a country;

- currency exchange rate fluctuations;

- export duties and quotas;

- expropriations;

- domestic and foreign customs and tariffs;

- current and changing regulatory environments; and

- potentially adverse tax consequences.

These factors may result in a decline in revenues or profitability and
could adversely affect our ability to expand our business outside the United
States.

RISKS RELATED TO OUR COMMON STOCK

HARVEST PARTNERS, INC. AND ITS AFFILIATES WILL CONTINUE TO HAVE SIGNIFICANT
INFLUENCE OVER OUR BUSINESS AFTER THIS OFFERING.

Upon completion of this offering, affiliates of Harvest Partners, Inc. will
hold in the aggregate approximately % of our outstanding common stock. If
the underwriters' over-allotment is exercised in full, these affiliates will
hold approximately % of our outstanding common stock. In addition, two of
the directors that will serve on our board following this offering are
representatives of Harvest Partners, Inc. After this offering, Harvest Partners,
Inc. and its affiliates will continue to have a significant influence over all
matters submitted to our stockholders, including the election of our directors,
and will continue to exercise significant influence over our business, policies
and affairs. Such concentration of voting power could have the effect of
delaying, deterring or preventing a change of control of our company or other
business combination that might otherwise be beneficial to stockholders.

WE WILL HAVE PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND BY-LAWS THAT MAY
IMPEDE A CHANGE IN OUR CONTROL.

We will have authorized but unissued shares of preferred stock which may be
issued by the board of directors with rights, preferences and designations as
the board may determine without any vote of the stockholders. We will also have
a classified board of directors. Furthermore, our by-laws will (1) eliminate the
ability of stockholders to act by written consent; (2) require that special
meetings of stockholders may only be called by holders of more than 35% of our
common stock; and (3) set forth advance notice requirements that stockholders
must meet before submitting proposals to be considered at stockholder meetings.
These measures may have the effect of delaying, deterring or preventing a change
in our control.

10
15

In addition, "anti-takeover" provisions of the Delaware General Corporation Law
may restrict the ability of our stockholders to authorize a merger, business
combination or change of control.

YOU WILL PAY A PRICE FOR SHARES OF COMMON STOCK THAT WAS NOT ESTABLISHED IN A
COMPETITIVE MARKET AND THE PRICE THAT PREVAILS IN THE MARKET MAY BE LOWER.

Before this offering, there has been no public market for our common stock.
We will apply to list our common stock for trading on the New York Stock
Exchange. After this offering, an active trading market for our common stock
might not develop or continue, which could negatively affect the market price of
our common stock.

The market price of our common stock may decline below the initial public
offering price. The initial public offering price for our common stock will be
determined by negotiations between us and the representatives of the
underwriters and may not be indicative of prices that will prevail in the
trading market. Furthermore, a prolonged decline in the market price of our
common stock could adversely affect our efforts to retain qualified employees if
the prevailing market price of our common stock remains below the exercise price
of employee stock options.

In addition, the market price for our common stock may be subject to wide
fluctuations as a result of a variety of factors, including factors beyond our
control. Because of this volatility, it is likely we will fail to meet the
expectations of our stockholders at some time in the future, resulting in a
decline in our stock price.

FUTURE SALES BY EXISTING STOCKHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK.

Immediately after this offering there will be a total of shares of
common stock outstanding. The shares of common stock held by substantially all
of our existing stockholders are subject to "lock-up" agreements that prohibit
them from selling their shares in the public market for 180 days after the date
of this prospectus. When the 180-day "lock-up" period expires or if Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc. consent, in their
sole discretion, to an earlier sale, our existing stockholders will be able to
sell their shares in the public market, subject to some legal restrictions. If
our existing stockholders were to sell a large number of shares, the market
price of shares of our common stock could decline dramatically. Moreover, the
perception in the public market that these stockholders might sell shares of
common stock could depress the market price of the common stock. Furthermore,
some of our existing stockholders have the right to require us to register their
shares in future offerings, which may facilitate their sales of shares in the
public market.

IF OUTSTANDING OR FUTURE OPTIONS ARE EXERCISED, OR IF WE ISSUE ADDITIONAL COMMON
STOCK AT PRICES LOWER THAN THE INITIAL OFFERING PRICE, YOU WILL EXPERIENCE
DILUTION IN THE NET TANGIBLE BOOK VALUE OF YOUR COMMON STOCK.

As a purchaser of our common stock in this offering, you will incur
immediate and substantial dilution in the net tangible book value per ordinary
share of $ from the price you pay for our common stock based on an assumed
initial public offering price of $ per share (the midpoint of the range set
forth on the cover of this prospectus). Additionally, your ownership interest
will be further diluted if outstanding or future options to purchase our common
stock are exercised, or if we issue additional common stock at prices lower than
the initial offering price in connection with acquisitions or for other
purposes.

11
16

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements." These
forward-looking statements include, in particular, the statements about our
plans, strategies, and prospects under the headings "Prospectus Summary,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Business." Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are
reasonable, we may not achieve our plans, intentions or expectations.

Important factors that could cause actual results to differ materially from
the forward-looking statements we make in this prospectus are set forth in "Risk
Factors" and elsewhere in this prospectus. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements in "Risk Factors." These
forward-looking statements involve risks and uncertainties, and the cautionary
statements identify important factors that could cause actual results to differ
materially from those predicted in any forward-looking statements.

12
17

USE OF PROCEEDS

We expect that the net proceeds from the sale of our common stock in this
offering will be approximately $ , or $ if the underwriters'
overallotment option is exercised in full, in each case after deducting
underwriting discounts and commissions and estimated offering expenses payable
by us. These amounts assume the sale of all of our common stock offered by this
prospectus at an initial offering price of $ per share (the midpoint of
the range set forth on the cover of this prospectus).

We intend to use the net proceeds of this offering as follows:

- $ million to repay a portion of our senior term loans;

- $ million to repay a portion of our senior subordinated loan and
to pay related prepayment premiums; and

- $ million to pay accrued and unpaid dividends on preferred units
of GEEG Holdings, L.L.C.

Our outstanding senior term loans bear interest at rates currently ranging
from 9.89% to 10.64% per annum and consist of (1) a $30.0 million term A loan
maturing in July 2006; (2) a $110.0 million term B loan maturing in July 2008;
and (3) a $15.0 million term C loan maturing in July 2006. Our senior
subordinated loan has an outstanding principal amount of $67.5 million, matures
in August 2010 and bears interest at the rate of 13.5% per annum. The amounts
borrowed under the term A loan, the term B loan and the senior subordinated loan
financed a portion of the August 2000 recapitalization. We used the term C loan
to partially fund the acquisition of CFI Holdings, Inc. in October 2000.

We intend to refinance any remaining balances on our senior term loans
after the application of the net proceeds of this offering using the proceeds of
a new loan under an amended and restated senior credit facility.

DIVIDEND POLICY

We intend to retain future earnings for use in our business and do not
anticipate declaring or paying any dividends on shares of our common stock in
the foreseeable future. In addition, any determination to declare and pay
dividends will be made by our board of directors in light of our earnings,
financial position, capital requirements, contractual restrictions of any future
financing instruments and any other factors as the board of directors deems
relevant. Our senior subordinated loan restricts and we anticipate that our
amended and restated senior credit facility will restrict our ability to pay
dividends. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" for a discussion of
restrictions on our ability to pay dividends.

13
18

DILUTION

Purchasers of the common stock offered by this prospectus will suffer an
immediate and substantial dilution in net tangible book value per share.
Dilution is the amount by which the initial public offering price paid by the
purchasers of the shares of common stock in this offering will exceed the pro
forma net tangible book value per share of common stock after this offering. The
pro forma net tangible book value per share of common stock is determined by
subtracting total liabilities from the total book value of the tangible assets
and dividing the difference by the number of shares of common stock deemed to be
outstanding on the date the book value is determined after giving effect to the
reorganization transaction as described under "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- The Reorganization
Transaction." As of December 30, 2000, our pro forma net tangible book value
would have been $ million, or $ per share, based upon an assumed initial
public offering price of $ per share (the mid-point of the range set forth
on the cover of this prospectus). Assuming the sale of shares at
an assumed initial public offering price of $ per share and deducting
underwriters' discounts and commissions and estimated offering expenses, our pro
forma tangible book value as of December 30, 2000 would have been $ million,
or $ per share. This represents an immediate increase in pro forma net
tangible book value to existing stockholders prior to the closing of this
offering of $ per share and an immediate dilution to new investors of $
per share. The following table illustrates this per share dilution:

PER
SHARE
------

Assumed initial public offering price....................... $
Pro forma net tangible book value before this $
offering..............................................
Increase in net tangible book value per share
attributable to this offering.........................
------
Pro forma net tangible book value after this offering.......
------
Dilution per share to new investors......................... $
======

The following table summarizes, on a pro forma basis as of December 30,
2000, the number of shares of common stock purchased from us, the estimated
value of the total consideration paid for or attributed to this common stock,
and the average price per share paid by or attributable to existing stockholders
and the new investors purchasing shares in this offering at an assumed initial
offering price of $ per share.

SHARES OF COMMON TOTAL CASH
STOCK HELD CONSIDERATION AVERAGE
----------------- ------------------ PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------ ------- ------- ------- ---------

Existing stockholders immediately
prior to this offering............. % $ % $
New investors........................ $
------ ----- ------- -----
Total...................... % $ %
====== ===== ======= =====

As of , 2001, there were outstanding options to purchase an
additional 103,889.3 common units of GEEG Holdings, L.L.C. We will assume these
options as part of the reorganization transaction, which will result in there
being outstanding as of the closing date for this offering options to purchase
shares of our common stock at exercise prices of $ to
$ . To the extent these options are exercised, new investors will
experience further dilution.

14
19

CAPITALIZATION

The following table sets forth our cash and cash equivalents and
capitalization as of December 30, 2000 on:

- an actual basis;

- a pro forma basis giving effect to our planned reorganization; and

- a pro forma as adjusted basis to reflect(1) this offering and our use of
the net proceeds at an assumed initial public offering price of $
per share (the midpoint of the range set forth on the cover of this
prospectus), and(2) the refinancing of our senior term loans.

The table should be read together with "Use of Proceeds," the audited historical
consolidated financial statements and the related notes which are included
elsewhere in this prospectus, "Unaudited Pro Forma Condensed Consolidated
Financial Statements" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

AT DECEMBER 30, 2000
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
--------- -------------- -----------
(IN THOUSANDS)

Cash and cash equivalents.............................. $ 26,308 $ 26,308 $
========= ========= ========
Long-term debt, including current maturities:
Senior term loans.................................... $ 154,163 $ 154,163 $
Senior subordinated loan, net of discount............ 59,286 59,286
Other................................................ 5,645 5,645
--------- --------- --------
Total long-term debt, including current
maturities................................. 219,094 219,094
--------- --------- --------
Members' deficit....................................... (157,570)
--------- --------- --------
Stockholders' equity
Common stock......................................... --
Additional paid-in capital (deficit)................. --
Retained earnings.................................... --
--------- --------- --------
Total stockholders' equity (deficit)......... --
--------- --------- --------
Total capitalization..... $ 61,524 $ $
========= ========= ========

15
20

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial
statements are based on the historical financial statements of GEEG Holdings,
L.L.C. included elsewhere in this prospectus, adjusted to give effect to the
following transactions, which we refer to as the "Transactions":

- the August 2000 recapitalization;

- the acquisition of CFI Holdings, Inc. in October 2000;

- the reorganization in connection with this offering;

- the refinancing of our senior term loans under our amended and restated
senior credit facility; and

- consummation of this offering and the use of the net proceeds as
described under "Use of Proceeds."

The unaudited pro forma consolidated statement of income (loss) gives
effect to the Transactions as if they had occurred as of December 26, 1999, and
the unaudited pro forma condensed consolidated balance sheet gives effect to the
Transactions (other than the acquisition of CFI Holdings, Inc. and the August
2000 recapitalization) as if they had occurred as of December 30, 2000. The
Transactions are described under "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview," "-- The
Reorganization Transaction" and "-- Liquidity and Capital Resources" and the
related adjustments are described in the notes below. The pro forma adjustments
are based upon available information and assumptions that we believe are
reasonable. The pro forma condensed consolidated financial statements do not
purport to represent what our results of operations or financial condition would
actually have been had the Transactions in fact occurred on the dates provided
above or to project our results of operations or financial condition for any
subsequent period or at any subsequent date. The pro forma condensed
consolidated financial statements should be read in conjunction with our audited
historical consolidated financial statements and related notes included
elsewhere in this prospectus.

The acquisition of CFI Holdings, Inc. has been accounted for using the
purchase method of accounting. The total purchase price of the acquisition has
been allocated to our tangible and intangible assets and liabilities based upon
their respective fair values. The allocation of the aggregate purchase price
included in the pro forma condensed consolidated financial statements is
preliminary as we believe further refinement is impractical to perform at this
time. However, we do not expect the final allocation of the purchase price to
materially differ from the preliminary allocation set forth below.

The unaudited pro forma consolidated statement of income (loss) does not
include an extraordinary loss of approximately $ ($
of non-cash charges less the associated income tax benefit of $ )
resulting from the write-off of deferred financing costs and debt discount, as
well as prepayment premiums relating to the repayment of long-term debt. This
amount will be charged to earnings in the quarter in which the long-term debt is
repaid.

The unaudited pro forma consolidated statement of income (loss) also does
not give effect to an $84.0 million increase in net income (loss) before
extraordinary item that will result from our change from a limited liability
company, a non-taxable entity, to a C-corporation, a taxable entity.

16
21

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)

FISCAL YEAR 2000
-----------------------------------------------------------------------------------------------------
CFI REORGANIZATION/
CFI ACQUISITION RECAPITALIZATION OFFERING PRO FORMA
ACTUAL HISTORICAL(2) ADJUSTMENTS ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
-------- ------------- ----------- ---------------- --------- ----------- ---------------
(IN THOUSANDS, EXCEPT PER COMMON UNIT/SHARE DATA)

Revenues................ $416,591 $31,252 $ -- $ -- $447,843
Cost of sales........... 345,688 22,354 493(3) -- 368,535
-------- ------- ------- -------- -------- -------- --------
Gross profit.......... 70,903 8,898 (493) -- 79,308
Selling and
administrative
expenses.............. 27,045 3,188 -- -- 30,233
Recapitalization
charge................ 38,114 -- -- (38,114)(5) --
Amortization expense.... 1,250 30 465(3) -- 1,745
-------- ------- ------- -------- -------- -------- --------
Operating income...... 4,494 5,680 (958) 38,114 47,330
Interest expense, net... 12,175 398 1,543(4) 12,077(6) 26,193 (10)
-------- ------- ------- -------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary
item................ (7,681) 5,282 (2,501) 26,037 21,137

Income tax provision
(benefit)............. (433) 2,029 (961) 10,180(7) 8,245 (11)
(2,570)(8)
-------- ------- ------- -------- -------- -------- --------
Income (loss) before
extraordinary
item.................. $ (7,248) $ 3,253 $(1,540) $ 18,427 $ 12,892
======== ======= ======= ======== ======== ======== ========
Income (loss) before
extraordinary item per
common unit/share
Basic................. $ (0.77)(1) (9) (12)
Diluted............... $ (0.77)(1) (9) (12)
Weighted average common
units/shares
outstanding
Basic................. 13,814 (9) (12)
======== ======== ========
Diluted............... 13,814 (9) (12)
======== ======== ========

---------------
See "Notes to Unaudited Pro Forma Consolidated Statement of Income (Loss)" on
the following page.

17
22

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)

(1) Calculated by dividing net income (loss) before extraordinary item after
adjusting for preferred dividends by the weighted-average number of common
units outstanding during the period. Preferred dividends were $3.4 million
in fiscal year 2000.

(2) Represents the actual results of operations of CFI Holdings, Inc. from
December 26, 1999, the first day of fiscal 2000, through October 31, 2000,
the date of acquisition.

(3) Reflects purchase accounting adjustments associated with the CFI
acquisition and the resulting additional depreciation and amortization
expense.

(4) Reflects the incremental interest expense resulting from $15.0 million of
borrowings incurred at an interest rate of 9.74%, and a $5.5 million note
issued at an interest rate of 10.0%, to finance the CFI acquisition and the
retirement of $2.7 million of existing debt of CFI Holdings, Inc. at an
assumed interest rate of approximately 9%.

(5) Eliminates the non-recurring recapitalization charge associated with the
cancellation of options in connection with the August 2000
recapitalization.

(6) Reflects the incremental interest expense resulting from $207.5 million of
borrowings at an assumed weighted-average interest rate of 11.36% to
finance the August 2000 recapitalization and the retirement of
$15.0 million of existing debt at an interest rate of 13%.

(7) Reflects the income tax effect of the August 2000 recapitalization
adjustments at an assumed effective income tax rate of 39%.

(8) Reflects the income tax provision for fiscal year 2000 actual results of
operations as if we were a C-corporation.

(9) Reflects the exchange of the common and preferred units for shares of
common stock in the reorganization.

(10) Reflects interest expense adjustments as follows:

Interest expense on the new $ million senior term loan
incurred in the refinancing at an assumed weighted average
interest rate of %................................... $
Amortization of deferred financing costs related to the new
senior term loan..........................................
Historical interest expense on debt repaid as a part of this
offering and the refinancing, including amortization of
related deferred financing costs..........................
----------
Total....................................................... $
==========

(11) Reflects the income tax effect of the offering adjustments at an assumed
effective income tax rate of %.

(12) Reflects the new shares of common stock issued in this offering.

18
23

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AT DECEMBER 30, 2000
------------------------------------------------------------------------
REORGANIZATION OFFERING PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
---------- -------------- --------- ----------- -----------
(IN THOUSANDS)

Current assets
Cash and cash equivalents....... $ 26,308 $ -- $ 26,308 (3)
Accounts receivable, net........ 67,798 -- 67,798
Inventories..................... 9,738 -- 9,738
Costs and estimated earnings in
excess of billings............ 65,260 -- 65,260
Other current assets............ 1,833 11,000(1) 12,833
--------- --------- -------- -------- --------
Total current assets..... 170,937 11,000 181,937
Property, plant and equipment,
net............................. 19,433 -- 19,433
Goodwill.......................... 45,879 -- 45,879
Other assets...................... 9,444 73,000(1) 82,444 (4)
--------- --------- -------- -------- --------
Total assets............. $ 245,693 $ 84,000 $329,693
========= ========= ======== ======== ========
Current liabilities
Current maturities of long-term
debt.......................... $ 3,963 $ -- $ 3,963 (5)
Accounts payable................ 38,055 -- 38,055
Accrued expenses................ 18,002 -- 18,002
Billings in excess of costs and
estimated earnings............ 119,110 -- 119,110
Other current liabilities....... 9,002 -- 9,002
--------- --------- -------- -------- --------
Total current
liabilities............ 188,132 -- 188,132
Long-term debt, net of current
maturities...................... 215,131 -- 215,131 (5)
Members' equity (deficit)......... (157,570) 157,570(2) --
Stockholders' equity (deficit).... -- 84,000(1) (73,570) (6)
(157,570)(2) (7)
--------- --------- -------- -------- --------
Total liabilities and
equity................. $ 245,693 $ 84,000 $329,693
========= ========= ======== ======== ========

---------------
See "Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet" on the
following page.

19
24

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(1) Gives effect to the recording of deferred taxes in connection with the
reorganization and resulting change from a non-taxable to a taxable entity.

(2) Reflects the exchange of members' equity for stockholders' equity in
connection with the reorganization.

(3) Sources and uses of cash from this offering and the refinancing are as
follows:

Net proceeds from this offering............................. $
Borrowings under our amended and restated senior credit
facility, net of fees.....................................
Repayment of debt and related prepayment premiums...........
Preferred unit dividends....................................
--------
Net adjustment to cash................................. $
========

(4) Reflects the write-off of $ of deferred financing costs associated
with the repayment of debt and the capitalization of new deferred financing
costs of $ related to the refinancing under our amended and restated
credit facility.

(5) Reflects the repayment of senior term and senior subordinated loans with the
proceeds of this offering and borrowings under the amended and restated
senior credit facility.

(6) Reflects the extraordinary loss of approximately $ ($
non-cash charges less the associated income tax benefit of $ )
resulting from the write-off of deferred financing costs and debt discount,
as well as prepayment premiums relating to the repayment of long-term debt.

(7) To give effect to the receipt of the proceeds from this offering of
$ , net of estimated fees and expense of $ , assuming the
sale of all of our common stock offered by this prospectus at an initial
public offering price of $ per share (the midpoint of the range set
forth on the cover of this prospectus).

20
25

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated financial
data of GEEG Holdings, L.L.C. and its predecessor for periods and as of the
dates indicated. The financial data of GEEG Holdings, L.L.C.'s predecessor for
the fiscal years ended December 27, 1996 and December 26, 1997 has been derived
from unaudited consolidated financial statements of the predecessor, which are
not included in this prospectus. The financial data for GEEG Holdings, L.L.C.'s
predecessor for the period from December 27, 1997 through June 4, 1998 has been
derived from audited consolidated financial statements of the predecessor, which
are included elsewhere in this prospectus. The financial data for GEEG Holdings,
L.L.C. for the period from June 5, 1998 through December 26, 1998 and fiscal
year 1999 and fiscal year 2000 has been derived from audited consolidated
financial statements of GEEG Holdings, L.L.C., which are included elsewhere in
this prospectus. The financial data set forth in the following table should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the audited historical consolidated
financial statements and related notes.

PREDECESSOR
------------------------------------------
YEAR ENDED PERIOD FROM PERIOD FROM
--------------------------- DECEMBER 27, JUNE 5 TO
DECEMBER 27, DECEMBER 26, 1997 TO DECEMBER 26, FISCAL YEAR FISCAL YEAR
1996 1997 JUNE 4, 1998 1998 1999 2000
------------ ------------ ------------ ------------ ----------- ------------
(IN THOUSANDS, EXCEPT PER COMMON UNIT DATA)

RESULTS OF OPERATION DATA:
Revenues......................... $151,730 $142,714 $60,881 $98,363 $275,199 $416,591
Cost of sales.................... 131,482 118,674 48,529 80,283 226,051 345,688
-------- -------- ------- ------- -------- --------
Gross profit................... 20,248 24,040 12,352 18,080 49,148 70,903
Selling and administrative
expenses....................... 16,355 18,070 8,787 10,825 23,166 27,045
Recapitalization charge(1)....... -- -- -- -- -- 38,114
Amortization expense............. 1,824 1,783 787 727 1,100 1,250
-------- -------- ------- ------- -------- --------
Operating income............... 2,069 4,187 2,778 6,528 24,882 4,494
Interest expense, net............ 2,229 1,215 439 2,966 3,410 12,175
-------- -------- ------- ------- -------- --------
Income (loss) before income
taxes and extraordinary
item......................... (160) 2,972 2,339 3,562 21,472 (7,681)
Income tax provision (benefit)... (62) 1,159 996 176 1,087 (433)
-------- -------- ------- ------- -------- --------
Income (loss) before
extraordinary item............. (98) 1,813 1,343 3,386 20,385 (7,248)
-------- -------- ------- ------- -------- --------
Extraordinary loss from
extinguishment of debt....... -- -- -- -- -- (1,536)
-------- -------- ------- ------- -------- --------
Net income (loss)................ $ (98) $ 1,813 $ 1,343 $ 3,386 $ 20,385 $ (8,784)
======== ======== ======= ======= ======== ========
PER COMMON UNIT DATA(2):
Income (loss) before
extraordinary item per common
unit:
Basic.......................... $ 0.14 $ 0.89 $ (0.77)
======= ======== ========
Diluted........................ $ 0.11 $ 0.71 $ (0.77)
======= ======== ========
Weighted average common units
outstanding:
Basic.......................... 21,320 22,526 13,814
Diluted........................ 26,384 28,029 13,814

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OTHER FINANCIAL DATA:
EBITDA, as adjusted(3)........... $ 8,379 $ 28,008 $ 46,919
Depreciation and amortization.... 1,851 3,126 4,311
Capital expenditures............. 1,065 2,375 2,187
Net cash provided by (used in):
Operating activities........... $ 7,514 $ 39,466 $ 24,789
Investing activities........... (1,065) 1,393 (19,840)
Financing activities........... (213) (39,469) 10,246
BALANCE SHEET DATA (AT END OF
PERIOD):
Property, plant and equipment,
net............................ $ 10,917 $ 9,831 $ 9,356 $14,864 $ 15,071 $ 19,433
Total assets..................... 126,777 129,965 136,486 109,316 131,493 245,693
Total debt....................... -- -- -- 44,401 27,421 219,094

(2) Income (loss) before extraordinary item per common unit is calculated by
dividing income before extraordinary item after adjusting for preferred
dividends by the weighted-average number of common units outstanding during
each period. Preferred dividends were $0.4 million, $0.4 million and $3.4
million in the period from June 5, 1998 through December 26, 1998, fiscal
year 1999 and fiscal year 2000, respectively.

(3) EBITDA, as adjusted, represents income (loss) before extraordinary item,
interest, taxes, depreciation, amortization and recapitalization charge.
EBITDA, as adjusted, is presented because we believe that it is frequently
used by security analysts in the evaluation of companies. EBITDA, as
adjusted, should not be considered as an alternative to cash flow from
operating activities, as a measure of liquidity, as an alternative to net
income, as an indicator or operating performance, or as an alternative to
any other measure of performance in accordance with generally accepted
accounting principles. Our EBITDA, before adjusting for the recapitalization
charge, was $8.8 million for fiscal year 2000.

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

OVERVIEW

We design, engineer and fabricate a comprehensive portfolio of heat
recovery and auxiliary power equipment and provide related services.

On June 5, 1998, GEEG Holdings, L.L.C. acquired Jason Incorporated's power
generation division, consisting of Braden Manufacturing L.L.C., Deltak L.L.C.
and other subsidiaries. In August 2000, GEEG Holdings, L.L.C. was recapitalized
in a series of transactions, pursuant to which:

- new investors received equity interests in GEEG Holdings, L.L.C.
representing an 81.5% voting interest;

- existing investors received approximately $233 million in cash and escrow
funds;

- members of management and several financial investors retained a $20.4
million equity investment in GEEG Holdings, L.L.C.; and

- officers, directors and employees of GEEG Holdings, L.L.C. received
approximately $38.1 million in cash in consideration for the cancellation
of options.

GEEG Holdings, L.L.C. partially financed the recapitalization with $140.0
million of borrowings under a senior credit facility and a $67.5 million senior
subordinated loan.

In October 2000, GEEG Holdings, L.L.C. acquired CFI Holdings, Inc. and its
subsidiary, Consolidated Fabricators Inc., for $25.2 million. The purchase price
consisted of (1) $15.2 million in cash and escrow funds, (2) $5.5 million in
promissory notes, (3) $2.5 million in earn-out payments and (4) $2.0 million in
equity interests in GEEG Holdings, L.L.C.

THE REORGANIZATION TRANSACTION

Immediately prior to the completion of this offering, GEEG Holdings, L.L.C.
will complete a reorganization, referred to in this prospectus as the
reorganization transaction. The beneficial ownership of our common stock
immediately after completion of the reorganization transaction, but prior to the
closing of this offering, will be substantially identical to the beneficial
ownership of the common and preferred units of GEEG Holdings, L.L.C. immediately
before the reorganization transaction. As part of this reorganization, the
following will occur:

- GEEG Holdings, L.L.C. will declare a distribution to holders of its
preferred units in an amount equal to the accrued and unpaid dividend, to
be paid from the proceeds of this offering;

- GEEG Holdings, L.L.C. will declare an aggregate distribution of
approximately $ to its members on account of their remaining fiscal
year 2001 tax liability adjusted for previous disparate tax distributions
to its members since August 1, 2000;

- the holders of common and preferred units of GEEG Holdings, L.L.C., other
than GEEG Acquisition Holdings Corp., will exchange their units for
shares of our common stock; and

- GEEG Acquisition Holdings Corp. will contribute substantially all of its
assets to us in exchange for shares of our common stock.

The common units of GEEG Holdings, L.L.C. will be converted into
shares of our common stock. Each preferred unit of GEEG Holdings, L.L.C. will be
converted into the number of shares of our common stock equal to the liquidation
preference of the preferred unit divided by the initial public offering price of
a share of our common stock. Assuming an initial public offering price of $
per share (the mid-point of the range set forth on the cover of this prospectus)
all of the preferred units would be convertible into shares of our
common stock. Upon completion of the reorganization transaction, GEEG Holdings,
L.L.C. will become our wholly-owned subsidiary and then will merge into us.

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RESULTS OF OPERATIONS

As a result of the transactions described above, our historical financial
statements prior to June 5, 1998 are those of Jason Incorporated's power
generation division, the predecessor of GEEG Holdings, L.L.C., and from June 5,
1998 are those of GEEG Holdings, L.L.C.

The table below represents the historical operating results of GEEG
Holdings, L.L.C. and its predecessor for the three-year period ended December
30, 2000. The combined fiscal year 1998 results noted below represent the
combination of the results of operations from (1) the power generation division
of Jason Incorporated from December 26, 1997 through June 4, 1998 and (2) GEEG
Holdings, L.L.C. from June 5, 1998 through December 26, 1998. The combined
fiscal year 1998 results set forth below may not be indicative of the results
that would have been realized had GEEG Holdings, L.L.C. owned Jason
Incorporated's power generation division from December 26, 1997. The combined
fiscal year 1998 results are not comparable to subsequent periods because the
basis of accounting for the period after June 5, 1998 is different from the
basis of accounting prior to June 5, 1998, as a result of purchase accounting
adjustments made upon the acquisition of the power generation division.
Nevertheless, although purchase accounting adjustments resulted in a different
basis of accounting at GEEG Holdings, L.L.C. prior to June 5, 1998, these
adjustments did not materially affect revenues or gross profit. We believe that
a discussion of the results of operations of fiscal year 1999 compared to fiscal
year 1998 using the combined fiscal year 1998 is more meaningful to potential
investors than a discussion using uncombined results for fiscal year 1998. As a
result, the discussion below with respect to fiscal year 1998 is based upon the
combined results for fiscal year 1998.

PREDECESSOR
------------
DECEMBER 27, JUNE 5,
1997 1998
THROUGH THROUGH COMBINED
JUNE 4, DECEMBER 26, FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1998 1998 1999 2000
------------ ------------ ----------- ----------- -----------
(IN THOUSANDS)

Revenues..................................... $60,881 $98,363 $159,244 $275,199 $416,591
Cost of sales................................ 48,529 80,283 128,812 226,051 345,688
------- ------- -------- -------- --------
Gross profit............................... 12,352 18,080 30,432 49,148 70,903
Selling and administrative expenses.......... 8,787 10,825 19,612 23,166 27,045
Recapitalization charge...................... -- -- -- -- 38,114
Amortization expense......................... 787 727 1,514 1,100 1,250
------- ------- -------- -------- --------
Operating income........................... 2,778 6,528 9,306 24,882 4,494
Interest expense, net........................ 439 2,966 3,405 3,410 12,175
------- ------- -------- -------- --------
Income (loss) before income taxes and
extraordinary item....................... 2,339 3,562 5,901 21,472 (7,681)
Income tax provision (benefit)............... 996 176 1,172 1,087 (433)
------- ------- -------- -------- --------
Income (loss) before extraordinary item.... $ 1,343 $ 3,386 $ 4,729 $ 20,385 $ (7,248)
======= ======= ======== ======== ========

The following information should be read in conjunction with our
consolidated financial statements and notes and those of our predecessor
included elsewhere in this prospectus. See notes to the audited historical
consolidated financial statements included elsewhere in this prospectus for the
income, assets and other information of our segments.

FISCAL YEAR 2000 COMPARED TO FISCAL YEAR 1999

Revenues

Revenues increased 51.4% to $416.6 million for fiscal year 2000 from $275.2
million for fiscal year 1999. This increase is primarily the result of higher
demand for gas turbine power generation equipment. The heat recovery equipment
segment contributed $73.1 million to this increase, reflecting a rise in HRSG

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29

orders as a result of increased market demand. The auxiliary power equipment
segment contributed $68.3 million to this increase, due to an increase in demand
across all products and services in this segment.

The following table presents our revenues by geographic region:

FISCAL YEAR FISCAL YEAR
1999 2000
----------- -----------

United States............................................... $208.1 $380.4
Asia........................................................ 37.0 11.8
Europe...................................................... 17.6 11.6
Other....................................................... 12.5 12.8
------ ------
Total............................................. $275.2 $416.6
====== ======

Revenues in the United States comprised 91.3% of our revenues for fiscal year
2000 and 75.6% for fiscal year 1999. Revenues in the United States increased
82.8% to $380.4 million for fiscal year 2000, primarily due to the increased
demand from the U.S. power generation market. Revenues in Asia decreased by
68.1% to $11.8 million for fiscal year 2000 as a result of that region's
economic instability and decline in power plant construction.

Gross Profit

Gross profit increased 44.3% to $70.9 million for fiscal year 2000 from
$49.1 million for fiscal year 1999 as a result of the increase in our revenues.
Gross profit as a percentage of revenues decreased slightly to 17.0% in fiscal
year 2000 from 17.9% in fiscal year 1999.

Selling and Administrative Expenses

Selling and administrative expenses increased 16.7% to $27.0 million for
fiscal year 2000 from $23.2 million for fiscal year 1999. This increase resulted
from the hiring of additional sales and administrative personnel in connection
with the growth of our business. As a percentage of revenues, however, selling
and administrative expenses decreased to 6.5% for fiscal year 2000 from 8.4% for
the comparable prior period as a result of our revenue growth.

Operating Income

Operating income decreased to $4.5 million for fiscal year 2000 from $24.9
million in fiscal year 1999. This decrease was the result of the $38.1 million
non-recurring recapitalization charge relating to cash payments made to
officers, directors and employees for option cancellations in connection with
the August 2000 recapitalization discussed above. Excluding this charge,
operating income would have been $42.6 million, or an increase of 71.2%,
compared to fiscal year 1999.

Interest Expense, Net

Net interest expense increased to $12.2 million for fiscal year 2000 from
$3.4 million for fiscal year 1999. This increase is due primarily to the
additional borrowings incurred in connection with the August 2000
recapitalization.

Income Taxes

GEEG Holdings, L.L.C. and most of its operating subsidiaries are limited
liability companies and have been treated as partnerships for income tax
purposes. As a result, no income tax provision was made in respect to these
entities for fiscal year 2000 or fiscal year 1999. However, because some of GEEG
Holdings, L.L.C.'s subsidiaries are corporations, our historical consolidated
financial statements reflect a small income tax provision.

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30

As a result of the reorganization transaction, we will be subject to
corporate federal and state income taxes. At the time of the reorganization
transaction, we will record a deferred tax benefit and related deferred tax
asset of approximately $84 million which primarily represents the excess tax
basis over book basis related to the August 2000 recapitalization. For
informational purposes, our consolidated statements of income (loss) for fiscal
year 2000 include pro forma income on an after-tax basis assuming we had been
taxed as a corporation since January 1, 2000. We did not have any net operating
loss carryforwards at December 30, 2000.

FISCAL YEAR 1999 COMPARED TO FISCAL YEAR 1998

Revenues

Revenues increased 72.8% to $275.2 million for fiscal year 1999 from $159.2
million for fiscal year 1998. This increase is primarily the result of higher
demand for gas turbine power generation equipment. Our heat recovery equipment
segment contributed $83.1 million to this increase, reflecting an increased
demand for HRSGs and specialty boilers. The auxiliary power equipment segment
contributed $32.9 million to this increase, reflecting an increase in demand
across all products and services.

The following table presents our revenues by geographic region:

FISCAL YEAR FISCAL YEAR
1998 1999
----------- -----------

United States............................................... $ 86.2 $208.1
Asia........................................................ 10.8 37.0
Europe...................................................... 31.0 17.6
Other....................................................... 31.2 12.5
------ ------
Total............................................. $159.2 $275.2
====== ======

Revenues within the United States comprised 75.6% of our revenues for fiscal
year 1999 and 54.1% of our revenues for fiscal year 1998. Revenues in the United
States increased 141.4% to $208.1 million for fiscal year 1999 due to the
increased demand from the U.S. gas turbine power generation market. Revenues in
Asia increased 242.6% to $37.0 million in fiscal year 1999 as a result of the
delivery of a large order in that region.

Gross Profit

Gross profit increased 61.5% to $49.1 million for fiscal year 1999 from
$30.4 million for fiscal year 1998 as a result of our increase in revenues.
Gross profit as a percentage of revenues decreased slightly to 17.9% in fiscal
year 1999 from 19.1% in fiscal year 1998 because of a change in our product mix.

Selling and Administrative Expenses

Selling and administrative expenses increased 18.1% to $23.2 million for
fiscal year 1999 from $19.6 million for fiscal year 1998. The increase in fiscal
year 1999 was caused by the hiring of additional sales and administrative
personnel in connection with the growth of our business. As a percentage of
revenues, however, selling and administrative expenses decreased to 8.4% for
fiscal year 1999 from 12.3% for the comparable prior period as a result of our
growth.

Operating Income

Operating income increased 167.4% to $24.9 million for fiscal year 1999
from $9.3 million in fiscal year 1998 for reasons discussed above.

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Interest Expense, Net

Net interest expense was $3.4 million for fiscal year 1999 and $3.4 million
for fiscal year 1998.

Income Taxes

Income taxes decreased 7.3% to $1.1 million for fiscal year 1999 from $1.2
million in fiscal year 1998, because of the different tax treatments of GEEG
Holdings, L.L.C. and the Jason Incorporated power generation division. GEEG
Holdings, L.L.C. and most of its operating subsidiaries are limited liability
companies and have been treated as partnerships for income tax purposes. As a
result, no income tax provision was made in respect to these entities for fiscal
year 1999. However, because some of GEEG Holdings, L.L.C.'s subsidiaries are
corporations, our historical consolidated financial statements reflect a small
income tax provision. Jason Incorporated was taxed as a C-corporation and
therefore the income tax provision for fiscal year 1998 reflects different tax
treatments for the predecessor company period and the post-acquisition period.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of cash are net cash flow from operations and
borrowings under our senior credit facility. Our primary uses of this cash are
principal and interest payments on indebtedness and capital expenditures.

To finance the August 2000 recapitalization, GEEG Holdings, L.L.C. obtained
$207.5 million as follows: (1) $30.0 million under our senior credit facility in
the form of a term A loan maturing in July 2006 which bears interest at LIBOR
plus 3.25% per annum, (2) $110.0 million under our senior credit facility in the
form of a term B loan maturing in July 2008 which bears interest at LIBOR plus
4.00% per annum and (3) $67.5 million in the form of a senior subordinated loan
maturing in August 2010 which bears interest at a rate of 13.5% per annum. In
October 2000, GEEG Holdings, L.L.C. borrowed an additional $15.0 million under
our senior credit facility in the form of a term C loan which matures July 2006
and bears interest at LIBOR plus 3.25% per annum. The loan was used to fund a
portion of the acquisition of CFI Holdings, Inc. The senior credit facility
includes a revolving loan facility of $55.0 million. Amounts borrowed under the
revolving credit facility are available from time to time for general corporate
and working capital purposes.

Our senior credit facility is secured by a lien on all our and our domestic
subsidiaries' property and assets, including, without limitation, a pledge of
all of the capital stock owned by us and our domestic subsidiaries, subject to a
limitation of 65% of the voting stock of any foreign subsidiary. At December 30,
2000, a total of $154.2 million was outstanding under the senior credit
facility.

Our senior subordinated loan agreement, among other things, restricts our
ability to incur additional indebtedness, sell assets other than in the ordinary
course of business, pay dividends, make investments and acquisitions and enter
into mergers, consolidations or similar transactions.

We intend to use a portion of the net proceeds of this offering to repay
$ million of the outstanding loans under our existing senior credit
facility, plus accrued and unpaid interest, and to repay $ million of
our senior subordinated loan, plus accrued and unpaid interest, and to pay
related prepayment premiums, fees and expenses. See "Use of Proceeds." We intend
to refinance any balances on our senior term loans remaining after the
application of the net proceeds of this offering using the proceeds of a new
loan under an amended and restated senior credit facility described below.

We expect to receive a commitment from Bankers Trust Company (an affiliate
of Deutsche Banc Alex. Brown Inc., one of the underwriters of this offering) to
amend and restate our existing senior credit facility at or prior to the closing
of this offering. Our amended and restated senior credit facility will consist
of a term loan facility of up to $60.0 million and a revolving loan facility of
up to $75.0 million. We anticipate that, at closing, we will borrow the full
amount available under the term loan. Amounts borrowed under the term loan
facility will amortize over four years and will mature on the fourth

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32

anniversary of the closing of the amended and restated credit facility. The
revolving credit facility will mature on the fourth anniversary of the closing
of the amended and restated credit facility.

At our option, amounts borrowed under the amended and restated senior
credit facility will bear interest at either the eurodollar rate or an alternate
base rate, plus, in each case, an applicable margin. The applicable margin will
range from 1.0% to 2.25% in the case of a eurodollar based loan and from 0% to
1.25% in the case of a base rate loan, in each case, based on a leverage ratio.

We anticipate that our amended and restated senior credit facility will:

- be guaranteed by all of our domestic subsidiaries;

- secured by a lien on all our and our domestic subsidiaries' property and
assets, including, without limitation, a pledge of all of the capital
stock of our domestic subsidiaries and 65% of the capital stock owned by
us and our domestic subsidiaries, subject to a limitation of 65% of the
voting stock of any foreign subsidiary;

- among other things, restrict our ability to incur additional
indebtedness, sell assets other than in the ordinary course of business,
pay dividends, make capital expenditures, make investments and
acquisitions and enter into mergers, consolidations or similar
transactions; and

- require us to maintain minimum interest and fixed charge coverage ratios
and limit our maximum leverage.

In April 2001, we will declare a distribution equal to $ to our members
on account of their first quarter fiscal year 2001 tax liability. In addition,
in connection with the reorganization transaction, we will declare (1) a
distribution on our preferred units in an amount equal to the accrued and unpaid
dividends and (2) a distribution on our common units of approximately $ on
account of our members' remaining fiscal year 2001 tax liability, adjusted for
previous disparate tax distributions to our members since August 1, 2000. We
will pay these distributions after the closing of this offering. We will use a
portion of the net proceeds from this offering to pay the preferred
distribution. We will use our cash balances to pay the tax distributions on the
common units.

Net cash provided by operations decreased 37.2% to $24.8 million for fiscal
year 2000 from $39.5 million for fiscal year 1999. The decrease in net operating
cash flow resulted from the non-recurring $38.1 recapitalization charge relating
to option cancellation payments made in connection with the August 2000
recapitalization. This decrease was partially offset by a reduction in working
capital.

Net cash provided by investing activities was $1.4 million in fiscal year
1999 and net cash used for investing activities was $19.8 million in fiscal year
2000. Net cash used for investing activities in fiscal year 2000 was primarily
the result of the acquisition of CFI Holdings, Inc.

Net cash used for financing activities was $39.5 million in fiscal year
1999 and net cash provided by financing activities was $10.2 million in fiscal
year 2000. In fiscal year 1999, cash was used in financing activities to prepay
long-term debt, to make tax distributions to members of GEEG Holdings, L.L.C.
and to redeem preferred units. In fiscal year 2000, net cash provided by
financing activities was primarily in connection with the August 2000
recapitalization.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks. Market risk is the potential loss arising
from adverse changes in market prices and interest and foreign currency rates.
We do not enter into derivative or other financial instruments for speculative
purposes. Our market risk could arise from changes in interest rates and foreign
currency exchange.

Interest Rate Risk. We are subject to market risk exposure related to
changes in interest rates. Assuming our current level of borrowings, a 100 basis
point increase in interest rates under these borrowings would increase our
interest expense for fiscal year 2000 by approximately $1.5 million without
taking into effect our interest rate collar agreement. We manage our exposure to
interest rate fluctuations
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on our variable rate debt through the use of an interest rate collar agreement
with a notional amount of $77.1 million at December 30, 2000. The fair value of
the collar was not significant as of December 30, 2000.

Foreign Currency Exchange Risk. Portions of our operations are located in
foreign jurisdictions including Europe and Mexico. Our financial results could
be affected by factors such as changes in foreign currency exchange rates or
weak economic conditions in foreign markets. In addition, sales of products and
services are affected by the value of the U.S. dollar relative to other
currencies. We manage our foreign currency exposure through the use of foreign
currency option contracts. Notional amounts outstanding under such contracts
totaled $3.6 million at December 30, 2000. The fair values of the option
contracts were not significant as of December 30, 2000.

Euro Currency Conversion. On January 1, 1999, several member countries of
the European Union established fixed conversion rates and adopted the euro as
their new legal currency. On that date, the euro began trading on currency
exchanges while legacy currencies remain legal tender in the participating
countries for a transition period between January 1, 1999 and January 1, 2002.
During the transition period, parties can elect to pay for goods and services
and transact business using either the euro or a legacy currency. Between
January 1, 2002 and July 1, 2002, the participating countries will introduce
euro hard currency and withdraw all legacy currencies.

Our foreign operating subsidiaries affected by the euro conversion are
evaluating the business issues raised, including the competitive impact of
cross-border price transparency. We do not anticipate any significant near-term
business ramifications. However, long-term implications such as the euro
currency conversions effect on accounting, treasury and computer systems are
under review.

RECENT ACCOUNTING PRONOUNCEMENTS

We adopted Statement of Financial Accounting Standard (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities," effective
December 31, 2000. This standard establishes accounting and reporting standards
requiring that every derivative instrument be recorded on the balance sheet as
either an asset or a liability measured at fair value. SFAS 133 requires that
changes in a derivative's fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. Special accounting for qualifying
hedges allows a derivative's gains and losses to offset related results on the
hedged item in the income statement and requires that a company must formally
document, designate and assess the effectiveness of transactions that receive
hedge accounting treatment. The impact of adopting SFAS 133 was not material.

In December 1999, the SEC staff released Staff Accounting Bulletin (SAB)
101, "Revenue Recognition in Financial Statements." The adoption of this
statement in the fourth quarter of fiscal year 2000 did not have a material
impact on our financial position or results of operations.

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34

BUSINESS

OVERVIEW

We are a leading global designer, engineer and fabricator of a
comprehensive portfolio of equipment for gas turbine power plants, with over 30
years of power generation industry experience. We believe that we offer one of
the broadest ranges of gas turbine power plant equipment in the world and hold
the number one or number two market position by sales in a majority of our
product lines. Our equipment is installed in power plants in more than 30
countries on six continents and we have one of the largest installed bases of
gas turbine power plant equipment in the world. In addition, we provide our
customers with value-added services including engineering, retrofit and upgrade,
and maintenance and repair.

- heat recovery steam generators;

- filter houses;

- inlet systems;

- gas and steam turbine enclosures;

- exhaust systems;

- diverter dampers; and

- specialty boilers and related products.

We market and sell our products globally under the Deltak, Braden and
Consolidated Fabricators brand names through our worldwide sales network.

We fabricate our equipment through a combination of in-house manufacturing
and extensive outsourcing relationships. Our network of exclusive
subcontractors, located throughout 30 countries, allows us to manufacture
equipment for power plant projects worldwide at competitive prices. Our
subcontractors also enable us to meet increasing demand without being restricted
by manufacturing capacity limitations, thus limiting capital expenditure
requirements.

We believe our design and engineering capabilities differentiate us from
our competitors. By providing high-quality products on a timely basis and
offering a broad range of equipment, we have forged long-standing relationships
with the leading power industry participants, including General Electric,
Mitsubishi Heavy Industries, Siemens-Westinghouse, Bechtel and Duke Power. Our
revenues have grown from $142.7 million in fiscal year 1997 to $416.6 million in
fiscal year 2000, representing a compound annual growth rate of 42.9%.

GROWTH STRATEGY

To maximize shareholder value and enhance our market position in the
growing power generation industry, we will continue to pursue the following
growth strategies:

- Expand our leading market position in the high-growth U.S. market. Our
design and engineering expertise positions us to bid on and execute
virtually any major gas turbine power plant project. According to the
Energy Information Administration, or EIA, over 1,300 new power
generation plants with approximately 390 gigawatts of electrical
generation capacity will be needed in the United States by 2020 to meet
demand. We believe that our reputation for quality products, low-cost
fabrication and on-time delivery of a broad line of equipment have made
us a critical supplier to our customers and end users, further
strengthening our position as a market leader.

- Leverage our presence in the emerging international power
markets. Through our international presence, we are positioned to
undertake power generation projects throughout the world. According to
the International Energy Agency, or IEA, approximately 90% of the $2.9
trillion in worldwide electrical generation capacity investment through
2020 will be expended outside of North America. Our global presence and
experience allows us to serve our multinational customers' needs in a
timely and efficient manner.
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35

- Pursue strategic acquisitions. We intend to pursue selective
acquisitions which will increase our market share in existing product
lines, broaden our overall product offering and expand our geographic
reach. The power generation equipment industry is highly fragmented,
comprised largely of small companies or corporate divisions with
relatively limited product lines. The fragmented nature of the industry
provides us with numerous acquisition opportunities.

- Leverage our design and engineering capabilities to expand our product
lines. We intend to expand our product lines to capture a larger share
of our customers' equipment purchases. Through our design and engineering
capabilities and experience in gas turbine technology, we have developed
a number of complementary product lines, including inlet cooling systems,
pulse filters, air filter elements and diverter dampers. Throughout our
30-year history, we have also successfully introduced new end-use
applications for our underlying technologies, including products for the
process, marine, pulp and paper and pharmaceutical industries.

INDUSTRY OVERVIEW

Supply and Demand Trends

According to the EIA, U.S. demand for electricity generation has increased
substantially since 1990, while capacity has remained relatively flat.
Underbuilding of new power generation capacity due to deregulation uncertainty
and environmental concerns has caused reserve margins to fall. Based on North
American Electric Reliability Council, or NERC, data, reserve margins, the
difference between total capacity and peak electricity demand as a percentage of
total capacity, have fallen to historically low levels over the last decade.
U.S. reserve margins have fallen from 21.1% in 1992 to 7.1% in 1999, resulting
in electricity price increases. In some areas of the United States, such as
California, these margins have fallen even lower, causing numerous brownouts.
Internationally, although many developing countries are moving towards
industrialization and electrification, according to the IEA, approximately
one-third of the world's population is still without electricity. Significant
new worldwide generation capacity is necessary to keep pace with international
demand growth, which is expanding at more than twice the rate of U.S. demand.

Gas Turbine Technology

Gas turbine power plants are well-positioned to benefit from the need for
new or more efficient power generation infrastructure. The advantages of power
generation plants utilizing gas turbine technologies versus other technologies
include:

- lower construction costs;

- shorter construction period;

- improved operating efficiency;

- lower environmental impact;

- ability to expand plant capacity; and

- rapid start-up and shut-down time.

Due to these advantages, IEA projects that approximately 90% of new U.S.
generation capacity and approximately 51% of new generation capacity outside the
United States, net of retirements, through 2020 will utilize gas turbine
technology.

Gas turbine power plants can have either a simple-cycle or combined-cycle
configuration, both of which utilize a gas turbine and a generator to produce
electricity. A simple-cycle gas turbine plant incorporates many of the products
which we manufacture, including filter houses, inlet and exhaust systems and
turbine enclosures. A simple-cycle plant converts approximately 33% of the
fuel's energy content into electricity. A combined-cycle plant has the same
components as a simple-cycle plant, with the addition of a heat recovery steam
generator, or HRSG. In a combined-cycle plant, the hot exhaust from

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the gas turbine is routed through the HRSG where steam is generated which is
used to power a steam turbine and produce more electricity. A combined-cycle
power plant converts up to 57% of the fuel's energy content into electricity. As
a result of this increased efficiency, the EIA projects that domestic
combined-cycle plant capacity will increase more than ten times over the next 20
years. As a leading provider of equipment for simple- and combined-cycle power
plants, we are well-positioned to benefit from these trends and, as a result, to
increase our revenues and earnings.

PRODUCTS AND SERVICES

We conduct our business through two operating segments: our heat recovery
equipment segment and our auxiliary power equipment segment. We offer a broad
range of products that are integral parts of gas turbine power plants. We also
provide advanced engineering, retrofit and upgrade, maintenance and repair
services to the power generation industry. For information regarding our
revenues, profitability and total assets by segment, see note 11 to our
consolidated financial statements included elsewhere in this prospectus.

Heat Recovery Equipment

Our heat recovery equipment segment is a leader in the production of HRSGs
and specialty boilers. Our products in this segment are marketed under the
Deltak brand name.

- Heat Recovery Steam Generators. A HRSG is a boiler that creates steam in
a combined-cycle power plant using the hot exhaust emitted by a gas
turbine. This steam generates additional electricity by driving a steam
turbine in a combined-cycle power plant. Each HRSG is custom-designed and
engineered to meet the specifications of the customer, taking into
account the type of gas turbine and environmental locale. We design and
manufacture HRSGs for all size applications for both new combined cycle
and retrofitted simple-cycle power plants. We believe we are the overall
market leader with the largest installed base of gas turbine HRSGs in the
world.

- Specialty Boilers and Related Products. Specialty boilers are a highly
customized class of equipment that capture waste heat and convert it into
steam. We produce specialty boilers used in process heat recovery and
incineration systems, small power generation systems and marine
cogeneration systems. Our specialty boilers, which require creative
engineering solutions, are used in a wide range of markets, including oil
and gas, pulp and paper, chemicals, petrochemical, marine and food
industries. We have an installed base of more than 600 specialty boilers
in over 30 countries. In addition, we design and manufacture catalytic
recovery systems for gas turbine exhaust systems which reduce emissions.

Auxiliary Power Equipment

Our auxiliary power equipment segment includes a variety of products and
services critical to the operation of gas turbine power plants. These products
are marketed under the Braden and Consolidated Fabricators brand names.

- Filter Houses. A filter house cleans debris, dirt and other contaminants
from the air that enters the turbine, using either a barrier filter or a
pulse filter. Barrier filters use a series of filter elements contained
in a large filter house to remove airborne contaminants. Pulse filters
are self-cleaning filters that use a blast of air to expel dirt or ice
from the filter element. In addition, a filter house may include
evaporative coolers, chiller coils, fog cooling systems, anti-icing
systems and a broad range of other equipment that treats the air that is
pulled through the turbine.

- Inlet Systems. Inlet systems are large air intake ducts that connect the
filter house to the gas turbine and provide silencing for the noise
emanating from the gas turbine through the inlet. The major components of
an inlet system are inlet silencers, expansion joints and inlet ductwork.

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- Gas and Steam Turbine Enclosures. Gas and steam turbine enclosures
protect the turbines from the environment. In addition, they provide
acoustical treatment to reduce the noise produced by gas and steam
turbines. Fire suppression systems are also an integral feature of most
enclosures.

- Exhaust Systems. Exhaust systems direct the hot exhaust from the turbine
to the atmosphere. The main components of an exhaust system are exhaust
ductwork, acoustic silencing equipment and the stack. Exhaust systems are
highly engineered and very complex due to the severe turbulence and heat
exposure that they must endure.

- Diverter Dampers. Diverter dampers divert the hot exhaust from the gas
turbine into a HRSG when the power plant is operated as a combined-cycle
facility or into the exhaust stack in the case of simple-cycle operation.
We also design and manufacture various other types of dampers.

BACKLOG

The time frame between receipt of an order and actual completion or
delivery of our products can stretch from a few weeks to a year or more. At the
time we receive a firm order from a customer, that order is added to our
backlog. Over the last five years, virtually all backlog has been subsequently
recognized as revenues.

AT FISCAL YEAR END,
--------------------------
1998 1999 2000
------ ------ ------
(IN MILLIONS)

Backlog.................................................. $206.0 $289.4 $464.6

We estimate that approximately $427 million, or 92%, of our backlog at December
30, 2000, will be recognized as a portion of our revenues in fiscal year 2001.

SALES AND MARKETING

We have an extensive sales network consisting of employees and independent
representatives worldwide. We have sales offices in Australia, China, Egypt, the
Netherlands, Singapore, South Korea and the United States. Our international
sales force allows us to assess local market conditions, utilize local contacts
and respond quickly to our customers' regional needs. We focus our sales and
marketing efforts on end users of our products, including the developers and
operators of gas turbine power plants, and on gas turbine original equipment
manufacturers who may order our products directly or specify the use of our
products.

CUSTOMERS

Customers for both our heat recovery equipment segment and our auxiliary
power equipment segment include original equipment manufacturers, engineering
and construction firms and operators of power generation facilities. The end
users of most of our products are developers and operators of gas turbine power
plants. Our top ten customers vary from year to year due to the relative size
and duration of our projects. In fiscal year 2000, General Electric accounted
for approximately 31% of our revenues and Mitsubishi Heavy Industries accounted
for approximately 22% of our revenues. For information with respect to our
geographic markets, see note 11 to our consolidated financial statements
included elsewhere in this prospectus.

ENGINEERING AND DESIGN CAPABILITIES

Our business is driven by design and engineering expertise, an area in
which we believe that we are an industry leader. Our products are
custom-designed and engineered to meet the precise specifications of our
customers, and may require a significant number of engineering hours to design.
As of December 30, 2000, we employed 136 degreed engineers specializing in
thermal, structural, electrical, mechanical, acoustical and chemical
engineering. Our engineers utilize an extensive PC-based network and engineering
programs such as AutoCad(TM), ANSYS(TM), StruCAD(TM) and several internally
developed proprietary programs. Our

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proprietary programs enable us to use design elements from previous projects,
thereby increasing our engineering efficiency on subsequent projects.

MANUFACTURING AND OUTSOURCING

Our products are fabricated utilizing a combination of in-house
manufacturing and subcontractors. Our extensive use of outsourcing relationships
provides us the following benefits:

- flexibility to rapidly expand or contract manufacturing capacity without
increasing capital expenditures;

- ability to manufacture in low cost countries, thereby reducing the
overall cost of our products; and

- ability to satisfy local content requirements.

In fiscal year 2000, we estimate that subcontractors accounted for
approximately 70% of our manufacturing costs. Our subcontractors manufacture
products on a fixed-price basis for each project. Typically, our subcontractors
agree not to manufacture competing products. We provide on-site technical
advisors at our subcontracted facilities to ensure high levels of quality and
workmanship. We are constantly pursuing new international subcontractor
relationships to enhance our ability to manufacture equipment at the lowest cost
while maintaining high-quality standards and on-time delivery.

While a majority of our manufacturing is outsourced, we maintain
significant in-house capabilities. Our in-house manufacturing capability allows
us to internally develop production methods, train personnel, protect highly
sensitive designs and fabricate products whose complexity may preclude their
production by subcontractors.

RAW MATERIALS AND SUPPLIERS

The principal raw materials for our products are stainless steel sheet
products, carbon steel plate and structural shapes, insulation and finned
tubing. We obtain these products from a number of domestic and foreign
suppliers. The market for most of the raw materials we use is comprised of
numerous participants and we believe that we can obtain each of the raw
materials we required from more than one supplier.

COMPETITION

We compete with a large number of U.S. and international companies along
all of our major products lines. We believe that our major competitors generally
are small companies or corporate divisions that offer relatively limited product
lines and do not compete on a global basis. We compete based on the price,
quality, reliability and reputation of our products. We believe that no single
competitor offers our breadth of products to the gas turbine power generation
industry.

EMPLOYEES

As of December 30, 2000, we had 1,405 employees. Other than 156 of our
manufacturing employees located in Tulsa, Oklahoma and 155 of our production
employees at our three Mexico facilities, none of our employees are represented
by unions. We believe our employee relations are satisfactory.

INTELLECTUAL PROPERTY

We depend upon a combination of patents, trademarks and nondisclosure and
confidentiality agreements with our employees, customers and others and various
security measures to protect our proprietary rights. However, we believe that
intellectual property protection is less important than our ability to continue
to develop new design applications that meet the demands of our customers. As a
result, we do not believe that any single patent or trademark is material to our
business.

We typically enter into non-disclosure and confidentiality agreements with
our employees and subcontractors with access to sensitive design software and
technology. However, this protection does not

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preclude others from creating programs which perform the same function. In
addition, our agreements may be breached and we may not have adequate remedies
for any breach.

FACILITIES

Our executive offices currently occupy 5,300 square feet in Tulsa,
Oklahoma. The lease for this facility expires in May 2002. We have 13 other U.S.
facilities, as well as facilities in the Netherlands, Singapore and Mexico.
Information about our material facilities is described below:

Heat Recovery Equipment Segment

LEASED/OWNED
LOCATION SQUARE FEET (EXPIRATION DATE) PRINCIPAL USES
-------- ----------- ----------------- --------------

Plymouth, Minnesota 38,000 leased (12/31/03) manufacturing, engineering
92,000 leased (1/31/06) and administrative office
84,900 owned

Auxiliary Power Equipment Segment

LEASED/OWNED
LOCATION SQUARE FEET (EXPIRATION DATE) PRINCIPAL USES
-------- ----------- ----------------- --------------

Auburn, Massachusetts 69,000 owned manufacturing, engineering
and administrative office
Clinton, South Carolina 71,000 owned manufacturing and
engineering
Fort Smith, Arkansas 94,000 owned manufacturing
15,000 leased (2/13/03)
Heerlen, The Netherlands 10,000 leased (10/31/01) engineering
Monterrey, Mexico 100,000 owned manufacturing
San Antonio, Mexico 40,000 leased (2/1/06) manufacturing
Toluca, Mexico 60,000 leased (5/1/04) manufacturing
Tulsa, Oklahoma 164,000 leased (8/31/11) manufacturing, engineering
39,000 leased (10/31/02) and administrative office
Worcester, Massachusetts 26,000 leased (12/31/02) manufacturing

LEGAL PROCEEDINGS

We are subject to routine litigation arising out of the normal and ordinary
operation of our business. We believe that any litigation will not result in a
material adverse effect on our business, results of operations or financial
condition.

ENVIRONMENTAL MATTERS

Our operations are subject to laws and regulations governing the discharge
of materials into the environment or otherwise relating to the protection of the
environment or human health. These laws include U.S. federal statutes such as
the Resource Conservation and Recovery Act of 1976, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, the
Clean Water Act and the Clean Air Act, and the regulations implementing them, as
well as similar laws and regulations at the state and local levels and in other
countries in which we operate.

Failure to comply with environmental laws or regulations could subject us
to significant liabilities for fines, penalties or damages, or result in the
denial or loss of significant operating permits. In addition, some environmental
laws, including CERCLA, impose liability for the costs of investigating and
remediating releases of hazardous substances without regard to fault and on a
joint and several basis, so that in some circumstances we may be liable for
costs attributable to hazardous substances released into the environment by
others.

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Our manufacturing facilities use and produce wastes containing various
substances classified as hazardous or otherwise regulated under environmental
laws and regulations, and are subject to ongoing compliance costs and capital
expenditure requirements. We believe we are in substantial compliance with
applicable environmental laws and regulations and that the costs of compliance
are not material to us. However, any newly-discovered environmental conditions
could result in unanticipated expenses or liabilities that would be material.
Moreover, the environmental laws and regulations to which we are subject are
constantly changing, and it is impossible to predict the effect of these changes
on us. We cannot give any assurances that our operations will comply with future
laws and regulations or that these laws and regulations will not significantly
adversely affect us.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

At the completion of the offering made by this prospectus, our executive
officers and directors and their ages will be as follows:

NAME AGE POSITION
---- --- --------

Larry Edwards........................ 51 President, Chief Executive Officer and Director
Gary Obermiller...................... 51 Senior Vice President and President, Deltak
Gene Schockemoehl.................... 51 Senior Vice President and President, Braden
Michael Hackner...................... 53 Chief Financial Officer, Vice President of Finance and
Treasurer
James Wilson......................... 41 Vice President of Administration and Secretary
Stephen Eisenstein................... 39 Chairman of the Board
Ira Kleinman......................... 44 Director
Bengt Sohlen......................... 68 Director
Howard Unger......................... 40 Director

Larry Edwards will be our president, chief executive officer and one of our
directors upon completion of the reorganization transaction. Since June 1998,
Mr. Edwards has served as a director of and chief executive officer of GEEG
Holdings, L.L.C and as president and chief executive officer of GEEG, Inc. From
February 1994 until June 1998, Mr. Edwards served as the president of Jason
Incorporated's power generation division, the predecessor of GEEG Holdings,
L.L.C. From 1976 until 1994, Mr. Edwards held the following positions with
Braden: systems analyst; manager of data processing; manager of management
services; manager of purchasing and traffic; manager of operations; vice
president of operations; general manager; and president of Braden. Mr. Edwards
earned a B.S. in Industrial Engineering and Management from Oklahoma State
University and an M.B.A. with honors from Oklahoma City University.

Gary Obermiller will be our senior vice president upon completion of the
reorganization transaction. Mr. Obermiller has served as president of Deltak
since June 1997 and as a director and vice president of GEEG Holdings, L.L.C.
since June 1998. Mr. Obermiller joined Deltak in 1990 as vice president of
engineering and in 1993 became executive vice president of operations. Mr.
Obermiller has over 29 years of management, engineering, operations, sales, and
marketing experience. He previously served as manager of market development and
manager of the adhesive business unit at Graco, Inc. and held various positions,
including manager of project management, sales manager and vice president of
engineering, at Econotherm Energy Systems Corporation. Mr. Obermiller earned a
B.S. in Mechanical Engineering from the University of Minnesota and an M.B.A.
from the University of St. Thomas. Mr. Obermiller is also a licensed mechanical
engineer and a member of both A.S.M.E. and A.I.A.A.

Gene Schockemoehl will be our senior vice president upon completion of the
reorganization transaction. Mr. Schockemoehl has served as president of Braden
since January 1994 and as a director and vice president of GEEG Holdings, L.L.C.
since June 1998. He began his employment at Braden in 1968, progressing through
the plant production area into management positions, and served as plant
superintendent and manager of manufacturing through 1985. In mid-1985, Mr.
Schockemoehl became operations manager and in 1990 became vice president of
operations. He served as vice president of sales from mid-1991 until January
1994. Mr. Schockemoehl has a manufacturing and general business educational
background, having attended both Tulsa Community College and Rogers State
College.

Michael Hackner will be our chief financial officer, vice president of
finance and treasurer upon the completion of the reorganization transaction.
Since June 1998, Mr. Hackner has served GEEG Holdings, L.L.C. in the same
capacities. Mr. Hackner joined Deltak in 1985 as controller and was promoted to
vice president of finance and administration, Deltak in 1989. Previously, Mr.
Hackner held various accounting and finance positions at Proform, Inc., was
manager of accounting and systems development at Polaris/

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EZ-GO, a division of Textron, Inc., and held various positions in the audit and
taxation department of Peat, Marwick, Mitchell and Company. Mr. Hackner received
a B.S. from the University of Minnesota and attended the Minnesota Management
Institute. Mr. Hackner has earned a C.P.A. designation and been a member of the
American Institute of Certified Public Accountants since 1974.

James Wilson will be our secretary upon the completion of the
reorganization tranaction. Mr. Wilson has served GEEG Holdings, L.L.C. as
secretary since June 1998 and as vice president of administration since
September 2000. He joined Braden in 1986 as controller and became vice president
of finance, Braden in 1989. Between 1982 and 1986, Mr. Wilson was employed as a
senior auditor with Arthur Andersen LLP. Mr. Wilson has received the C.P.A.
designation and had been a member of the American Institute of Certified Public
Accountants since 1983. He earned a B.S. in Accounting from Oral Roberts
University.

Stephen Eisenstein will be chairman of our board upon the completion of the
reorganization transaction. He has served as chairman of the board of GEEG
Holdings, L.L.C. and a director of GEEG, Inc. since August 2000. Mr. Eisenstein
has been a general partner of Harvest Partners, Inc. since September 1999.
Before joining Harvest Partners, Inc. he was a founding partner at Paribas
Principal Partners, which was created in 1996. From 1990 to September 1996, Mr.
Eisenstein worked at Paribas in the Merchant Banking Group where he was a
managing director specializing in financing and investing in leveraged buyouts.
From 1988 until 1990, he worked at the Chase Manhattan Bank in the Media and
Telecom Corporate Finance Group, and at Paine Webber Inc. in the Equity Research
Department from 1984 to 1986. He earned a B.A. in Economics from Tufts
University and an M.B.A. from the Wharton School at the University of
Pennsylvania.

Ira Kleinman will be one of our directors upon completion of the
reorganization transaction. Mr. Kleinman has served as a director of GEEG
Holdings, L.L.C. since August 2000. Since 1992, Mr. Kleinman has served as a
general partner of Harvest Partners, Inc. Prior to joining Harvest Partners,
Inc., he held financial management positions at American International Group and
Bank of New York. Mr. Kleinman is a Certified Public Accountant and earned his
bachelors from the State University of New York at Binghamton and his M.B.A.
from St. John's University.

Bengt Sohlen will be one of our directors upon completion of the
reorganization transaction. Mr. Sohlen has served as a director of GEEG
Holdings, L.L.C. since December 2000. Before that, Mr. Sohlen served as vice
president for strategy and corporate development of ABB Inc. Mr. Sohlen has an
engineering background derived from training in his native Sweden.

Howard Unger will be one of our directors upon completion of the
reorganization transaction. Mr. Unger has served as a director of GEEG Holdings,
L.L.C. since June 1998. Mr. Unger founded Saw Mill Capital L.L.C. in June 1997,
since which time he has served as its managing partner. Mr. Unger was a founding
partner of Chase Capital between 1993 and April 1996, and a managing director in
Chase Manhattan Bank's Merchant Banking Group prior to 1993. Mr. Unger earned a
B.S. in Accounting from the State University of New York at Binghamton and an
M.B.A. from the University of Chicago.

COMMITTEES OF THE BOARD

Our board of directors has the authority to perform management and
administration functions. Following this offering, we intend to establish an
audit committee, a compensation committee and an executive committee.

Upon completion of this offering, we will adopt an audit committee charter
and establish an audit committee comprised of three directors who satisfy the
New York Stock Exchange rules on the independence of audit committee members.
Initially, Mr. Sohlen will serve on our audit committee. The functions of the
audit committee will include reviewing the adequacy of our systems of internal
accounting controls; reviewing the results of the independent auditors' annual
audit, including any significant adjustments, management judgments and
estimates, new accounting policies and disagreements with management; reviewing
our audited financial statements and discussing them with management; reviewing

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the audit reports submitted by the independent auditors; reviewing disclosure by
independent auditors concerning relationships with our company and the
performance of our independent auditors and annually recommending independent
auditors; adopting and annually assessing our audit charter; and preparing any
reports or statements as may be required by the New York Stock Exchange and the
securities laws.

Upon the completion of this offering, the compensation committee will
consist of at least two non-employee directors, as defined in Rule 16b-3 under
the Securities Act. Mr. Sohlen and a non-employee director to be appointed after
completion of this offering will serve on our compensation committee. The
compensation committee will review and make recommendations to the board
regarding our compensation policies and all forms of compensation to be provided
to our executive officers and directors. In addition, the compensation committee
will review bonus and stock compensation arrangements for all of our employees
and directors.

The executive committee will consist of Messrs. Eisenstein, Kleinman and
Edwards. The functions of the executive committee will include the oversight of
general corporate matters and approval of all major capital expenditures.

SENIOR MANAGEMENT EMPLOYMENT AGREEMENTS

GEEG Holdings, L.L.C. entered into employment agreements dated August 1,
2000 with each named executive which provide for annual base salaries of not
less than $275,000 for Mr. Edwards, $200,000 for Mr. Obermiller, $157,000 for
Mr. Schockemoehl, $120,778 for Mr. Hackner and $108,800 for Mr. Wilson. Each
agreement is for a term of two years ending August 1, 2002, automatically
renewable unless we give sixty days written notice, and contains customary
non-competition, non-solicitation of employees and confidentiality provisions.

DIRECTOR COMPENSATION

Except for a quarterly fee of $5,000 paid to Mr. Sohlen and for fees paid
to directors of GEEG Holdings, L.L.C. appointed pursuant to the management
agreements with Harvest Partners, Inc. and Saw Mill Capital L.L.C, described in
"Certain Transactions," we currently do not pay any compensation to directors
for serving in that capacity. We reimburse directors for out-of-pocket expenses
incurred in attending board meetings. Our board of directors has the discretion
to grant options to non-employee directors under our stock option plans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We currently do not have a compensation committee. The compensation
arrangements for each of our executive officers were established under the terms
of the respective employment agreements between us and each executive officer.
The terms of the employment agreements were established in arms-length
negotiations between us and each executive officer and approved by our board of
directors.

Mr. Sohlen and another non-employee director to be appointed after
completion of this offering will serve on the compensation committee. Mr. Sohlen
has never been an officer or employee of ours. Prior to formation of the
compensation committee, all decisions regarding executive compensation will be
made by the full board of directors. No interlocking relationship will exist
between the board of directors or the compensation committee and the board of
directors or compensation committee of any other company, nor has any
interlocking relationship existed in the past.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to the chief executive
officer of GEEG Holdings, L.L.C. and to each of the other four most highly
compensated executive officers of GEEG

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Holdings, L.L.C. for fiscal year 2000. These named executive officers will
continue to serve in comparable capacities for us after completion of the
reorganization transaction.

ANNUAL COMPENSATION LONG-TERM
------------------- OTHER ANNUAL COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITIONS SALARY BONUS(1) COMPENSATION (2) OPTIONS(3) COMPENSATION (4)
---------------------------- -------- -------- ---------------- ------------ ----------------

Larry Edwards..................... $275,000 $275,000 -- $3,494,985
Chief Executive Officer
Gary Obermiller................... 200,000 160,000 -- 2,548,542
Vice President
Gene Schockemoehl................. 157,000 125,600 -- 2,598,542
Vice President
Michael Hackner................... 120,778 72,467 -- 1,301,636
Chief Financial Officer, Vice
President of Finance and
Treasurer
James Wilson...................... 110,317 66,190 -- 1,236,854
Vice President of Administration
and Secretary

---------------
(1) Represents payments made in 2001 on amounts accrued in 2000 under the
Management Incentive Compensation Plan.

(2) Excludes perquisites and other personal benefits unless the aggregate amount
of the compensation exceeds the lesser of either $50,000 or 10% of the total
of annual salary and bonus reported for the named executive officer.

(3) Represents options to purchase our common stock, giving effect to our
assumption of the 2000 Option Plan of GEEG Holdings, L.L.C. and the
conversion of options to purchase common units granted under the plan into
economically equivalent options to purchase shares of our common stock.

(4) Includes cash payments made by GEEG Holdings, L.L.C. in exchange for the
cancellation of options issued under its 1998 Option Plan in connection with
the August 1 recapitalization. Includes matching contributions of $6,800,
$5,250, $6,280, $3,623 and $4,413 to the accounts of Messrs. Edwards,
Obermiller, Schockemoehl, Hackner and Wilson, respectively, under our 401(k)
plan. Includes contributions of $15,300 to the account of Mr. Obermiller and
$10,870 to the account of Mr. Hackner under our Deltak Profit Sharing Plan.
Also includes the taxable portions of term life insurance premiums of $1,380
for Mr. Edwards, $690 for Mr. Obermiller, $729 for Mr. Schockemoehl, $529
for Mr. Hackner and $214 for Mr. Wilson.

OPTION GRANTS

The following table sets forth information regarding options to acquire
common units granted by GEEG Holdings, L.L.C. to the named executive officers
during fiscal year 2000. We will exchange any options outstanding at the time of
the reorganization transaction for economically equivalent options to purchase
our common stock. These options will fully vest upon completion of this
offering. Information regarding those assumed options is also set forth below.

ASSUMED OPTIONS AFTER
ACTUAL REORGANIZATION
INDIVIDUAL GRANTS TRANSACTION POTENTIAL REALIZABLE
----------------------------------------------- --------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL NUMBER OF ANNUAL RATES OF
UNITS OPTIONS SHARES STOCK APPRECIATION
UNDERLYING GRANTED TO UNDERLYING FOR OPTION TERM(2)
OPTIONS EMPLOYEES EXERCISE EXPIRATION OPTIONS EXERCISE ---------------------
NAME GRANTED IN 2000 PRICE(1) DATE ASSUMED PRICE 5% 10%
---- ---------- ---------- -------- ---------- ---------- -------- --------- ---------

Larry Edwards................ 13,412.2 12.9% $10.00 8/1/10
Gary Obermiller.............. 10,424.5 10.0 10.00 8/1/10
Gene Schockemoehl............ 9,943.3 9.6 10.00 8/1/10
Michael Hackner.............. 5,419.8 5.2 10.00 8/1/10
James Wilson................. 4,643.2 4.5 10.00 8/1/10

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---------------
(1) The options were granted on the date of grant with a term of 10 years,
unless otherwise noted.

(2) In accordance with the rules of the SEC, we have included the gains or
"option spreads" that would exist for the respective options granted. These
gains are based on the assumed rates of annual compound stock price
appreciation of 5% and 10% from the date the option was granted over the
full option term. These assumed annual compound rates of stock price
appreciation are mandated by the rules of the SEC and do not represent our
estimate or projection of our future common stock prices.

OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

The following table sets forth information concerning options issued under
GEEG Holdings, L.L.C.'s option plans to purchase common units exercised by the
named executive officers during fiscal year 2000 and the number and value of
unexercised options held by each of the named executive officers, on an actual
basis and on a pro forma basis to give effect to the reorganization transaction,
and the value of these unexercised options. Information is given for fiscal year
2000.

NUMBER OF UNITS PRO FORMA NUMBER OF
UNDERLYING UNEXERCISED SHARES UNDERLYING ASSUMED
SHARES OPTIONS AT UNEXERCISABLE OPTIONS AT
ACQUIRED DECEMBER 30, 2000 DECEMBER 30, 2000
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

Larry Edwards.......... 0 -- 0 13,412.2
Gary Obermiller........ 0 -- 0 10,424.5
Gene Schockemoehl...... 0 -- 0 9,943.3
Michael Hackner........ 0 -- 0 5,419.8
James Wilson........... 0 -- 0 4,643.2

VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS AT
DECEMBER 30, 2000(1)
---------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------

Larry Edwards..........
Gary Obermiller........
Gene Schockemoehl......
Michael Hackner........
James Wilson...........

---------------
(1) There was no public market for the common stock on December 30, 2000. The
value of unexercised in-the-money options at December 30, 2000 has been
calculated assuming completion of the reorganization transaction and using
an initial public offering price of $ per share (the midpoint of the
range set forth on the cover of this prospectus).

MANAGEMENT INCENTIVE COMPENSATION PLAN

Our 2000 Management Incentive Compensation Plan became effective on January
1, 2000 to reward our chief executive officer, vice presidents and other key
management with additional performance-based compensation. The Management
Incentive Compensation Plan effective for fiscal year 2000 and prior years
allowed an eligible participant to earn bonuses up to stated percentages of base
salary for the achievement of 100% of our targeted performance as established at
the time of our business plan. These bonuses were paid in the first quarter of
each calendar year following the accrual. For fiscal year 2000, the percentages
for the participants were (1) up to a maximum of 100% for Mr. Edwards; (2) up to
a maximum of 80% for Messrs. Obermiller and Schockemoehl; and (3) up to a
maximum of 60% for our vice presidents and other participants.

We will adopt a 2001 Management Incentive Compensation Plan. The new plan
will allow eligible participants to earn bonuses up to stated percentages of
their base salary with maximum bonuses of (1) up to 150% for our president and
chief executive officer; (2) up to 110% for our senior vice presidents; and (3)
up to 90% for our vice presidents and other participants. The bonuses will be
paid in the first quarter of the following calendar year and will be based on
our specific achievement of enterprise valuation goals.

OPTION PLAN

The board of directors of GEEG Holdings, L.L.C. approved its 2000 Option
Plan in August 2000. The 2000 Option Plan provided for the grant of options to
acquire class A or class B common units in GEEG Holdings, L.L.C. When we
complete the reorganization transaction, all options outstanding under

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the 2000 Option Plan prior to the reorganization will vest and become fully
exercisable and will be converted into options to purchase shares of our common
stock with the same economic value, and otherwise on the same terms. Similarly,
we will assume the 2000 Option Plan and common units available for option grants
under such plan will be replaced by shares of our common stock with the same
economic value as of the completion of the reorganization transaction. The
following is a summary description of the 2000 Option Plan as it will apply to
us after the reorganization transaction. You should read the text of the option
plan, which we have filed as an exhibit to the registration statement of which
this prospectus is a part, for a full statement of the terms and provisions of
the option plan.

The board of directors administers the plan and may grant options under the
plan to selected key executives or employees to purchase up to an aggregate
total of shares of common stock, subject to adjustment if particular
capital changes affect the common stock, as described below. An option permits,
but does not require, the participant to purchase up to a particular number of
shares of common stock, by exercising the option, at a price fixed by the board
of directors when the option is granted, during a specified period of time
following grant of the option if particular conditions are satisfied. Those
conditions may relate to one or more of the following: (1) the passage of a
specified period of time, (2) our achievement of particular performance goals or
(3) the fulfillment of other specified conditions. In the event of a sale of our
company, the board of directors may, in its discretion under the plan, notify
plan participants that any or all options outstanding under the plan will (1)
become immediately vested and, if not exercised, will terminate on the date of
the sale of the company or another date designated by the board of directors, or
(2) become a right to receive consideration that the board of directors deems
equitable in the circumstances based on the difference between the consideration
to be received in connection with such sale of the business and the exercise
price of the options. For purposes of the option plan, a sale of the company
generally means any transaction or series of transactions which results,
directly or indirectly, in (1) the sale of all or substantially all of the
company's and its subsidiaries' assets to persons other than Harvest Partners,
Inc. or its affiliates or (2) a sale or transfer of a majority of our
outstanding voting securities or the outstanding voting securities of GEEG
Acquisition Holdings Corp. to persons other than Harvest Partners, Inc. or its
affiliates.

The exercise price of options is payable by option holders in cash.

Option holders may not transfer their options under the option plan.
However, if an option holder becomes disabled or dies, that option holder's
options may be exercised by the legal representative of the option holder or of
his or her estate, or by the laws of descent and distribution. An option holder
may exercise his or her option under the option plan within 90 days after his or
her employment with the company or any of our subsidiaries terminates, or, if
such termination of employment is due to the option holder's death, the option
may be exercised within 180 days after his or her death. However, the option may
only be exercised after the option holder's employment terminates to the extent
that it is vested on the date of termination, and an option cannot be exercised
after its stated expiration date.

In the event of particular changes in our capital structure, such as a
recapitalization, reorganization, consolidation, merger, asset sale, unit or
stock dividend or split or other change in our common stock, we may make certain
changes to the option plan or options granted under the plan. If the particular
change in our capital structure results in holders of common stock becoming
entitled to receive units, stock, securities or assets in respect of their
common stock, options under the option plan may only be exercised for those
units, shares of stock, securities or assets, including cash, that would be
issued or paid in respect of the number and class of shares of common stock
subject to the options prior to that change in our capital structure. The board
of directors may terminate options outstanding under the plan in the event of a
change in our capital structure described in the preceding sentence, subject to
payment to the holders of those options of the consideration that the board of
directors deems equitable in the circumstances. The board of directors may, as
it determines to be appropriate and equitable, adjust (1) the number and type of
units or shares or other consideration as to which options may be granted under
the option plan, (2) the number and type of units or shares covered by
outstanding options, (3) the exercise prices of outstanding options and (4)
other provisions of the plan specifying a number of units or shares, to prevent
dilution or

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enlargement of rights under the plan or outstanding options in the event of
particular changes in our capital structure specified in the plan.

To date, options to purchase shares of common stock have been granted
under the option plan, and no options have been exercised under the plan. We
have the right under the option plan to repurchase common stock issued to an
option holder upon any exercise of his or her options under the plan if the
option holder's employment terminates, and, if the termination is due to the
option holder's death or disability, the option holder or his or her executor or
administrator can require us to repurchase his or her shares of common stock
that are not otherwise repurchased by us according to the terms of the plan.
These repurchase rights will terminate upon the closing of this offering. The
option plan restricts the transferability of shares of common stock purchased
under the option plan; however, the option plan permits the board of directors
to waive these restrictions and, in any event, permits option holders to
transfer their shares of common stock in public sales beginning two years after
this offering. If requested by Harvest Partners, Inc., option plan participants
will be deemed to have agreed to vote any shares of common stock purchased under
their options in favor of any sale of the business, as defined in the plan, and
to sell those shares in connection with that sale of the business.

The board of directors may amend or terminate the option plan, subject to
particular limitations specified in the plan. No options may be granted under
the plan after August 1, 2010.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of our common stock on a pro forma basis to give effect to the
reorganization transaction both immediately before and immediately following
this offering by:

- each person that we know will own beneficially more than five percent, in
the aggregate, of the outstanding shares of our common stock;

- our directors and our named executive officers; and

- all executive officers and directors as a group.

The information in this table is based upon the beneficial ownership of
equity interests in GEEG Holdings, L.L.C. as of 2001, and gives
effect to the exchange of these interests for shares of our common stock in
connection with the reorganization transaction, assuming an initial public
offering price of $ (the mid-point of the range set forth on the cover
of this prospectus). The shares that we expect to be outstanding
immediately following the completion of this offering does not take into account
the exercise of the overallotment option by the underwriters. We determined
beneficial ownership in accordance with the rules of the SEC, which generally
require inclusion of shares over which a person has voting or investment power.
Share ownership in each case includes shares issuable upon exercise of
outstanding options that are exercisable within 60 days. Except as otherwise
indicated, the address for each of the named individuals is c/o Global Power
Equipment Group Inc., 6120 South Yale, Suite 1480, Tulsa, Oklahoma 74136.

PERCENTAGE OWNED
NUMBER -------------------------------------------
OF BEFORE THIS AFTER THIS
NAME OF BENEFICIAL OWNER SHARES OFFERING OFFERING
------------------------ ------ -------------------- -------------------

Harvest Partners, Inc.(1)..............................
280 Park Avenue, 33rd Floor
New York, New York 10017
Saw Mill Capital L.L.C.(2).............................
Pleasantville Road, South Building, Suite 220
Briarcliff Manor, New York 10510
Q.P.O.N. Beteiligungs GmbH.............................
c/o Harvest Partners, Inc.
280 Park Avenue, 33rd Floor
New York, New York 10017
PPM America Private Equity Fund, L.P...................
c/o Harvest Partners, Inc.
280 Park Avenue, 33rd Floor
New York, New York 10017
Credit Suisse First Boston Corporation(3)..............
Eleven Madison Avenue
New York, New York 10010
Larry Edwards(4).......................................
Stephen Eisenstein(5)..................................
Michael Hackner(6).....................................
Ira Kleinman(7)........................................
Gary Obermiller(8).....................................
Gene Schockemoehl(9)...................................
Bengt Sohlen........................................... *
Howard Unger(10).......................................
James Wilson(11).......................................
All executive officers and directors as a group (9
persons)(12).........................................

---------------
* Less than 1%.

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(1) Includes shares of common stock owned by Harvest Partners III,
LP, and shares of common stock owned by Harvest Partners III,
GbR, both of which are affiliates of Harvest Partners, Inc.

(2) Includes shares of common stock owned by SMC Power Holdings,
L.L.C., and shares of common stock held by Saw Mill Investments, L.L.C.,
both of which are affiliates of Saw Mill Capital L.L.C.

(3) Includes shares of common stock owned by DLJ Capital Funding,
Inc., and shares of common stock owned by Donaldson, Lufkin &
Jenrette Securities Corp., both of which are affiliates of Credit Suisse
First Boston Corporation, which is one of the underwriters of this
offering.

(4) Includes options to purchase shares of common stock.

(5) Includes shares of common stock owned by Harvest Partners III,
LP, and shares of common stock owned by Harvest Partners III,
GbR, both of which are affiliates of Harvest Partners, Inc., for which Mr.
Eisenstein serves as a general partner. Mr. Eisenstein disclaims beneficial
ownership of these shares.

(6) Includes options to purchase shares of common stock.

(7) Includes shares of common stock owned by Harvest Partners III,
LP, and shares of common stock held by Harvest Partners III, GbR,
both of which are affiliates of Harvest Partners, Inc. for which Mr.
Kleinman serves as a general partner. Mr. Kleinman disclaims beneficial
ownership of these shares.

(8) Includes options to purchase shares of common stock.

(9) Includes options to purchase shares of common stock.

(10) Includes shares of common stock owned by SMC Power Holdings,
L.L.C., and shares of common stock held by Saw Mill Investments,
L.L.C., both of which are affiliates of Saw Mill Capital L.L.C. Mr. Unger
serves as managing partner of Saw Mill Capital L.L.C. Mr. Unger disclaims
beneficial ownership of these shares.

(11) Includes options to purchase shares of common stock.

(12) Includes options to purchase shares of common stock.

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CERTAIN TRANSACTIONS

THE AUGUST 2000 RECAPITALIZATION

In connection with the August 2000 recapitalization, we paid existing
investors in GEEG Holdings, L.L.C. approximately $233 million for certain of
their equity interests and officers, directors and employees of GEEG Holdings,
L.L.C. approximately $38.1 million in consideration for cancellation of options.
For additional information regarding the August 2000 recapitalization, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview." A portion of the financing for the August 2000
recapitalization was provided by affiliates of Credit Suisse First Boston
Corporation and Deutsche Banc Alex. Brown Inc. See "Underwriting."

HARVEST MANAGEMENT AGREEMENT

In connection with the August 2000 recapitalization, GEEG Holdings, L.L.C.
entered into a management agreement with Harvest Partners, Inc. which will be
amended and assumed by us immediately prior to completion of this offering.
Under the amended agreement, Harvest Partners, Inc. will provide us with
financial advisory and strategic planning services. In exchange for its services
to GEEG Holdings, L.L.C., Harvest Partners, Inc. received in August 2000 a one
time fee of $5.0 million for services rendered in connection with the
recapitalization. In addition, GEEG Holdings, L.L.C. paid Harvest Partners, Inc.
fees and reimbursed expenses aggregating $420,000 in 2000 and $400,000 in
February 2001. Under the amended management agreement, Harvest Partners, Inc.
will receive an annual management fee of $1.25 million, payable semi-annually in
advance beginning on August 1, 2001. In addition, under the amended agreement,
Harvest Partners, Inc. will receive a one-time payment of $500,000 in connection
with the refinancing of our senior credit facility and will have the right to
receive a transaction fee in an amount equal to 2% of the transaction amount or
net proceeds received in connection with a business combination, private stock
placements, debt financing, asset sale or acquisition by or involving us or any
of our subsidiaries. Harvest Partners, Inc. will not receive a transaction fee
in connection with this offering. We will also reimburse Harvest Partners, Inc.
for all reasonable out-of-pocket expenses related to the services it provides.
Stephen Eisenstein, who is one of our directors and a director of GEEG Holdings,
L.L.C., has been a general partner of Harvest Partners, Inc. since 1999. Ira
Kleinman, who is a director of GEEG Holdings, L.L.C. and who will be a member of
our board of directors at the completion of this offering, has been a general
partner of Harvest Partners, Inc. since 1992. For information regarding Harvest
Partners, Inc.'s equity ownership of GEEG Holdings, L.L.C., see "Principal
Stockholders."

SAW MILL MANAGEMENT AGREEMENT

In connection with the August 2000 recapitalization, GEEG Holdings, L.L.C.
(1) terminated an existing management agreement with Saw Mill Capital L.L.C. and
paid it $550,000 and (2) entered into a new management agreement with Saw Mill
Capital L.L.C. which will be terminated immediately prior to the completion of
this offering. Under this agreement, GEEG Holdings, L.L.C. paid Saw Mill Capital
L.L.C. fees and reimbursed expenses aggregating $233,864 in 2000 and $75,000 in
February 2001. After completion of this offering and the reorganization
transaction, we will pay Saw Mill Capital L.L.C. the sum of $278,711 for
termination of the existing management agreement. Howard Unger, who is a
director of GEEG Holdings, L.L.C. and who will be a member of our board of
directors at the completion of this offering, founded Saw Mill Capital L.L.C. in
1998 and has served as its managing partner since that time. For information
regarding Saw Mill Capital L.L.C.'s equity ownership of GEEG Holdings, L.L.C.,
see "Principal Stockholders."

EQUITYHOLDERS AND REGISTRATION RIGHTS AGREEMENT

Upon the completion of the August 2000 recapitalization, GEEG Holdings,
L.L.C. and all of its direct and indirect equityholders, including Harvest
Partners, Inc., on behalf of the limited partnerships which are stockholders of
GEEG Acquisition Holdings Corp., and Saw Mill Capital L.L.C., entered into
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an equityholders agreement. Under this agreement, GEEG Holdings, L.L.C. agrees
to use its reasonable efforts to register an equityholder's common equity (1) at
any time if requested by Harvest Partners, Inc. or (2) at any time after 18
months from the date of its initial public offering if requested by Saw Mill
Capital L.L.C. or the holders of 25% of the common equity issued in connection
with the senior subordinated loan. If GEEG Holdings, L.L.C. proposes to register
a public offering of any of its securities under the Securities Act, either for
its own account after this offering or for the account of other security holders
exercising registration rights at any time, the parties to the equityholders
agreement are entitled to notice of the registration and are entitled to include
securities in the registration. After completion of this offering and the
reorganization transaction, the equityholders agreement will terminate and we
will enter into a registration rights agreement with the former members of GEEG
Holdings, L.L.C. containing substantially the same registration rights as
described above.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of the material provisions of our certificate of
incorporation as it will be amended immediately prior to the closing of the
offering made by this prospectus. A copy of our certificate of incorporation and
the form of amendment to be filed prior to the closing of the offering being
made by this prospectus are filed as exhibits to the registration statement of
which this prospectus is a part. Our capital stock will consist of (1)
authorized shares of common stock, $ par value per share, of which
will be outstanding based on the number of preferred and common units
of GEEG Holdings, L.L.C. outstanding immediately prior to the completion of this
offering and (2) authorized shares of preferred stock, $ par value per
share, of which no shares will be outstanding.

COMMON STOCK

The holders of our common stock will be entitled to one vote for each share
held on all matters voted upon by stockholders, including the election of
directors and any proposed amendment to the certificate of incorporation. The
holders of our common stock will not have cumulative voting rights and therefore
holders of a majority of the shares voting for the election of directors will be
able to elect all of the directors. In this event, the holders of the remaining
shares will not be able to elect any directors. The holders of our common stock
will be entitled to any dividends as may be declared at the discretion of our
board of directors out of funds legally available for that purpose. The holders
of our common stock will be entitled to share ratably in our net assets upon
liquidation after payment or provision for all liabilities and the preferential
amounts owing with respect to any outstanding preferred stock. All shares of
common stock will be fully paid and non-assessable.

PREFERRED STOCK

Our board of directors has the authority to issue preferred stock in one or
more series and to fix the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued shares of undesignated preferred
stock and to fix the number of shares constituting any series and the
designations of that series, without any further vote or action by the
stockholders. Our board of directors, without stockholder approval, can issue
preferred stock with voting and conversion rights which could adversely affect
the voting power of the holders of common stock. The issuance of preferred stock
may have the effect of delaying, deferring or preventing a change in control of
our company, or could delay or prevent a transaction that might otherwise give
our stockholders an opportunity to realize a premium over the then prevailing
market price of our common stock.

PROVISIONS IN CERTIFICATE OF INCORPORATION AND BY-LAWS

Anti-Takeover Effects of Provisions of the Certificate of Incorporation,
Bylaws and Delaware Law

Certificate of Incorporation and Bylaws

We have provisions in our certificate of incorporation and bylaws that:

- provide that all directors will be part of a classified board of
directors that results in only approximately one-third of our directors
within the classified board being elected at each annual meeting of
stockholders;

- require approval of at least 35% of our stockholders in order to call a
special meeting of stockholders or bring matters before a special meeting
of stockholders;

- eliminate the ability of our stockholders to act by written consent;

- require stockholders to give us advance notice of their intent to
nominate directors or bring matters before an annual meeting of
stockholders; and

- permit the board of directors to create one or more series of preferred
stock and to issue the shares thereof.

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These provisions could adversely affect the rights of the holders of common
stock by delaying, deferring or preventing a change in control or the removal of
the incumbent board of directors. These provisions are intended to enhance the
likelihood of continuity and stability in the composition of the board of
directors and in the policies formulated by the board of directors and to
discourage any types of transactions that may involve an actual or threatened
change of control. These provisions are designed to reduce our vulnerability to
an unsolicited acquisition proposal and to discourage tactics that may be used
in proxy fights. However, these provisions could have the effect of discouraging
others from making tender offers for our shares and, as a consequence, they also
may inhibit fluctuations in the market price of our shares that could result
from actual or rumored takeover attempts. These provisions also may have the
effect of preventing changes in our management.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the Delaware General Corporation Law,
which, subject to specific exceptions, prohibits a publicly held Delaware
corporation from engaging in any "business combination" with any "interested
stockholder" for a period of three years following the date that the stockholder
became an interested stockholder, unless:

- prior to that date, the board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming
an interested stockholder;

- upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned by directors, officers
and specific employee stock plans; or

- on or after that date, the business combination is approved by the board
of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder.

Section 203 defines "business combination" to include:

- any merger or consolidation involving the corporation and the interested
stockholder;

- any sale, transfer, pledge or other disposition of 10% or more of our
assets involving the interested stockholder;

- subject to limited exceptions, any transaction that results in the
issuance or transfer by us of any of our stock to the interested
stockholder;

- any transaction involving us that has the effect of increasing the
proportionate share of the stock of any class or series beneficially
owned by the interested stockholder; and

- the receipt by the "interested stockholder" of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.

In general, Section 203 defines an interested stockholder as an entity or
person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by that entity or
person.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our certificate of incorporation limits the liability of our directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law.

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LISTING

We will apply to have our common stock listed on the New York Stock
Exchange under the trading symbol "GEG."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is .

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SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has been no public market for our common stock.
The sale or availability for sale of substantial amounts of common stock in the
public market after this offering, or the perception that these types of sales
could occur, could adversely affect market prices prevailing from time to time.
Sales of substantial amounts of common stock in the public market after this
offering could also adversely affect our ability to raise equity capital in the
future.

After this offering, we will have shares of common stock
outstanding assuming no exercise of outstanding options. Of these shares,
shares of common stock sold in this offering will be freely tradable without
restriction under the Securities Act, unless purchased by our "affiliates" as
that term is defined in Rule 144 promulgated under the Securities Act.

Shares held by our affiliates and the remaining shares of common stock held
by existing stockholders are "restricted securities" under Rule 144 of the
Securities Act of 1933, as amended. Generally, restricted securities that have
been owned for two years may be sold immediately after the completion of this
offering and restricted securities that have been owned for at least one year
may be sold 90 days after completion of this offering subject to compliance with
the volume and other limitations of Rule 144, which are summarized below.

The following table illustrates the shares eligible for sale in the public
market, subject to the lock-up agreements described below and in "Underwriting."

NUMBER OF SHARES DATE
---------------- ----

Upon the date of this prospectus subject, in some cases, to
volume and manner of sale limitations under Rule 144.
After 90 days from the date of this prospectus.
After 180 days from the date of this prospectus subject, in
some cases, to volume and manner of sale limitations under
Rule 144.
At various times after 180 days after the date of this
prospectus on expiration of applicable one year holding
periods, subject to volume and manner of sale limitations
under Rule 144.

RULE 144

In general, under Rule 144 as currently in effect, beginning 90 days after
this offering, a person who has beneficially owned "restricted securities" for
at least one year is entitled to sell within any three-month period a number of
shares that does not exceed the greater of 1% of our then-outstanding shares of
common stock or the average weekly trading volume of our common stock on the New
York Stock Exchange during the four calendar weeks preceding the filing of a
notice of the sale on Form 144. Sales under Rule 144 are also subject to manner
of sale provisions, notice requirements and the availability of current public
information about us. A person who is not deemed to have been one of our
affiliates at any time during the three months preceding a sale, and who has
beneficially owned "restricted securities" for at least two years would be
entitled to sell the shares under Rule 144(k) without regard to the volume
limitations, manner of sale provisions, public information requirements or
notice requirements. Therefore, unless otherwise restricted, shares eligible for
sale under Rule 144(k) may be sold immediately upon completion of this offering.

RULE 701

Our employees, directors, officers, consultants or advisers who purchased
common stock from us under written compensatory benefit plans or written
contracts relating to the compensation of these persons prior to the date we
became subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, may rely on Rule 701 with respect to the resale of that stock.
Rule 701 will also apply to stock options we granted before we became subject to
the reporting requirements of the Exchange Act,

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along with the shares acquired upon exercise of the options, including exercises
after the date of this prospectus. Shares of common stock we issued in reliance
on Rule 701 are restricted securities and, subject to the contractual
restrictions described above, persons other than affiliates may sell those
shares, subject only to the manner of sale provisions of Rule 144. Persons who
are affiliates under Rule 144 may sell those shares without compliance with its
minimum holding period requirements. All holders of Rule 701 shares must wait
until 90 days after the date of this prospectus before selling their shares.

REGISTRATION RIGHTS

The holders of the shares of common stock outstanding before the closing of
this offering will be entitled to registration rights under a registration
rights agreement that we will enter into as part of the reorganization
transaction. These rights, which will relate to approximately shares of
common stock, will require us to use our reasonable efforts to register a
holder's common stock (1) at any time if requested by Harvest Partners, Inc. or
(2) at any time after 18 months from the date of this offering if requested by
Saw Mill Capital L.L.C. or the holders of 25% of the common stock issued to
holders of our senior subordinated debt. If we propose to register a public
offering of any of our securities under the Securities Act, either for our own
account after this offering or for the account of other security holders
exercising registration rights at any time, the parties to the registration
rights agreement will be entitled to notice of such registration and will be
entitled to include shares of such common stock in the registration. The number
of shares sold in the public market could increase if these rights are
exercised.

STOCK OPTIONS

Following the completion of this offering, we intend to file a registration
statement on Form S-8 under the Securities Act covering shares of common stock
issued or reserved for issuance under our stock option plan. The registration
statement will become effective automatically upon filing. As of ,
2001, options to purchase shares of common stock were issued and
outstanding, all of which options will fully vest upon completion of this
offering. Accordingly, shares registered under the registration statement will,
subject to vesting provisions and Rule 144 volume limitations applicable to our
affiliates, be available for sale in the open market immediately after the
180-day lock-up agreements expire.

LOCK-UP AGREEMENTS

Our company, all of our officers and directors and holders of substantially
all of our equity interests have entered into contractual "lock-up" agreements
providing that they will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any shares of common stock or securities
convertible into or exchangeable or exercisable for any shares of our common
stock, enter into a transaction that would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of our common stock whether any of these
transactions are to be settled by delivery of our common stock or other
securities, in cash or otherwise, or publicly disclose the intention to make any
offer, sale, pledge or disposition, or to enter into any transaction, swap,
hedge or other arrangement, without, in each case, the prior written consent of
Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. for a
period of 180 days after the date of this prospectus. As a result of these
restrictions, notwithstanding possible earlier eligibility for sale under the
provisions of Rule 144, shares subject to lock-up agreements will not be salable
until the agreements expire.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-UNITED STATES HOLDERS OF COMMON STOCK

The following is a general discussion of material U.S. federal tax
consequences relating to the ownership and disposition of common stock by a
Non-U.S. Holder. A "Non-U.S. Holder" is a foreign corporation, a nonresident
alien individual, a foreign partnership, any foreign estate or trust, or a
foreign branch of a U.S. person that furnishes an intermediary withholding
certificate identifying it as an intermediary of a foreign person or payee, as
these terms are defined in the Internal Revenue Code of 1986, as amended. The
following discussion is based on (1) the Internal Revenue Code, (2) the U.S.
Treasury Regulations issued under the Internal Revenue Code and (3)
administrative and judicial interpretations of the Internal Revenue Code and
Treasury Regulations, each as in effect and available on the date of this
prospectus. The Internal Revenue Code, Treasury Regulations, and
interpretations, however, may change at any time, and any change could be
retroactive to the date of this prospectus.

We do not address all of the tax consequences that may be relevant to a
holder of common stock. Except as specifically noted, this description addresses
only U.S. federal tax considerations to Non-U.S. Holders that are initial
purchasers of common stock and that will hold common stock as capital assets, as
defined in the Internal Revenue Code. We do not address any tax consequences to:

- holders of common stock that may be subject to special tax treatment such
as financial institutions, real estate investment trusts, tax-exempt
organizations, regulated investment companies, insurance companies, and
brokers and dealers or traders in securities or currencies;

- persons who acquired common stock through an exercise of employee stock
options or rights or otherwise as compensation;

- persons whose functional currency is not the U.S. dollar; and

- persons that hold or will hold common stock as part of a position in a
straddle or as part of a hedging or conversion transaction.

Further, we do not address any state, local or foreign tax consequences
relating to the ownership and disposition of common stock.

If a partnership holds common stock, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. Partners in a partnership holding common stock should consult with
their own tax advisors.

PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS
REGARDING THE U.S. FEDERAL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND
DISPOSITION OF THE COMMON STOCK AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR
FOREIGN TAX LAWS.

DISTRIBUTIONS

Generally, dividends paid to a Non-U.S. Holder will be subject to
withholding tax at a 30% rate or whatever lower rate as may be specified by an
applicable tax treaty. A Non-U.S. Holder must file the appropriate forms to
obtain the benefit of an applicable tax treaty. In general, a Non-U.S. Holder
that is eligible for a reduced rate of United States withholding tax under an
income tax treaty may obtain a refund of any excess amounts withheld by filing
appropriate claim for a refund with the United States Internal Revenue Service.

Except as may be otherwise provided in an applicable tax treaty, a Non-U.S.
Holder will be taxed at ordinary federal income tax rates, on a net income
basis, on dividends that are effectively connected with the conduct of a trade
or business of that Non-U.S. Holder within the United States and these dividends
will not be subject to the withholding tax described above. If the Non-U.S.
Holder is a foreign corporation, it may also be subject to a branch profits tax
at a 30 percent rate unless it qualifies for a lower rate under an applicable
tax treaty. Non-U.S. Holders are required to file prescribed forms with the

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withholding agent in order to establish exemption from withholding based on
income being effectively connected with a U.S. trade or business.

SALE OR EXCHANGE OF COMMON SHARES

Generally, a Non-U.S. Holder will not be subject to U.S. federal income tax
on any gain realized on the sale or exchange of our common stock unless:

- the gain is effectively connected with a trade or business conducted by
the Non-U.S. Holder within the United States, in which case, the branch
profits tax described above under "Distributions" may also apply if the
holder is a foreign corporation;

- the Non-U.S. Holder is an individual who is present in the United States
for 183 days or more in the taxable year of the sale or exchange and
meets other necessary conditions;

- the Non-U.S. Holder is subject to tax under the provisions of the U.S.
federal tax law applicable to some U.S. expatriates; or

- we are or have been during some periods a "U.S. real property holding
corporation" for federal income tax purposes and, assuming the common
stock is "regularly traded on an established securities market" for tax
purposes, the Non-U.S. Holder held, directly or indirectly, at any time
during the five-year period on the date of the disposition, or any
shorter period that shares were held, more than 5% of our common stock.
We believe that we will not be treated as a U.S. real property holding
corporation.

FEDERAL ESTATE TAXES

Unless an applicable estate tax treaty provides otherwise, common stock
that is held by an individual who at the time of death is not a citizen or
resident of the United States generally will be included in the individual's
gross estate for U.S. federal estate tax purposes and may be subject to estate
tax.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING REQUIREMENTS

Under the United States information reporting rules, when a holder of
common stock receives dividends or proceeds from the sale of common stock, the
appropriate intermediary must report to the Internal Revenue Service and to the
holder the amount of the dividends or sale proceeds. Some holders, including all
corporations, are exempt from these rules.

In addition, a nonexempt holder must provide the intermediary with certain
identifying information. If this information is not supplied, or if the
intermediary knows or has reason to know that it is not true, dividends or sale
proceeds are subject to "backup withholding" at a rate of 31%. Backup
withholding is not an additional tax, and the holder may use the tax as a credit
against the tax it otherwise owes.

Generally, dividends paid to holders outside the United States that are
subject to the 30% or treaty-reduced rate of withholding tax will be exempt from
backup withholding tax. However, payments within the United States are subject
to both backup withholding and information reporting unless the holder certifies
under penalties of perjury to the payor or in the manner required as to its
non-United States person status or otherwise establishes an exemption.

If any dividend payment is made to a beneficial owner of our common stock
by the foreign office of a foreign custodian, foreign nominee or other foreign
agent of a beneficial owner, or the foreign office of a foreign "broker", as
defined in applicable Treasury Regulations, pays the proceeds of the sale of our
common stock to the seller thereof, backup withholding and information reporting
will not apply, provided that the nominee, custodian, agent or broker (1)
derives less than 50% of its gross income for specific

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periods from the conduct of trade or businesses in the United States, (2) is not
a controlled foreign corporation, and (3) is not a foreign partnership:

- one or more of the partners of which, at any time during its tax year, is
a U.S. person who, in the aggregate, holds more than 50% of the income or
capital interest in the partnership; or

- which, at any time during its tax year, is engaged in the conduct of
trade or business in the United States.

Moreover, any dividends on common stock so made by the foreign offices of
other custodians, nominees or agents, or the payment by the foreign office of
other brokers of the proceeds of the sale of common stock will not be subject to
a backup withholding, unless the payor has actual knowledge that the payee is a
United States person, but will be subject to information reporting unless the
custodian, nominee, agent or broker had documentary evidence in its records that
the beneficial owner is not a United States person and specific conditions are
met, or the beneficial owner otherwise establishes an exemption.

Prospective investors are urged to consult their tax advisors concerning
information reporting and backup withholding.

THE ABOVE DESCRIPTION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF
ALL TAX CONSEQUENCES TO A NON-U.S. HOLDER RELATING TO THE OWNERSHIP AND
DISPOSITION OF COMMON STOCK. PROSPECTIVE PURCHASERS OF COMMON STOCK ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX
LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES WHICH MAY
ARISE UNDER THE LAWS OF ANY FOREIGN, STATE, LOCAL OR OTHER TAXING JURISDICTION.

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UNDERWRITING

Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. are
acting as joint bookrunning managers of the offering and, together with Deutsche
Banc Alex. Brown Inc., are acting as representatives of the underwriters named
below. Under the terms and subject to the conditions contained in an
underwriting agreement dated , 2001 we have agreed to sell to the
underwriters named below, the following respective numbers of shares of common
stock:

UNDERWRITER NUMBER OF SHARES
----------- ----------------

Credit Suisse First Boston Corporation......................
Salomon Smith Barney Inc. ..................................
Deutsche Banc Alex. Brown Inc. .............................
--------
Total.............................................
========

The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults the
purchase commitments of non-defaulting underwriters may be increased or the
offering may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to additional shares at the initial public offering
price less the underwriting discounts and commissions. The option may be
exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a selling concession of $ per share. The
underwriters and selling group members may allow a discount of $ per share
on sales to other broker/dealers. After the initial public offering, the
representatives may change the public offering price and concession and discount
to broker/dealers.

The following table summarizes the compensation and estimated expenses we
will pay:

UNDERWRITING DISCOUNTS AND
COMMISSIONS EXPENSES
---------------------------------- ----------------------------------
NO EXERCISE OF FULL EXERCISE OF NO EXERCISE OF FULL EXERCISE OF
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- ---------------- -------------- ----------------

Per share..................
Total......................

We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, or publicly
disclose the intention to make any offer, sale, pledge, disposition or filing,
without the prior written consent of Credit Suisse First Boston Corporation and
Salomon Smith Barney Inc. for a period of 180 days after the date of this
prospectus, except issuances pursuant to the exercise of employee stock options
outstanding on the date hereof.

Our officers and directors and holders of substantially all of our equity
securities have agreed that they will not offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, any shares of our common stock
or securities convertible into or exchangeable or exercisable for any shares of
our common stock, enter into a transaction that would have the same effect, or
enter into any swap, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of our common stock whether
any of these transactions are to be settled by delivery of our common stock or
other securities, in cash or otherwise, or publicly disclose the intention to
make any offer, sale, pledge or disposition, or to enter into any transaction,
swap, hedge or other arrangement, without, in each case, the prior written
consent of Credit Suisse First Boston Corporation and Salomon Smith Barney Inc.
for a period of 180 days after the date of this prospectus.

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61

The underwriters have reserved for sale at the initial public offering
price up to shares of the common stock for employees, directors and
other persons associated with us who have expressed an interest in purchasing
common stock in this offering. The number of shares available for sale to the
general public in this offering will be reduced to the extent these persons
purchase the reserved shares. Any reserved shares not so purchased will be
offered by the underwriters to the general public on the same terms as the other
shares.

We have agreed to indemnify the underwriters against liabilities, under the
Securities Act, or to contribute to payments that the underwriters may be
required to make in that respect, including liabilities in connection with the
sales of the directed shares.

We will apply to list our shares of common stock on the New York Stock
Exchange under the symbol "GEG." The underwriters have undertaken to sell shares
of common stock to a minimum of 2,000 beneficial owners in lots of 100 or more
shares to meet the New York Stock Exchange distribution requirements for
trading.

Prior to this offering there has been no public market for our common
stock. Consequently, the initial public offering price for the shares will be
determined by negotiations between us and the representatives. Among the factors
to be considered in determining the initial public offering price is our record
of operations, our current financial condition, our future prospects, our
markets, the economic conditions in and future prospects for the industry in
which we compete, our management, and currently prevailing general conditions in
the equity securities markets, including current market valuations of publicly
traded companies we consider comparable to us. There can be no assurance,
however, that the prices at which our shares will sell in the public market
after this offering will not be lower than the price at which our shares are
sold by the underwriters or that an active trading market in our common stock
will develop and continue after this offering.

In connection with this offering the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

- Over-allotment involves sales by the underwriters of shares in excess of
the number of shares the underwriters are obligated to purchase, which
creates a syndicated short position. The short position may be either a
covered short position or a naked short position. In a covered short
position, the number of shares over-allotted by the underwriters is not
greater than the number of shares that they may purchase in the
over-allotment option. In a naked short position, the number of shares
involved is greater than the number of shares in the over-allotment
option. The underwriters may close out any short position by either
exercising their over-allotment option and/or purchasing shares in the
open market.

- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of shares to
close out the short position, the underwriters will consider, among other
things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
over-allotment option. If the underwriters sell more shares than could be
covered by the over-allotment option, a naked short position, the
position can only be closed out by buying shares in the open market. A
naked short position is more likely to be created if the underwriters are
concerned that there could be downward pressure on the price of the
shares in the open market after pricing that could adversely affect
investors who purchase in the offering.

- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by the
syndicate member is purchased in a stabilizing or syndicate covering
transaction to cover syndicate short positions.

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These stabilizing transactions, syndicate covering transactions and penalty
bids may have the effect of raising or maintaining the market price of our
common stock or preventing or retarding a decline in the market price of our
common stock. As a result the price of our common stock may be higher than the
price that might otherwise exist in the open market. These transactions may be
effected on The New York Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.

A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the underwriters that will make internet distributions on the same
basis as other allocations. Credit Suisse First Boston Corporation may effect an
on-line distribution through its affiliate, CSFBdirect Inc., an on-line broker
dealer, as a selling group member.

The representatives have performed investment banking and advisory services
for us from time to time for which they have received customary fees and
expenses. The representatives may, from time to time, engage in transactions
with and perform services for us in the ordinary course of their business.
Giving effect to the reorganization transaction as described under "Management's
Discussion and Analysis of Financial Condition and Results of Operations -- The
Reorganization Transaction," affiliates of Credit Suisse First Boston
Corporation will own approximately shares of our common stock, or
approximately % of the outstanding shares following this offering and
affiliates of Deutsche Banc Alex. Brown Inc. will own approximately
shares of our common stock, or approximately % of the outstanding
shares following this offering. Several banks affiliated with the underwriters
participating in this offering are lenders under our senior credit facility and
our senior subordinated loan agreement. Affiliates of Credit Suisse First Boston
Corporation are lenders and syndication agent under our existing senior credit
facility and our senior subordinated loan agreement and will receive a portion
of the proceeds of this offering from the repayment of those facilities. In
addition, an affiliate of Deutsche Banc Alex. Brown Inc. is a lender and
administrative agent under our existing senior credit facility and will receive
a portion of the proceeds of this offering from the repayment of that facility.
We are currently in compliance with the terms of the indebtedness owed by us to
banks affiliated with the underwriters. The decision of the underwriters to
distribute our common stock was made independently of the banks affiliated with
those underwriters, which banks had no involvement in determining whether or
when we would sell our common stock or the terms of the offering.

Because affiliates of Credit Suisse First Boston Corporation and Deutsche
Banc Alex. Brown Inc. hold substantial amounts of our debt and will receive more
than 10% of the net proceeds of the offering through repayment of this debt,
those underwriters may be deemed to have a "conflict of interest" with us under
Rule 2720 of the National Association of Securities Dealers, Inc. When a NASD
member with a conflict of interest participates as an underwriter in an initial
public offering, Rule 2720 requires that the initial public offering price may
be no higher than that recommended by a "qualified independent underwriter," as
defined by NASD. In accordance with this rule, Salomon Smith Barney Inc. has
assumed the responsibilities of acting as a qualified independent underwriter.
In its role as a qualified independent underwriter, Salomon Smith Barney Inc.
has performed a due diligence investigation and participated in the preparation
of the registration statement of which this prospectus is a part. Salomon Smith
Barney Inc. will not receive any additional fees for serving as qualified
independent underwriter in connection with this offering. We have agreed to
indemnify Salomon Smith Barney Inc. against liabilities incurred in connection
with acting as a qualified independent underwriter, including liabilities under
the Securities Act.

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NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are made. Any resale of the common stock in Canada must
be made under applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made under available
statutory exemptions or under a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Purchasers are advised to
seek legal advise prior to any resale of the common stock.

REPRESENTATIONS OF PURCHASERS

By purchasing common stock in Canada and accepting a purchase confirmation,
a purchaser is representing to us and the dealer from whom the purchase
confirmation is received that

- the purchaser is entitled under applicable provincial securities laws to
purchase the common stock without the benefit of a prospectus qualified
under those securities laws;

- where required by law, that the purchaser is purchasing as principal and
not as agent; and

- the purchaser has reviewed the text above under Resale Restrictions.

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets and of the
issuer and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the issuer or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such issuer
or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that the purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by the purchaser pursuant to this offering. The report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one report must
be filed for common stock acquired on the same date and under the same
prospectus exemption.

TAXATION AND ELIGIBILITY OR INVESTMENT

Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and about the eligibility of the common
stock for investment by the purchaser under relevant Canadian legislation.

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LEGAL MATTERS

The validity of the issuance of securities offered by this prospectus and
tax matters will be passed upon for us by White & Case LLP, New York, New York.
Various legal matters related to this offering will be passed upon for the
underwriters by Cravath, Swaine & Moore, New York, New York.

EXPERTS

The consolidated financial statements and schedules included in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 with
respect to the shares offered by this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For further information
about us and our shares, you should refer to the registration statement. With
respect to any contract, agreement or other document filed as an exhibit to the
registration statement, we refer you to the exhibit for a more complete
description of the matter involved.

You may read and copy all or any portion of the registration statement or
any reports, statements or other information in the files at the public
reference facilities of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the SEC located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of
these documents upon payment of a duplicating fee by writing to the SEC. You may
call the SEC at 1-800-SEC-0330 for further information on the operation of its
public reference rooms. Our filings, including the registration statement, will
also be available to you on the Internet site maintained by the SEC at
http://www.sec.gov.

As a result of this offering, we will become subject to the full
informational requirements of the Securities Exchange Act of 1934, and will file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You can request copies of these documents, for a copying fee, by
writing to the SEC. We intend to furnish our stockholders with annual reports
containing financial statements audited by our independent auditors.

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GEEG HOLDINGS, L.L.C.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
Report of Independent Public Accountants.................... F-2
Consolidated Balance Sheets as of December 25, 1999 and
December 30, 2000......................................... F-3
Consolidated Statements of Income (Loss) for the Period From
June 5, 1998 (Inception) through December 26, 1998 and for
the Years Ended December 25, 1999 and December 30, 2000... F-4
Consolidated Statements of Comprehensive Income (Loss) for
the Period from June 5, 1998 (Inception) through December
26, 1998 and for the Years Ended December 25, 1999 and
December 30, 2000......................................... F-5
Consolidated Statements of Members' Equity (Deficit) for the
Period from June 5, 1998 (Inception) through December 26,
1998 and for the Years Ended December 25, 1999 and
December 30, 2000......................................... F-6
Consolidated Statements of Cash Flows for the Period from
June 5, 1998 (Inception) through December 26, 1998 and for
the Years Ended December 25, 1999 and December 30, 2000... F-7
Notes to Consolidated Financial Statements.................. F-8

JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
Report of Independent Public Accountants.................... F-24
Consolidated Statement of Income and Comprehensive Income
for the Period from December 27, 1997 through June 4,
1998...................................................... F-25
Consolidated Statement of Equity for the Period from
December 27, 1997 through June 4, 1998.................... F-26
Consolidated Statement of Cash Flows for the Period from
December 27, 1997 through June 4, 1998.................... F-27
Notes to Consolidated Financial Statements.................. F-28

F-1
66

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To GEEG Holdings, L.L.C.:

We have audited the accompanying consolidated balance sheets of GEEG
Holdings, L.L.C. (a Delaware limited liability company) and Subsidiaries as of
December 25, 1999 and December 30, 2000, and the related consolidated statements
of income (loss), comprehensive income (loss), members' equity (deficit) and
cash flows for the period from June 5, 1998 (inception) through December 26,
1998 and for each of the two years in the period ended December 30, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GEEG
Holdings, L.L.C. and Subsidiaries as of December 25, 1999 and December 30, 2000,
and the results of their operations and their cash flows for the period from
June 5, 1998 (inception) through December 26, 1998 and for each of the two years
in the period ended December 30, 2000 in conformity with accounting principles
generally accepted in the United States.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
February 16, 2001

F-2
67

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

DECEMBER 25, DECEMBER 30,
1999 2000
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents................................. $ 11,113 $ 26,308
Accounts receivable, net of allowance of $985 and
$1,841................................................. 48,003 67,798
Inventories............................................... 4,239 9,738
Costs and estimated earnings in excess of billings........ 21,845 65,260
Other current assets...................................... 305 1,833
-------- ---------
Total current assets.............................. 85,505 170,937
Property, plant and equipment, net.......................... 15,071 19,433
Goodwill.................................................... 29,455 45,879
Other assets, principally deferred financing costs.......... 1,462 9,444
-------- ---------
Total assets...................................... $131,493 $ 245,693
======== =========
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt...................... $ 1,158 $ 3,963
Accounts payable.......................................... 14,550 38,055
Accrued compensation and employee benefits................ 8,910 8,282
Accrued warranty.......................................... 5,991 9,720
Billings in excess of costs and estimated earnings........ 58,631 119,110
Other current liabilities................................. 5,791 9,002
-------- ---------
Total current liabilities......................... 95,031 188,132
Long-term debt, net of current maturities................... 26,263 215,131
Commitments and contingencies (Notes 5 and 9)
Members' equity (deficit)................................... 10,199 (157,570)
-------- ---------
Total liabilities and members' equity (deficit)... $131,493 $ 245,693
======== =========

The accompanying notes are an integral part of these consolidated financial
statements.
F-3
68

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

FOR THE PERIOD FROM FOR THE YEAR FOR THE YEAR
JUNE 5, 1998 ENDED ENDED
(INCEPTION) THROUGH DECEMBER 25, DECEMBER 30,
DECEMBER 26, 1998 1999 2000
------------------- ------------ ------------

Revenues................................................ $98,363 $275,199 $416,591
Cost of sales........................................... 80,283 226,051 345,688
------- -------- --------
Gross profit.......................................... 18,080 49,148 70,903
Selling and administrative expenses..................... 10,825 23,166 27,045
Recapitalization charge (Note 3)........................ -- -- 38,114
Amortization expense.................................... 727 1,100 1,250
------- -------- --------
Operating income...................................... 6,528 24,882 4,494
Interest expense, net................................... 2,966 3,410 12,175
------- -------- --------
Income (loss) before income taxes and extraordinary
item............................................... 3,562 21,472 (7,681)
Income tax provision (benefit).......................... 176 1,087 (433)
------- -------- --------
Income (loss) before extraordinary item............... 3,386 20,385 (7,248)
Extraordinary loss from extinguishment of debt.......... -- -- (1,536)
------- -------- --------
Net income (loss)..................................... $ 3,386 $ 20,385 $ (8,784)
Preferred dividend...................................... (420) (420) (3,386)
------- -------- --------
Net income (loss) available to common unit holders.... $ 2,966 $ 19,965 $(12,170)
======= ======== ========
Basic income (loss) per common unit
Income (loss) before extraordinary item............... $ 0.14 $ 0.89 $ (0.77)
Extraordinary item.................................... -- -- (0.11)
------- -------- --------
Net income (loss) available to common unit holders.... $ 0.14 $ 0.89 $ (0.88)
======= ======== ========
Diluted income (loss) per common unit
Income (loss) before extraordinary item............... $ 0.11 $ 0.71 $ (0.77)
Extraordinary item.................................... -- -- (0.11)
------- -------- --------
Net income (loss) available to common unit holders.... $ 0.11 $ 0.71 $ (0.88)
======= ======== ========
Unaudited pro forma amounts to reflect income taxes
(Note 2)
Income (loss) before income taxes and extraordinary
item............................................... 3,562 21,472 (7,681)
Pro forma income tax provision (benefit).............. 1,229 8,329 (3,003)
------- -------- --------
Pro forma income (loss) before extraordinary item..... $ 2,333 $ 13,143 $ (4,678)
======= ======== ========
Income (loss) per common unit before extraordinary item
Pro forma -- Basic income (loss) per common unit...... $ 0.09 $ 0.56 $ (0.58)
Pro forma -- Diluted income (loss) per common unit.... 0.07 0.45 (0.58)

The accompanying notes are an integral part of these consolidated financial
statements.
F-4
69

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)

FOR THE PERIOD
FROM JUNE 5,
1998
(INCEPTION) FOR THE YEAR FOR THE YEAR
THROUGH ENDED ENDED
DECEMBER 26, DECEMBER 25, DECEMBER 30,
1998 1999 2000
-------------- ------------ ------------

Net income (loss)..................................... $3,386 $20,385 $(8,784)
Foreign currency translation adjustments.............. 37 (77) (17)
------ ------- -------
Comprehensive income (loss)......................... $3,423 $20,308 $(8,801)
====== ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.
F-5
70

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT UNIT AMOUNTS)

COMMON UNITS
-----------------------------------------------------------------
PREFERRED UNITS SERIES A SERIES B JUNIOR
------------------- --------------------- ------------------- -------------------
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT WARRANTS
--------- ------- ----------- ------- ---------- ------ ---------- ------ --------

Initial Capitalization, June 5,
1998 (inception)............. 90,000 $9,000 16,195,575 $1,026 2,368,254 $150 2,709,554 $ 10 $134
Issuance of preferred and
common units............... 900 90 157,884 10 -- -- -- -- --
Options exercised............ -- -- 1,094,243 69 -- -- -- -- --
Preferred dividend........... -- 420 -- -- -- -- -- -- --
Foreign currency translation
adjustment................. -- -- -- -- -- -- -- -- --
Net income................... -- -- -- -- -- -- -- -- --
Tax distributions............ -- -- -- -- -- -- -- -- --
--------- ------- ----------- ------- ---------- ---- ---------- ---- ----
Balance, December 26, 1998..... 90,900 9,510 17,447,702 1,105 2,368,254 $150 2,709,554 10 134
Preferred dividend........... -- 420 -- -- -- -- -- -- --
Redemption of preferred
units...................... (90,900) (9,930) -- -- -- -- -- -- --
Foreign currency translation
adjustment................. -- -- -- -- -- -- -- -- --
Net income................... -- -- -- -- -- -- -- -- --
Tax distributions............ -- -- -- -- -- -- -- -- --
--------- ------- ----------- ------- ---------- ---- ---------- ---- ----
Balance, December 25, 1999..... -- -- 17,447,702 1,105 2,368,254 150 2,709,554 10 134
Purchase and conversion of
equity instruments......... 183,600 18,360 (17,243,702) 935 (2,368,254) (150) (2,709,554) (10) (134)
Issuance of preferred
units...................... 825,368 77,166 -- -- -- -- -- -- --
Issuance of common units..... -- -- 918,280 8,646 -- -- -- -- --
Preferred dividend........... -- 3,386 -- -- -- -- -- -- --
Foreign currency translation
adjustment................. -- -- -- -- -- -- -- -- --
Net loss..................... -- -- -- -- -- -- -- -- --
Tax distributions............ -- -- -- -- -- -- -- -- --
--------- ------- ----------- ------- ---------- ---- ---------- ---- ----
Balance, December 30, 2000..... 1,008,968 $98,912 1,122,280 $10,686 -- $ -- -- $ -- $ --
========= ======= =========== ======= ========== ==== ========== ==== ====

NOTES ACCUMULATED
RECEIVABLE UNDISTRIBUTED OTHER
FROM EARNINGS COMPREHENSIVE
MEMBERS (DEFICIT) INCOME TOTAL
---------- ------------- ------------- ---------

Initial Capitalization, June 5,
1998 (inception)............. $(400) $ -- $ -- $ 9,920
Issuance of preferred and
common units............... -- -- -- 100
Options exercised............ (69) -- -- --
Preferred dividend........... -- (420) -- --
Foreign currency translation
adjustment................. -- -- 37 37
Net income................... -- 3,386 -- 3,386
Tax distributions............ -- (1,100) -- (1,100)
----- --------- ---- ---------
Balance, December 26, 1998..... (469) 1,866 37 12,343
Preferred dividend........... -- (420) -- --
Redemption of preferred
units...................... 469 -- -- (9,461)
Foreign currency translation
adjustment................. -- -- (77) (77)
Net income................... -- 20,385 -- 20,385
Tax distributions............ -- (12,991) -- (12,991)
----- --------- ---- ---------
Balance, December 25, 1999..... -- 8,840 (40) 10,199
Purchase and conversion of
equity instruments......... -- (251,839) -- (232,838)
Issuance of preferred
units...................... -- -- -- 77,166
Issuance of common units..... -- -- -- 8,646
Preferred dividend........... -- (3,386) -- --
Foreign currency translation
adjustment................. -- -- (17) (17)
Net loss..................... -- (8,784) -- (8,784)
Tax distributions............ -- (11,942) -- (11,942)
----- --------- ---- ---------
Balance, December 30, 2000..... $ -- $(267,111) $(57) $(157,570)
===== ========= ==== =========

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

F-6
71

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FOR THE PERIOD
FROM JUNE 5,
1998
(INCEPTION) FOR THE FOR THE
THROUGH YEAR ENDED YEAR ENDED
DECEMBER 26, DECEMBER 25, DECEMBER 30,
1998 1999 2000
-------------- ------------ ------------

Operating activities:
Net income (loss).................................. $ 3,386 $ 20,385 $ (8,784)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities --
Extraordinary loss.............................. -- -- 1,536
Depreciation and amortization................... 1,851 3,126 4,311
Changes in operating items (Note 10)............ 2,277 15,955 27,726
-------- -------- ---------
Net cash provided by operating
activities............................... 7,514 39,466 24,789
-------- -------- ---------
Investing activities:
Purchases of property, plant and equipment......... (1,065) (2,375) (2,187)
Proceeds from sale of assets....................... -- 3,768 --
Acquisition, net of cash acquired.................. -- -- (17,653)
-------- -------- ---------
Net cash (used for) provided by investing
activities................................. (1,065) 1,393 (19,840)
-------- -------- ---------
Financing activities:
Proceeds from issuance of long-term debt........... -- -- 221,825
Payments on long-term debt......................... (313) (17,017) (31,950)
Proceeds from sale of preferred units.............. 90 -- 68,429
Proceeds from sale of common units................. 10 -- 7,675
Redemption of equity instruments................... -- (9,461) (232,838)
Member tax distribution............................ -- (12,991) (14,427)
Increase in deferred financing costs............... -- -- (8,468)
-------- -------- ---------
Net cash (used for) provided by financing
activities............................... (213) (39,469) 10,246
-------- -------- ---------
Net increase in cash and cash
equivalents.............................. 6,236 1,390 15,195
-------- -------- ---------
Formation transactions:
Proceeds from sale of equity instruments........... 9,920 -- --
Proceeds from long-term debt....................... 44,689 -- --
Increase in deferred financing costs............... (1,939) -- --
Acquisition of net assets, net of cash acquired.... (47,030) -- --
Receivable from predecessor........................ (2,153) -- --
-------- -------- ---------
Cash and cash equivalents from formation
transactions....................................... 3,487 -- --
Cash and cash equivalents, beginning of period....... -- 9,723 11,113
-------- -------- ---------
Cash and cash equivalents, end of period............. $ 9,723 $ 11,113 $ 26,308
======== ======== =========

The accompanying notes are an integral part of these consolidated financial
statements.
F-7
72

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1998 (STUB PERIOD), 1999, 2000

1. BUSINESS AND ORGANIZATION

GEEG Holdings, L.L.C. and Subsidiaries (the Company or GEEG) designs,
engineers and manufactures heat recovery and auxiliary power equipment. The
Company's corporate headquarters are located in Tulsa, Oklahoma, with operating
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Fort Smith, Arkansas;
Auburn, Massachusetts; Clinton, South Carolina; Monterrey, Mexico; and Heerlen,
Netherlands.

On May 13, 1998, the Company was formed for the purpose of purchasing the
net assets of the Power Generation Division of Jason Incorporated. On June 5,
1998 (inception), the Company purchased the net assets for $48.9 million in
cash. The acquisition was accounted for using the purchase method of accounting
and, accordingly, the purchase price was allocated to the acquired assets and
assumed liabilities based on their respective fair values. The purchase price
and related acquisition costs exceeded the fair values assigned to tangible and
identifiable intangible assets and liabilities by approximately $32.5 million,
which was assigned to goodwill. GEEG Holdings, L.L.C. had no operations from May
13, 1998 to June 5, 1998 and, as such, the accompanying consolidated financial
statements reflect the Company's inception date as June 5, 1998.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
GEEG Holdings L.L.C. and its wholly owned subsidiaries: Deltak, L.L.C. (Deltak);
Deltak Construction Services, Inc.; Deltak Europe -- BV; Braden Manufacturing,
L.L.C. (Braden); Braden Construction Services, Inc.; Braden Europe -- BV; Braden
Manufacturing S.A. de C.V.; and Consolidated Fabricators, Inc. (CFI). All
intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year End

The Company uses a 52-/53-week fiscal year ending on the last Saturday in
December. For the purposes of these notes to the consolidated financial
statements, the period from June 5, 1998 (inception) through December 26, 1998
and the fiscal years ended December 25, 1999 and December 30, 2000 are referred
to as 1998 (stub period), 1999 and 2000, respectively. The 1998 (stub period)
includes 29 weeks while 1999 and 2000 include 52 and 53 weeks, respectively.

Cash and Cash Equivalents

Inventories

Inventories primarily consist of raw materials and are stated at the lower
of first-in, first-out cost or market.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated
depreciation. Depreciation is calculated using the straight-line method for
financial reporting purposes over the estimated useful lives.

F-8
73
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

The Company's property, plant and equipment balances, by significant asset
category, are as follows:

DECEMBER 25, DECEMBER 30,
1999 2000 LIVES
------------ ------------ ----------
(IN THOUSANDS)

Land.................................. $ 1,694 $ 2,033 --
Buildings and improvements............ 5,676 9,422 5-39 years
Machinery and equipment............... 8,080 9,504 5-12 years
Furniture and fixtures................ 2,496 3,416 3-10 years
------- -------
17,946 24,375
Less -- Accumulated depreciation...... (2,875) (4,942)
------- -------
Property, plant and equipment, net.... $15,071 $19,433
======= =======

Depreciation expense for 1998 (stub period), 1999 and 2000 was $0.9
million, $2.0 million and $2.2 million, respectively. Costs of significant
additions, renewals and betterments are capitalized. When an asset is sold or
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts and the gain or loss on disposition is reflected in
earnings. Maintenance and repairs are charged to operations when incurred.

Goodwill

Goodwill represents the costs of acquisitions in excess of the fair value
of the net assets acquired and is amortized using the straight-line method over
30 years. Accumulated amortization as of December 25, 1999 and December 30, 2000
was $1.6 million and $3.0 million, respectively.

Deferred Financing Costs

Deferred financing costs are amortized over the terms of the related debt
facilities. Total interest expense associated with the amortization of these
costs was $0.2 million, $0.3 million and $0.6 million in 1998 (stub period),
1999 and 2000, respectively.

Long-Lived Assets

Long-lived assets, such as property and equipment and intangible assets,
are evaluated for impairment when events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable through the
estimated undiscounted future cash flows from the use of these assets. When any
such impairment exists, the related assets will be written down to fair value.

Warranty Costs

The Company typically warrants labor and fabrication for 12 to 18 months
after shipment. Estimated costs of warranty repairs are accrued and included on
the accompanying consolidated balance sheets as accrued warranty.

Income Taxes

The Company is organized as a limited liability company (LLC) whereby all
tax liabilities are the responsibility of individual investors. Deferred tax
assets and liabilities become the responsibility of the Company if and when the
LLC structure is converted to a C-Corporation. Certain of the Company's
subsidiaries are corporations responsible for federal, state and foreign taxes.
For those entities, deferred tax assets and liabilities are not significant.
F-9
74
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

The unaudited pro forma income tax expense (benefit) shown on the
consolidated statements of income (loss) is presented assuming the Company had
been a C-Corporation during 1998 (stub period), 1999 and 2000, using effective
tax rates of 35 percent, 39 percent and 39 percent, respectively.

Revenue Recognition

GEEG has two segments: Heat Recovery Equipment and Auxiliary Power
Equipment. Heat Recovery Equipment products include heat recovery steam
generators, heat recovery boilers, and other types of waste heat products.
Auxiliary Power Equipment products include exhaust and inlet systems, filter
houses, retrofit activity, diverter dampers, turbine enclosures and other power
equipment.

Revenues for the Company's Heat Recovery Equipment segment are recognized
on the percentage-of-completion method based on the percentage of actual hours
incurred to date in relation to total estimated hours (internal and
subcontractor) for each contract. Changes in job performance, job conditions,
estimated profitability and final contract settlements may result in revisions
to costs and income, and the effects of such revisions are recognized in the
period that the revisions are determined. Revenues for the Company's Auxiliary
Power Equipment segment are recognized on the completed-contract method due to
the short-term nature of their product production period. The Company recognizes
various types of service revenues as the services are provided. Service revenues
are not significant in any period presented.

Major Customers

For 1998 (stub period) and 1999, three customers in aggregate accounted for
approximately 33 percent and 48 percent, respectively, of consolidated revenues;
for 2000, two customers in aggregate accounted for approximately 53 percent of
consolidated revenues. As of December 25, 1999 and December 30, 2000, two
customers made up approximately 29 percent of the consolidated accounts
receivable balance.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable,
accounts payable, accrued expenses and short-term debt approximates fair value
due to the short term nature of these instruments.

The fair value of the Company's long-term debt is estimated based on the
discounted value of the future cash flows expected to be paid on the loans. The
discount rate used to estimate the fair value of the loans is the rate currently
available to the Company for loans with similar terms and maturities. The fair
value at December 25, 1999 and December 30, 2000 approximated the carrying
value.

F-10
75
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

Income (Loss) Per Common Unit

Basic and diluted income (loss) per common unit are calculated as follows:

1998
(STUB
PERIOD) 1999 2000
----------- ----------- -----------
(IN THOUSANDS, EXCEPT UNIT AND
PER COMMON UNIT DATA)

Basic income (loss) per common unit
Numerator:
Income (loss) before extraordinary item................. $ 3,386 $ 20,385 $ (7,248)
Preferred stock dividend................................ (420) (420) (3,386)
----------- ----------- -----------
Income (loss) available to common unit holders.......... 2,966 19,965 (10,634)
Extraordinary item...................................... -- -- (1,536)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 2,966 $ 19,965 $ (12,170)
=========== =========== ===========
Denominator:
Weighted average units outstanding...................... 21,319,765 22,525,510 13,814,222
Basic income (loss) per common unit
Income (loss) before extraordinary item................... $ 0.14 $ 0.89 $ (0.77)
Extraordinary item........................................ -- -- (0.11)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 0.14 $ 0.89 $ (0.88)
=========== =========== ===========
Diluted income (loss) per common unit
Numerator:
Income (loss) before extraordinary item................. $ 3,386 $ 20,385 $ (7,248)
Preferred stock dividend................................ (420) (420) (3,386)
----------- ----------- -----------
Income (loss) available to common unit holders.......... 2,966 19,965 (10,634)
Extraordinary item...................................... -- -- (1,536)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 2,966 $ 19,965 $ (12,170)
=========== =========== ===========
Denominator:
Weighted average units outstanding...................... 21,319,765 22,525,510 13,814,222
Dilutive effect of options to purchase common units..... 5,064,654 5,503,502 --
----------- ----------- -----------
Weighted average units outstanding assuming dilution.... 26,384,419 28,029,012 13,814,222
=========== =========== ===========
Diluted income (loss) per common unit
Income (loss) before extraordinary item................. $ 0.11 $ 0.71 $ (0.77)
Extraordinary item...................................... -- -- (0.11)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 0.11 $ 0.71 $ (0.88)
=========== =========== ===========

Derivative Financial Instruments

Derivative financial instruments are used by the Company in the management
of its foreign currency exchange and interest rate exposures. Amounts to be paid
or received under agreements are accrued and recognized over the life of the
agreements. Notional principal amounts under an interest rate collar agreement
at December 25, 1999 and December 30, 2000 were $15.0 million and $77.1 million,
respectively. "Floor to cap" rates on the Company's interest rate collar
agreement are based on LIBOR rates of 5.36 percent to 8.00 percent. The Company
is exposed to credit risk in the event of nonperformance by the other parties to
the agreements. However, the Company does not anticipate

F-11
76
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

nonperformance by its counterparties. The fair value of the collar was not
significant as of December 25, 1999 or December 30, 2000. Additionally, notional
amounts outstanding under foreign currency option agreements at December 30,
2000, were $3.6 million. No amounts were outstanding under such contracts at
December 25, 1999. The fair values of the option agreements were not significant
as of December 30, 2000.

Foreign Currency

Assets and liabilities of the Company's foreign operations are translated
at year-end exchange rates, and revenues and expenses are translated at average
exchange rates prevailing during the period. Translation adjustments are
recorded as a separate component of members' equity and other comprehensive
income on the accompanying consolidated financial statements. Gains and losses
from foreign currency transactions are included in earnings. Such gains and
losses have not been significant in any period.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The most significant estimates relate to projected
total costs of projects, including warranty and contingency costs, and the
percentage of completion on contract accounting. Ultimate results could differ
from those estimates.

Recent Accounting Pronouncements

The Company adopted Statement of Financial Accounting Standard No. 133,
"Accounting for Derivative Instruments and Hedging Activities," (SFAS 133),
effective December 31, 2000. This standard establishes accounting and reporting
standards requiring that every derivative instrument be recorded on the balance
sheet as either an asset or a liability measured at fair value. SFAS 133
requires that changes in a derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement and requires that a company
formally document, designate and assess the effectiveness of transactions that
receive hedge accounting treatment. The impact of adopting SFAS 133 was not
material.

In December 1999, the Securities and Exchange Commission staff released
Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial
Statements." The adoption of this statement in the fourth quarter of 2000 did
not have a material impact on the Company's financial position or results of
operations.

3. RECAPITALIZATION TRANSACTION

On August 1, 2000, the Company consummated a recapitalization transaction
(the Recapitalization) pursuant to an Agreement and Plan of Merger with GEEG
Acquisition Holdings Corp., GEEG Acquisition Holdings, L.L.C. and GEEG
Acquisition, L.L.C. (Merger Sub) (collectively, the Control Group). In
conjunction with the Recapitalization, the following occurred:

- Merger Sub was merged with and into the Company, with the Company
continuing as the surviving entity.

F-12
77
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

- The Company borrowed $140 million in the form of senior term loans and
$67.5 million in the form of a senior subordinated loan. In connection
with the senior subordinated borrowings, the Company issued 77,075 new
common units and 69,368 new preferred units to the lenders and recorded
the $7.7 million fair value of the units as debt discount. The Company
also paid $8.2 million for deferred financing costs.

- The Company realized proceeds of $76.1 million from the sale of new
common and preferred units. The proceeds were recorded net of $5.9
million of expenses.

- The Company converted prior common units owned by certain investors into
183,600 of new preferred units and 204,000 of new common units.

- The Company redeemed the remaining prior common units and all outstanding
warrants for $232.8 million.

- The Company repaid the then outstanding $15.0 million on a senior
subordinated loan and recorded a $1.5 million extraordinary loss
associated with the write-off of associated unamortized deferred
financing costs.

- The Company cancelled all common unit options issued and outstanding
immediately prior to the Recapitalization for $38.1 million, which has
been recorded as a corresponding recapitalization charge on the
accompanying consolidated statement of income (loss).

After completion of the Recapitalization, continuing investors held
approximately 18 percent of the voting control of the Company. As such, the
Company was not required to push-down the Control Group purchase accounting to
the Company.

As a part of the Recapitalization and as noted above, the prior common
units were converted into new preferred and common units using an approximate 1
to 260 conversion ratio. As a result of the conversion, all prior period common
unit related amounts included in these footnotes and on the accompanying
consolidated financial statements have been restated based on this conversion
ratio.

4. ACQUISITIONS

On October 31, 2000, the Company acquired all of the outstanding shares of
CFI Holdings, Inc. and Subsidiaries. CFI makes turbine enclosures for the
auxiliary power equipment industry. CFI sales are now included as turbine
enclosure product revenue within the Company's Auxiliary Power Equipment
segment. Total purchase consideration of $25.2 million, including contingent
consideration of $2.5 million earned in 2000, consisted of $17.7 million of
cash, $5.5 million of promissory notes and $2.0 million in equity interests in
the Company. Approximately $3.2 million of the cash consideration has been
reserved in escrow. To finance a portion of the purchase, the Company utilized
the Term C loan (see note 7). The acquisition was accounted for using the
purchase method of accounting, and accordingly, the purchase price was allocated
to the net assets acquired based on their estimated fair values. This treatment
resulted in approximately $15.4 million of cost in excess of the fair value of
net identifiable assets acquired, which has been recorded as goodwill in the
accompanying consolidated financial statements. The goodwill is being amortized
on a straight-line basis over 30 years.

F-13
78
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

The results of operations of CFI from November 1, 2000 to December 30, 2000
have been included in the accompanying consolidated statements of income (loss).
Pro forma consolidated statements of income (loss) as if the acquisition had
taken place as of December 26, 1998 are shown below:

1999 2000
(UNAUDITED) (UNAUDITED)
----------- -----------
(IN THOUSANDS, EXCEPT FOR PER
COMMON UNIT DATA)

Revenues...................................... $297,949 $447,843
Net income (loss) before extraordinary item... 18,853 (5,067)
Net income (loss) available to common unit
holders..................................... 18,433 (9,988)
Basic income (loss) per common unit........... 0.82 (0.72)
Diluted income (loss) per common unit......... 0.66 (0.72)

5. RELATED-PARTY TRANSACTIONS

Certain investors have historically provided consultation services to the
Company, for which the Company is charged management fees. Total expenses under
these arrangements were $0.1 million, $0.3 million and $0.7 million for 1998
(stub period), 1999 and 2000, respectively. The Company is contractually
committed to payments of management fees totaling $0.9 million per year through
2003.

6. UNCOMPLETED CONTRACTS

The Heat Recovery Equipment segment enters into contracts that allow for
periodic billings over the contract term. At any point in time each project
under construction could have either costs and estimated earnings in excess of
billings or billings in excess of costs and estimated earnings. The Auxiliary
Power Equipment segment typically bills customers only at the completion of
contracts. No earnings are recognized until contract completion.

Costs, earnings and billings related to uncompleted contracts consist of
the following:

DECEMBER 25, DECEMBER 30,
1999 2000
------------ ------------
(IN THOUSANDS)

Costs incurred on uncompleted contracts............ $257,826 $392,257
Earnings recognized on uncompleted contracts....... 61,692 88,232
-------- --------
Total.................................... 319,518 480,489
Less -- Billings to date........................... 356,304 534,339
-------- --------
Net...................................... $(36,786) $(53,850)
======== ========

The net amounts are included in the accompanying consolidated balance
sheets under the following headings:

DECEMBER 25, DECEMBER 30,
1999 2000
------------ ------------
(IN THOUSANDS)

Costs and estimated earnings in excess of
billings......................................... $ 21,845 $ 65,260
Billings in excess of costs and estimated
earnings......................................... (58,631) (119,110)
-------- ---------
Total.................................... $(36,786) $ (53,850)
======== =========

F-14
79
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

7. LONG-TERM DEBT

The Company's long-term debt consisted of the following:

DECEMBER 25, DECEMBER 30,
1999 2000
------------ ------------
(IN THOUSANDS)

Term A senior loan, bearing interest at LIBOR plus 3.25
percent (9.89 percent at December 30, 2000), principal and
interest payable quarterly, as defined, through July
2006...................................................... $ -- $ 29,625
Term B senior loan, bearing interest at LIBOR plus 4.00
percent (10.64 percent at December 30, 2000), principal
and interest payable quarterly, as defined, through July
2008...................................................... -- 109,725
Term C senior loan, bearing interest at LIBOR margin rate
plus 3.25 percent (9.89 percent at December 30, 2000),
principal and interest payable quarterly, as defined,
through July 2006......................................... -- 14,813
Senior subordinated loan, bearing interest at 13.50 percent,
interest payable semi-annually, as defined, through August
2010, net of a $8,214 discount............................ -- 59,286
Note payable to former owners of Consolidated Fabricators,
Inc., bearing interest at 10.00 percent, payable
quarterly, as defined, 2003 through 2007.................. -- 5,500
Term A note, repaid in 2000................................. 5,934 --
Term B note, repaid in 2000................................. 6,736 --
Senior subordinated loan, repaid in 2000.................... 14,751 --
Other....................................................... -- 145
------- --------
27,421 219,094
Less current maturities..................................... (1,158) (3,963)
------- --------
Total long-term debt........................................ $26,263 $215,131
======= ========

Future maturities of long-term debt as of December 30, 2000 are as follows
(in thousands):

2001........................................................ $ 3,963
2002........................................................ 6,205
2003........................................................ 9,540
2004........................................................ 11,777
2005........................................................ 13,461
Thereafter.................................................. 174,148
--------
$219,094
========

Substantially all of the Company's assets have been pledged as collateral
for the senior financing arrangements.

The Company has a revolving credit facility which allows for borrowings of
up to $55.0 million. Borrowings under the line bear interest at a floating rate
relative to a base rate or LIBOR, as defined, and the Company pays an unused
facility fee of 0.5 percent. As of December 30, 2000, no amounts were
outstanding under the revolver.

The Company uses letters of credit in its normal course of business.
Letters of credit totaling $23.0 million were issued and outstanding as of
December 30, 2000. While no amounts had been drawn upon these letters of credit,
the letters of credit outstanding reduces amounts available under the revolver.

F-15
80
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

The above-mentioned agreements contain, among other restrictions, various
covenants including maximum leverage and capital expenditures levels and minimum
interest coverage ratios and EBITDA levels. As of December 30, 2000, the Company
was in compliance with all such covenants.

8. MEMBERS' EQUITY

Preferred Units

The Company has authorized and issued 1,008,968 current preferred units
with a $100 par value. The current preferred units are not convertible and have
no voting rights. Current preferred unit members are entitled to an eight
percent annual preferred dividend computed on the members' aggregate preferred
equity balance. Current preferred units have liquidation preference to the
common units in the event of a liquidation of the Company and have priority on
all equity distributions.

The Board of Directors may, at its sole option, redeem all or any part of
the current preferred units at a price equal to their aggregate preferred
capital contribution plus accrued but not yet paid preferred dividends.

On July 31, 1999, the Company redeemed all outstanding prior preferred
units issued. The Company had authorized 100,000 prior preferred units that
included an 8 percent annual preferred dividend, as defined. The units were not
convertible to common units and had no voting rights.

Common Units

The Company has authorized and issued 1,122,280 current common units with a
$10 par value. Current common units are entitled to one vote.

Prior to the Recapitalization (Note 3), the Company had authorized
52,106,800, 6,513,350 and 2,709,554 of Class A, B and Junior units,
respectively. Prior Class A and Junior units had one vote per unit. Class B
units were nonvoting. All previously outstanding prior common units were
repurchased or converted as part of the Recapitalization discussed in Note 3.

Option Plans

During 2000, the Company granted 103,889 options at $10 per common unit,
which equaled fair value at the date of grant.

In August 2000, the Company adopted the 2000 Option Plan (the 2000 Plan).
The 2000 Plan provides for granting of up to 122,342 options to purchase common
units of the Company. Forty percent of the common units available for grant
under the Plan vest over four years and 60 percent of the common units available
for grant under the Plan vest over the earlier of nine years or when certain
performance vesting criteria are met.

As a part of the Recapitalization, all options outstanding under a previous
option plan (whether or not exercisable or vested) were cancelled and holders of
the cancelled options were paid an amount equal to the options' fair value,
resulting in a recapitalization charge of $38.1 million on the accompanying
consolidated statements of income (loss).

F-16
81
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

A summary of the Company's unit option plans from June 5, 1998 through
December 30, 2000 is presented below:

UNIT OPTIONS
-------------------------------
WEIGHTED AVERAGE
UNITS EXERCISE PRICE
----------- ----------------

Outstanding at June 5, 1998 (inception)........ -- $ --
Granted...................................... 4,350,918 .06
Exercised.................................... (1,094,243) .06
----------- ---------
Outstanding at December 26, 1998............... 3,256,675 .06
Granted...................................... 591,673 .58
Forfeited.................................... (19,540) .06
----------- ---------
Outstanding at December 25, 1999............... 3,828,808 .06 - .58
Repurchased.................................. (3,828,808) .06 - .58
Granted...................................... 103,889 10.00
----------- ---------
Outstanding at December 30, 2000............... 103,889 10.00
Exercisable at December 30, 2000............... -- $ --

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123), requires the measurement of the fair value
of options to be included in the statement of operations or disclosed in the
notes to financial statements. The Company elected the disclosure-only
alternative under SFAS 123.

In determining compensation cost pursuant to SFAS 123, the fair value of
each option grant is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions used for
grants during 1998 (stub period), 1999 and 2000:

1998
(STUB PERIOD) 1999 2000
------------- -------- --------

Risk free interest rate....................... 5.56% 5.78% 6.26%
Expected dividend yield....................... None None None
Expected lives................................ 5 years 5 years 5 years
Expected volatility........................... 44.92% 64.41% 59.22%
Option fair value at grant date............... $0.03 $0.34 $5.68

F-17
82
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

Had compensation cost been determined consistent with SFAS 123, the
Company's pro forma net income (loss) would have been as follows:

1998
(STUB PERIOD) 1999 2000
------------- ------- --------
(IN THOUSANDS, EXCEPT PER
COMMON UNIT DATA)

Net income (loss) available to common
unitholders:
As reported................................. $2,966 $19,965 $(12,170)
Pro forma................................... 2,919 19,932 (12,211)
Basic income (loss) per common unit:
As reported................................. $ 0.14 $ 0.89 $ (0.88)
Pro forma................................... 0.14 0.88 (0.88)
Diluted income (loss) per common unit:
As reported................................. $ 0.11 $ 0.71 $ (0.88)
Pro forma................................... 0.11 0.71 (0.88)

9. COMMITMENTS AND CONTINGENCIES

Employment Agreements

The Company has entered into employment agreements with certain members of
management which expire on July 31, 2002, with automatic one-year renewal
periods at expiration dates. The agreements provide for, among other things,
compensation, benefits and severance payments.

Litigation

The Company is involved in legal actions which arise in the ordinary course
of its business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management, the resolution of any currently pending
or threatened actions will not have a material adverse effect upon the
consolidated financial position or results of operations of the Company.

Leases

The Company leases machinery, transportation equipment and office,
warehouse and manufacturing facilities, which are noncancelable and expire at
various dates. Total rental expense for all operating leases for 1998 (stub
period), 1999 and 2000 was $0.9 million, $1.5 million and $2.5 million,
respectively.

Future minimum annual lease payments under these noncancellable operating
leases at December 30, 2000 are as follows (in thousands):

2001........................................................ $2,248
2002........................................................ 1,935
2003........................................................ 1,060
2004........................................................ 494
2005........................................................ 340
Thereafter.................................................. 26
------
Total............................................. $6,103
======

None of the leases include contingent rental provisions.

F-18
83
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

Employee Benefit Plans

Deltak maintains a profit-sharing plan for employees. Deltak's expense for
this plan totaled $1.0 million, $1.2 million and $1.3 million for 1998 (stub
period), 1999 and 2000, respectively. In addition to the Deltak profit-sharing
plan, GEEG maintains a 401(k) plan covering substantially all of Deltak and
Braden's employees. Expense for the GEEG 401(k) plan for 1998 (stub period),
1999 and 2000 was $0.5 million, $0.5 million and $0.8 million, respectively.

Braden participates in a defined benefit multi-employer union pension fund
covering all union employees. As required by labor contracts, Braden made
contributions totaling $0.1 million, $0.1 million and $0.2 million for 1998
(stub period), 1999 and 2000, respectively. These contributions are determined
in accordance with the provisions of negotiated labor contracts and generally
are based on the number of hours worked. Braden may be liable for its share of
unfunded vested benefits, if any, related to the union pension fund. Information
from the union pension fund's administrators indicates there are no unfunded
vested benefits.

10. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in current operating items, net of working capital acquired, were
as follows:

1998
(STUB PERIOD) 1999 2000
------------- -------- --------
(IN THOUSANDS)

Accounts receivable.................................. $(10,885) $(17,066) $(13,661)
Inventories.......................................... (106) (2,371) (235)
Costs and estimated earnings in excess of billings... (1,786) (8,126) (43,415)
Accounts payable..................................... 2,920 3,159 19,179
Accrued expenses and other........................... 3,404 5,050 5,379
Billing in excess of costs and estimated billings.... 8,730 35,309 60,479
-------- -------- --------
$ 2,277 $ 15,955 $ 27,726
======== ======== ========

Supplemental cash flow disclosures are as follows:

1998
(STUB PERIOD) 1999 2000
------------- ------ -------
(IN THOUSANDS)

Cash paid during the year for:
Interest.......................................... $2,388 $3,810 $ 8,811
Income taxes...................................... -- 919 590
Noncash transactions:
Recapitalization rollover equity.................. -- -- 20,400
Units issued as debt discount..................... -- -- 7,708
Note issued for CFI net assets.................... -- -- 5,500
Common and preferred units issued for CFI net
assets......................................... -- -- 2,000

11. SEGMENT INFORMATION

F-19
84
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

considered which components of its enterprise have discrete financial
information available. Management makes decisions using a product group focus
and its analysis resulted in two operating segments, Heat Recovery Equipment and
Auxiliary Power Equipment. The Company evaluates performance based on net income
or loss not including certain items as noted below.

Accounting policies used by the segments are the same as those described in
Note 2. Intersegment sales were not significant. Corporate assets consist
primarily of cash and debt issuance costs. Capital expenditures do not include
amounts arising from the acquisition of businesses. Expenses associated with the
Recapitalization (see Note 3) have not been allocated. Interest income has not
been allocated as cash management activities are handled at a corporate level.

The following table presents information about segment income (loss) and
assets:

HEAT AUXILIARY
RECOVERY POWER
1998 (STUB PERIOD) EQUIPMENT EQUIPMENT
------------------ --------- ---------
(IN THOUSANDS)

Revenues............................................... $ 63,885 $ 34,478
Interest expense....................................... 1,961 1,041
Depreciation and amortization.......................... 1,060 528
Income tax expense..................................... 79 97
Net income............................................. 2,780 822
Assets................................................. 70,983 31,600
Capital expenditures................................... 621 444

1999
----

Revenues............................................... $185,574 $ 89,625
Interest expense....................................... 1,589 2,543
Depreciation and amortization.......................... 1,876 1,080
Income tax expense..................................... 788 299
Net income............................................. 13,551 6,658
Assets................................................. 68,639 53,073
Capital expenditures................................... 1,003 1,372

2000
----

Revenues............................................... $258,644 $157,947
Interest expense....................................... 4,953 8,453
Depreciation and amortization.......................... 1,937 1,421
Income tax benefit..................................... (182) (251)
Net income............................................. 18,351 12,175
Assets................................................. 128,029 97,025
Capital expenditures................................... 1,046 1,141

F-20
85
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

The following tables present information which reconciles segment
information to consolidated totals:

1998
(STUB PERIOD) 1999 2000
------------- ------------ ------------
(IN THOUSANDS)

Income (Loss) From Continuing Operations
Total segment income......................... $ 3,602 $ 20,209 $ 30,526
Unallocated recapitalization charge.......... -- -- (38,114)
Unallocated interest income.................. 36 722 1,237
Other........................................ (252) (546) (897)
-------- -------- --------
Income (loss) before extraordinary item...... $ 3,386 $ 20,385 $ (7,248)
======== ======== ========

DECEMBER 26, DECEMBER 25, DECEMBER 30,
1998 1999 2000
------------ ------------ ------------
(IN THOUSANDS)

Assets
Total segment assets.......................... $102,583 $121,712 $225,054
Corporate cash and cash equivalents........... 5,452 8,812 19,084
Other unallocated amounts..................... 1,281 969 1,555
-------- -------- --------
$109,316 $131,493 $245,693
======== ======== ========

1998
(STUB PERIOD)
---------------------------------------------
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------------- ------------ ------------
(IN THOUSANDS)

Other Significant Items
Interest expense............................. $ 3,002 $ -- $ 3,002
Interest income.............................. -- 36 36
Expenditures for assets...................... 1,065 -- 1,065
Depreciation and amortization................ 1,588 81 1,669

1999
---------------------------------------------
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------------- ------------ ------------
(IN THOUSANDS)

Interest expense............................. $ 4,132 $ -- $ 4,132
Interest income.............................. -- 722 722
Expenditures for assets...................... 2,375 -- 2,375
Depreciation and amortization................ 2,956 110 3,066

2000
---------------------------------------------
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------------- ------------ ------------
(IN THOUSANDS)

Interest expense............................. $ 13,406 $ 6 $ 13,412
Interest income.............................. -- 1,237 1,237
Expenditures for assets...................... 2,187 -- 2,187
Depreciation and amortization................ 3,358 353 3,711

F-21
86
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

Product Revenues

The following table represents revenues by product group:

1998
(STUB PERIOD) 1999 2000
------------- ------------ ------------
(IN THOUSANDS)

Heat Recovery Equipment segment:
Heat recovery steam generators............. $47,232 $134,036 $219,649
Specialty boilers.......................... 16,653 51,538 38,995
------- -------- --------
63,885 185,574 258,644
------- -------- --------
Auxiliary Power Equipment segment:
Exhaust systems............................ $16,875 $ 54,722 $ 86,228
Inlet systems.............................. 7,313 22,550 52,004
Other...................................... 10,290 12,353 19,715
------- -------- --------
34,478 89,625 157,947
------- -------- --------
$98,363 $275,199 $416,591
======= ======== ========

Geographic Revenues

The following table presents revenues by geographic region:

1998
(STUB PERIOD) 1999 2000
------------- -------- --------
(IN THOUSANDS)

Revenues:
United States.................................. $52,771 $208,016 $380,389
Asia........................................... 5,338 37,037 11,835
Europe......................................... 20,125 17,616 11,632
Other.......................................... 20,129 12,530 12,735
------- -------- --------
$98,363 $275,199 $416,591
======= ======== ========

Management attributed sales to geographic location based on the
customer-determined destination of the delivered product. Substantially all of
the Company's assets are located in the United States.

F-22
87
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000

12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is a condensed summary of quarterly results of operations for
1999 and 2000:

NET INCOME BASIC DILUTED
(LOSS) INCOME INCOME
AVAILABLE TO (LOSS) PER (LOSS) PER
GROSS COMMON COMMON COMMON
REVENUES PROFIT UNIT HOLDERS UNIT UNIT
-------- ------- ------------ ----------- -----------
(IN THOUSANDS, EXCEPT PER COMMON UNIT DATA)

1999
First quarter................... $ 63,971 $11,246 $ 4,099 $ 0.18 $ 0.15
Second quarter.................. 62,378 9,995 2,955 0.13 0.11
Third quarter................... 55,306 10,718 3,177 0.14 0.11
Fourth quarter.................. 93,544 17,189 9,734 0.43 0.34
2000
First quarter................... $111,083 $18,477 $ 11,116 $ 0.49 $ 0.39
Second quarter.................. 92,898 16,848 9,707 0.43 0.34
Third quarter................... 100,217 16,738 (36,524) (3.63) (3.63)
Fourth quarter.................. 112,393 18,840 (3,531) (3.15) (3.15)

F-23
88

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Jason Incorporated Power Generation Division (Predecessor):

We have audited the accompanying consolidated statements of income and
comprehensive income, equity and cash flows of Jason Incorporated Power
Generation Division (Predecessor) for the period from December 27, 1997 through
June 4, 1998. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Jason
Incorporated Power Generation Division (Predecessor) for the period from
December 27, 1997 through June 4, 1998, in conformity with accounting principles
generally accepted in the United States.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
February 23, 2001

F-24
89

JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
FOR THE PERIOD FROM DECEMBER 27, 1997 THROUGH JUNE 4, 1998
(IN THOUSANDS)

Revenues.................................................... $60,881
Cost of sales............................................... 48,529
-------
Gross profit.............................................. 12,352
Selling and administrative expenses......................... 8,787
Amortization expense........................................ 787
-------
Operating income.......................................... 2,778
Interest expense, net....................................... 439
-------
Income before income taxes................................ 2,339
Income tax provision........................................ 996
-------
Net income................................................ 1,343
Foreign currency translation adjustments.................. (568)
-------
Comprehensive income...................................... $ 775
=======

The accompanying notes are an integral part of this consolidated financial
statement.
F-25
90

JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

CONSOLIDATED STATEMENT OF EQUITY
FOR THE PERIOD FROM DECEMBER 27, 1997 THROUGH JUNE 4, 1998
(IN THOUSANDS)

ACCUMULATED
PARENT OTHER
COMPANY RETAINED COMPREHENSIVE
EQUITY EARNINGS INCOME TOTAL
------- -------- ------------- -------

Balance, December 27, 1997...................... $50,000 $47,382 $ -- $97,382
Net income.................................... -- 1,343 -- 1,343
Foreign currency translation adjustments...... -- -- (568) (568)
------- ------- ----- -------
Balance, June 4, 1998........................... $50,000 $48,725 $(568) $98,157
======= ======= ===== =======

The accompanying notes are an integral part of this consolidated financial
statement.
F-26
91

JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 27, 1997 THROUGH JUNE 4, 1998
(IN THOUSANDS)

Operating activities:
Net income................................................ $ 1,343
Adjustments to reconcile net income to net cash provided
by operating activities --
Depreciation and amortization.......................... 1,517
Deferred income taxes.................................. (458)
Changes in operating items:
Accounts receivable.................................. (1,203)
Due from parent...................................... (3,250)
Inventories.......................................... 361
Costs and estimated earnings in excess of billings... (2,386)
Accounts payable..................................... 3,454
Accrued expenses and other........................... 1,357
Billings in excess of costs and estimated earnings... 833
-------
Net cash provided by operating activities......... 1,568
-------
Investing activities:
Purchases of property, plant and equipment................ (255)
-------
Net increase in cash and cash equivalents......... 1,313
Cash and cash equivalents, beginning of period.............. 618
-------
Cash and cash equivalents, end of period.................... $ 1,931
=======

The accompanying notes are an integral part of this consolidated financial
statement.
F-27
92

JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION

Jason Incorporated Power Generation Division (the Company), is the
predecessor entity to GEEG Holdings, L.L.C. (GEEG). The Company was acquired by
GEEG on June 5, 1998. Prior to the acquisition by GEEG, the Company was a
division of its parent company, Jason Incorporated. The Company designs,
engineers and manufactures heat recovery and auxiliary power equipment. The
Company's corporate headquarters are located in Tulsa, Oklahoma, with operating
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Fort Smith, Arkansas; and
Heerlen, Netherlands. The Company uses a 52-/53-week fiscal year ending on the
last Saturday in December.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
the Company, including those of Deltak, L.L.C. (Deltak); Deltak Construction
Services, Inc.; Braden Manufacturing, L.L.C. (Braden); Braden Construction
Services, Inc.; and Braden Europe -- BV. Significant intercompany balances and
transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments which are convertible
into known amounts of cash and have original maturities of three months or less
to be cash equivalents. Cash equivalents consist primarily of investments in
commercial paper. The fair value of cash and cash equivalents is based on quoted
market prices. The fair value at June 4, 1998 approximated the carrying value.

Due from Parent

The Company's parent company, Jason Incorporated, receives the cash
generated from the operations of the business and, in return, pays all
operating, selling, general and administrative expenses on the Company's behalf.
As of June 4, 1998, the Company's cash provided to Jason Incorporated exceeded
expenses paid by Jason Incorporated by approximately $69.8 million.

Inventories

Inventories primarily consist of raw materials and are stated at the lower
of first-in, first-out cost or market.

Property, Plant and Equipment

Depreciation is calculated using the straight-line method for financial
reporting purposes over the estimated useful lives. Depreciation expense for the
period from December 27, 1997 through June 4, 1998 was $0.7 million.

Goodwill

Goodwill is being amortized over an estimated useful life of 30 years.
Amortization expense for the period from December 27, 1997 through June 4, 1998
was $0.8 million.

F-28
93
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Warranty Costs

The Company typically warrants labor and fabrication for 12 to 18 months
after shipment. Estimated costs of warranty repairs are accrued for each project
and adjusted when specific claims are made or when warranty periods expire.

Income Taxes

For U.S. tax purposes, the Company is reflected as a member of Jason
Incorporated's consolidated group and is included in Jason Incorporated's
consolidated federal income tax return. However, the accompanying tax provision
included in the financial statements has been prepared on a separate return
basis.

The components of the provision for income taxes are as follows (in
thousands):

Current taxes payable
Federal................................................... $1,108
State..................................................... 171
Foreign................................................... 175
Deferred.................................................... (458)
------
Total provision................................... $ 996
======

A reconciliation of the statutory tax rate to the Company's effective tax
rate is as follows:

Federal statutory rate...................................... 34%
State income taxes, net of federal benefit.................. 5
Other....................................................... 4
---
Effective income tax rate......................... 43%
===

Revenue Recognition

The Company recognizes revenues for projects under long-term contracts on
the percentage-of-completion method based on the percentage of actual hours
incurred to date in relation to total estimated hours (internal and
subcontractor) for each contract. Changes in job performance, job conditions,
estimated profitability and final contract settlements may result in revisions
to costs and income, and the effects of such revisions are recognized in the
period the revisions are determined. The Company recognizes revenues for
projects which are not under long-term contracts on the completed-contract
method due to the short-term nature of the product production period. The
Company recognizes service revenue as services are provided. Service revenues
were not significant for the period from December 27, 1997 to June 4, 1998.

Customer Sales

For the period from December 27, 1997 through June 4, 1998, two customers
in aggregate accounted for approximately 26 percent of consolidated revenues.

Foreign Currency

Assets and liabilities of the Company's foreign operations are translated
at year-end exchange rates, and revenues and expenses are translated at average
exchange rates prevailing during the period.

F-29
94
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Translation adjustments are recorded as a separate component of equity and other
comprehensive income in the accompanying consolidated financial statements.
Gains and losses from foreign currency transactions are included in earnings.
Such gains and losses were not significant during the period.

Use of Estimates

3. PARENT COMPANY ALLOCATIONS

The Company's financial statements reflect all of its costs of doing
business. These costs include certain expenses that have been incurred by the
parent on the Company's behalf, such as incentive compensation, accounting and
legal services, depreciation and interest. Incentive compensation expenses were
allocated specifically by employee of the Company. All other expenses were
allocated to all segments of the parent company in a manner which management
believes to be a reasonable approximation of actual costs that would have been
incurred if the Company were a stand alone entity. Interest expense of $0.4
million was allocated to the Company based upon capital employed.

4. EQUITY

As part of its purchase, Jason Incorporated capitalized the Company with an
investment of $50.0 million in the Jason Incorporated Power Generation Division.
As of June 4, 1998, no other equity instruments have been issued.

5. COMMITMENTS AND CONTINGENCIES

Litigation

Leases

The Company leases machinery, transportation equipment, and office,
warehouse and manufacturing facilities which are noncancelable and expire at
various dates. Total rental expense for all operating leases for the period from
December 27, 1997 through June 4, 1998 was $0.8 million.

F-30
95
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum annual lease payments under these noncancellable operating
leases at June 4, 1998 are as follows (in thousands):

1998........................................................ $ 745
1999........................................................ 1,292
2000........................................................ 1,231
2001........................................................ 867
2002 and thereafter......................................... 725
------
Total............................................. $4,860
======

Employee Benefit Plans

Deltak maintains a profit-sharing plan for employees. Expenses for this
plan recorded by Deltak totaled $0.5 million for the period from December 27,
1997 through June 4, 1998. In addition to the Deltak profit-sharing plan, Deltak
and Braden each participate in the parent company's 401(k) plan covering
substantially all of Deltak and Braden's employees. Expense for the parent
company's 401(k) plan for the period from December 27, 1997 through June 4, 1998
was $0.1 million.

Braden participates in a defined benefit multi-employer union pension fund
covering all union employees. As required by labor contracts, Braden made
contributions totaling $0.1 million for the period from December 27, 1997
through June 4, 1998. These contributions are determined in accordance with the
provisions of negotiated labor contracts and generally are based on the number
of hours worked. Braden may be liable for its share of unfunded vested benefits,
if any, related to the union pension fund. Information from the union pension
fund's administrators indicates there are no unfunded vested benefits.

6. SEGMENT INFORMATION

The "management approach" called for by Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS 131) has been used by Company management to present the
segment information which follows. The Company considered the way its management
team organizes its operations for making operating decisions and assessing
performance and considered which components of its enterprise have discrete
financial information available. Management makes decisions using a product
group focus and its analysis resulted in two operating segments, Heat Recovery
Equipment and Auxiliary Power Equipment. The Company evaluates performance based
on net income or loss not including certain nonrecurring items.

Accounting policies used by the segments are the same as those described in
Note 2. Intersegment sales were not significant. Capital expenditures do not
include amounts arising from the acquisition of businesses. Interest expense has
been allocated consistent with the policies described in Note 3.

F-31
96
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table presents information about segment income and assets
for the period from December 27, 1997 through June 4, 1998:

HEAT RECOVERY AUXILIARY POWER
EQUIPMENT EQUIPMENT
------------- ---------------
(IN THOUSANDS)

Revenues............................................... $38,664 $22,217
Interest expense....................................... 236 203
Depreciation and amortization.......................... 660 857
Income tax expense..................................... 547 449
Net income............................................. 895 448
Assets................................................. 84,182 52,304
Capital expenditures (disposals)....................... 285 --

Product Revenues

The following table represents revenues by product group for the period
from December 27, 1997 through June 4, 1998 (in thousands):

Heat Recovery Equipment segment:
Heat recovery steam generators............................ $25,022
Specialty boilers......................................... 13,642
-------
38,664
-------
Auxiliary Power Equipment segment:
Exhaust systems........................................... $11,288
Inlet systems............................................. 8,832
Other..................................................... 2,097
-------
22,217
-------
$60,881
=======

Geographic Revenues

The following table presents revenues by geographic region for the period
from December 27, 1997 through June 4, 1998 (in thousands):

Revenues:
United States............................................. $33,383
Europe.................................................... 10,904
Asia...................................................... 5,458
Other..................................................... 11,136
-------
$60,881
=======

Management attributed sales to geographic location based on the
customer-determined destination of the delivered product. Substantially all of
the Company's assets are located in the United States.

F-32
97

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

GLOBAL POWER EQUIPMENT GROUP INC.

Common Stock

PROSPECTUS
, 2001

Joint Book-Running Managers

CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY
------------------

DEUTSCHE BANC ALEX. BROWN

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
98

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses payable in connection with the issuance and distribution of
the common stock being registered (other than underwriting discount)* are as
follows:

SEC registration fee........................................ $31,250
National Association of Securities Dealers fee.............. *
New York Stock Exchange listing fee......................... *
Printing and engraving expenses............................. *
Accounting fees and expenses................................ *
Legal fees and expenses..................................... *
Transfer agent's fees and expenses.......................... *
Blue sky fees and expenses.................................. *
Miscellaneous expenses...................................... *
-------
Total Expenses.............................................. $ *
=======

---------------
* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The information below briefly outlines the provisions of Sections 102(b)(7)
and 145 of the General Corporation Law of the State of Delaware, Article Eight
of our Certificate of Incorporation and Article of our By-Laws. For more
information, you may review the provisions of our Certificate of Incorporation
and By-Laws that we filed with the SEC.

ELIMINATION OF LIABILITY

Section 102(b)(7) of Delaware's corporation law gives each Delaware
corporation the power to eliminate or limit its directors' personal liability to
the corporation or its stockholders for monetary damages for certain breaches of
fiduciary duty as a director, except:

- for any breach of the director's duty of loyalty to the corporation or
its stockholders;

- for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of the law;

- under Section 174 of Delaware's corporation law (providing for liability
of directors for the unlawful payment of dividends or unlawful stock
purchases or redemptions); or

- for any transaction from which a director derived an improper personal
benefit.

You should know that our Certificate of Incorporation eliminates the
personal liability of our directors to the fullest extent permitted by Section
102(b)(7) of Delaware's corporation law.

INDEMNIFICATION

Section 145 of Delaware's corporation law grants each Delaware corporation
the power to indemnify its directors and officers against liability for certain
of their acts.

II-1
99

Our By-Laws will provide, among other things, that under certain
circumstances we will be required or permitted to indemnify any officer or
director of our company (or such person's estate):

- who was or is a party (or is threatened to be made a party) to a
threatened, pending or completed action, suit or other proceeding;

- whether or not the action, suit or other proceeding was or is in the
right of our company;

- regardless of whether the suit or other proceeding was or is civil,
criminal, administrative or investigative in nature; and

- by reason of the fact that he or she is or was one of our directors or
officers, or is or was serving at our request as a director or officer of
another corporation, partnership or other enterprise.

Unless otherwise permitted by applicable laws, our By-Laws will require us
to make a case-specific determination, in accordance with applicable laws, that
indemnification is proper in the circumstances. Our By-laws only will require us
to indemnify an officer or director if he or she acted in good faith and in a
manner he or she reasonably believed to be consistent with our best interests.
Moreover, with respect to any criminal action or proceeding, one of our officers
or directors will only be entitled to indemnification if he or she had no
reasonable cause to believe his or her conduct was unlawful. We will not be
required to indemnify, or advance expenses to any person in connection with any
action, suit or other proceeding (including any counterclaim) initiated by or on
his or her behalf.

You should know, however, that in the event that an officer or director of
our company is entitled to indemnification under our By-Laws, we may be required
to indemnify him or her against expenses (including, for example, attorneys'
fees, judgments, penalties, fines and settlement amounts actually and reasonably
incurred and not recovered related to such officer or director's investigation,
preparation to defend or defense of such action, suit, or other proceeding). You
should also know that, to the extent permitted by our By-Laws, our By-Laws will
authorize us to pay any such expenses in advance of the final disposition of the
action, suit or other proceeding in question. Our By-Laws will also authorize us
to make, to the extent permitted by law, such advance payments even if the
officer or director in question is alleged to have failed to meet the "good
faith" standard of conduct discussed above, or is alleged to have committed
conduct which, if true, would prevent us from indemnifying such officer or
director. Before making any advance payment, our By-Laws will require us to
receive an undertaking by or on behalf of the director or officer in question to
repay the advance if it is ultimately determined that he or she is not entitled
to indemnification.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued the securities set forth below
which were not registered under the Securities Act. Where appropriate, the
issuances described below relate to membership units issued by GEEG Holdings,
L.L.C., our predecessor.

In connection with its initial capitalization, GEEG Holdings, L.L.C. issued
preferred units and senior and junior common units to SMC Power Holdings LLC, WB
Holding Corp., Paribas Principal Incorporated, Indosuez GEEG Partners and
certain members of its management. GEEG Holdings, L.L.C. received $9.0 million
in exchange for 90,000 preferred units, $1.18 million in exchange for 71,253.34
senior common units and $10,400 in exchange for 10,400 junior units.

In addition, GEEG Holdings, L.L.C. issued warrants to purchase 3,133.33
senior units to Credit Agricole Indosuez and warrants to purchase 5,013.33
senior units to Paribas Capital Funding in connection with its 1998 Senior
Subordinated Loan Agreement, which was paid off as part of the August 2000
recapitalization.

The GEEG Holdings, L.L.C. preferred units outstanding prior to the August
2000 recapitalization were redeemed for $9.93 million in 1999.

II-2
100

GEEG Holdings, L.L.C. repurchased certain of its outstanding senior and
junior common units, as well as all of its warrants, in connection with its
August 2000 recapitalization. The remaining common units were retained and
converted into 183,600 preferred units and 204,000.0 common units, having an
aggregate value of $18.4 million and $2.0 million respectively after the August
2000 recapitalization.

Also in connection with the August 2000 recapitalization, GEEG Holdings,
L.L.C. issued 558,517.74 preferred units to GEEG Acquisition Holdings Corp. and
248,850.00 preferred units to GEEG Acquisition Holdings L.L.C. In addition, GEEG
Holdings, L.L.C. also issued 620,575.3 class A common units to GEEG Acquisition
Holdings Corp. and 276,500.0 class A common units to GEEG Acquisition Holdings
L.L.C.

In October 2000, in connection with the acquisition of CFI Holdings, Inc.,
GEEG Holdings, L.L.C. issued 18,000 preferred units and 2,000 common units,
representing $1.8 million and $200,000 of the purchase price, respectively, to
the two stockholders of CFI Holdings, Inc.

From time to time, GEEG Holdings, L.L.C. granted options to purchase equity
interests in GEEG Holdings, L.L.C. through (1) its 1998 option plan and 1998
non-employee director option plans, both of which were terminated and all
options issued pursuant thereto were redeemed as part of the August 2000
recapitalization, and (2) its 2000 option plan, which will be assumed upon
completion of the reorganization transaction and the common units available for
option grants under the 2000 option plan will be replaced by shares of our
common stock with the same economic value as of the completion of the
reorganization transaction. As of , there were outstanding options
to purchase an aggregate of 103,889.3 common units of GEEG Holdings, L.L.C., at
an exercise price of $10.00 per unit. We will assume these options upon
completion of the reorganization transaction and convert them into economically
equivalent options to purchase our common stock.

Immediately prior to the closing of this offering, we will issue:

- shares of our common stock to the holders of the outstanding
preferred and common units of GEEG Holdings, L.L.C. in exchange for those
units; and

- shares of our common stock to GEEG Acquisition Holdings Corp.,
a member of GEEG Holdings, L.L.C., in exchange for its contribution to us
of substantially all of its assets.

In the aggregate, we will issue approximately shares of common
stock in connection with this reorganization transaction. The issuance of our
common stock upon contribution by the members of GEEG Holdings, L.L.C. of the
equity interests, or of their assets and liabilities, as the case may be, will
be made in reliance on the exemption from registration under section 4(2) of the
Securities Act of 1933 and Rule 506 thereunder as a transaction not involving a
public offering.

Our issuances and the issuances by GEEG Holdings, L.L.C. of the above
securities were or will be intended to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act, or Regulation
D promulgated thereunder, or, with respect to issuances to employees under the
option plans and assumed options, Rule 701 promulgated under Section 3(b) of the
Securities Act of the Securities Act, as transactions by an issuer not involving
a public offering or transactions pursuant to compensatory benefits plans and
contracts relating to compensation as provided under such Rule 701. The
recipients of securities in each such transaction represented their intentions
to acquire the securities for investment only and not with a view to or for sale
in connection with any distributions thereof and appropriate legends were
affixed to the instruments representing such securities issued in such
transactions.

II-3
101

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------

1.1* Form of Underwriting Agreement.
2.1* Purchase Agreement, dated as of June 8, 1998, by and between
Global Energy Equipment Group, L.L.C., GEEG, Inc., Jason
Incorporated, Braden Nevada, Inc., Deltak Nevada, Inc.,
Jason Nevada, Inc., Deltak, L.L.C. and Braden Manufacturing
L.L.C.
2.2 Agreement and Plan of Merger, dated as of July 14, 2000,
among Saw Mill Investments LLC, GEEG Holdings, L.L.C., GEEG
Acquisition Holdings Corp. and GEEG Acquisition, L.L.C.
2.3 First Amendment to the Agreement and Plan of Merger, dated
as August 1, 2000, among Saw Mill Investments LLC, GEEG
Holdings, L.L.C., GEEG Acquisition Holdings Corp. and GEEG
Acquisition, L.L.C.
2.4* Form of Plan of Reorganization.
3.1 (a) Certificate of Incorporation of Global Power Equipment Group
Inc. filed with the Secretary of State of the State of
Delaware, as amended (to be replaced by exhibit 3.1(b) upon
the closing of this offering).
3.1 (b)* Form of Amended and Restated Certificate of Incorporation of
Global Power Equipment Group Inc. (to be effective upon the
closing of this offering).
3.2 (a) By-Laws of Global Power Equipment Group Inc. (to be replaced
by exhibit 3.2(b) upon the closing of this offering).
3.2 (b)* Form of Amended and Restated By-Laws of Global Power
Equipment Group Inc. (to be effective upon the closing of
this offering).
4.1* Form of specimen stock certificate.
5.1* Opinion of White & Case LLP regarding the legality of the
offering.
8.1* Opinion of White & Case LLP regarding certain tax matters.
10.1 Acquisition Agreement, dated as of October 31, 2000, by and
among GEEG Holdings, L.L.C., CFI Holdings, Inc., John L.
McSweeney and Truman W. Bassett.
10.2 Management Agreement, dated as of August 1, 2000, by and
between Harvest Partners, Inc. and Global Energy Equipment
Group, L.L.C.
10.3* Form of Amendment to Management Agreement by and between
Harvest Partners, Inc. and Global Power Equipment Group Inc.
to be entered into in connection with the reorganization
transaction.
10.4 Indemnity Escrow Agreement, dated as of October 31, 2000,
among GEEG Holdings, L.L.C., John L. McSweeney, Truman W.
Bassett and United States Trust Company of New York.
10.5 Purchase Price Escrow Agreement, dated as of October 31,
2000, among GEEG Holdings, L.L.C., John L. McSweeney, Truman
W. Bassett and United States Trust Company of New York.
10.6 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
Larry D. Edwards.
10.7 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Deltak, L.L.C., and Michael H.
Hackner.
10.8 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings L.L.C., Deltak, L.L.C. and Gary Obermiller.

II-4
102

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------

10.9 Employment Agreement dated August 1, 2000, by and among GEEG
Holdings, L.L.C., Braden Manufacturing, L.L.C. and Gene F.
Schockemoehl.
10.10 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
James P. Wilson.
10.11* Form of 2001 Management Incentive Compensation Plan.
10.12 GEEG Holdings, L.L.C. 2000 Option Plan.
10.13 Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to John L. McSweeney in a stated amount of $2,750,000.
10.14 Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to Truman W. Bassett in a stated amount of $2,750,000.
10.15* Purchase Agreement, dated as of December 21, 2000, by and
among Cemex, S.A. de C.V., F.L. Smidth & Co., Fabricacion de
Maquinaria Pesada, S.A. de C.V., Braden Manufacturing,
L.L.C. and Braden Manufacturing, S.A. de C.V.
10.16* Form of Contribution Agreement by and between certain
members of GEEG Holdings, L.L.C. and Global Power Equipment
Group Inc. to be entered into in connection with the
reorganization transaction.
10.17* Form of Contribution Agreement by and between stockholders
of GEEG Acquisition Holdings Corp. and Global Power
Equipment Group Inc. to be entered into in connection with
the reorganization transaction.
10.18* Form of Registration Rights Agreement among Global Power
Equipment Group Inc. and its shareholders to be entered into
in connection with the reorganization transaction.
10.19* Form of Amended and Restated Credit Facility to be entered
into in connection with the reorganization transaction.
10.20 Senior Subordinated Loan Agreement, dated as of August 1,
2000 among Global Energy Equipment Group, L.L.C. and the
lenders party thereto.
21.1* List of Subsidiaries.
23.1* Consent of Arthur Andersen LLP
23.2* Consent of White & Case LLP (included in Exhibit 5.1
hereto).
23.3* Consent of White & Case LLP (included in Exhibit 8.1
hereto).
24.1 Power of Attorney. (included on signature page)

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

(b) Consolidated Financial Statement Schedules

Accountants' Consent and Report on Schedules

Schedule I -- GEEG Holdings, L.L.C. and Subsidiaries --
Schedule of Valuation and Qualifying Accounts
Schedule II -- Jason Incorporated Power Generation Division (Predecessor) --
Schedule of Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange
II-5
103

Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-6
104

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Tulsa, Oklahoma on March 9, 2001.

GLOBAL POWER EQUIPMENT GROUP INC.

By: /s/ LARRY EDWARDS
------------------------------------
Larry Edwards
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry Edwards and Stephen Eisenstein his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement or any other Registration Statement for the same
offering that is to be effective upon filing pursuant to Rule 462(B) under the
Securities Act, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
the said attorneys-in-fact and agents or either of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons (who include a
majority of the Board of Directors) in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ LARRY EDWARDS President, Chief Executive March 9, 2001
--------------------------------------------------- Officer and Director (Principal
Larry Edwards Executive Officer)

/s/ MICHAEL HACKNER Treasurer (Principal Financial March 9, 2001
--------------------------------------------------- and Accounting Officer)
Michael Hackner

/s/ STEPHEN EISENSTEIN Director March 9, 2001
---------------------------------------------------
Stephen Eisenstein

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To GEEG Holdings, L.L.C.:

We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of GEEG Holdings,
L.L.C. included in this registration statement and have issued our report dated
February 16, 2001. Our audit was made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole. The schedules of
valuation and qualifying accounts are the responsibility of GEEG Holdings,
L.L.C. management and is presented for purposes of complying with the Securities
and Exchange Commission rules and is not part of the basic consolidated
financial statements. These schedules have been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
February 16, 2001

S-1
106

GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES

SCHEDULES OF VALUATION AND QUALIFYING ACCOUNTS
1988 (STUB PERIOD), 1999, 2000

BALANCE CHARGES TO BALANCE
AT BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES(A) WRITE-OFFS(B) OF PERIOD
----------- ------------ ----------- ------------- ---------
(IN THOUSANDS)

For the period from June 5, 1998 (inception)
through December 26, 1998:
Allowance for doubtful accounts............ $1,710 $ (96) $ 165 $1,779
For the year ended December 25, 1999:
Allowance for doubtful accounts............ 1,779 (202) (592) 985
For the year ended December 30, 2000:
Allowance for doubtful accounts............ 985 806 50 1,841

---------------
(a) No amounts were charged to other accounts in any period.

(b) Amounts are net of recoveries of $206, $270 and $64 for 1998 (stub period),
1999 and 2000, respectively.

S-2
107

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Jason Incorporated Power Generation Division (Predecessor):

We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of Jason
Incorporated Power Generation Division (Predecessor) included in this
registration statement and have issued our report dated February 23, 2001. Our
audit was made for the purpose of forming an opinion on the basic consolidated
financial statements taken as a whole. The schedule of valuation and qualifying
accounts is the responsibility of the Jason Incorporated Power Generation
Division (Predecessor) management and is presented for purposes of complying
with the Securities and Exchange Commission rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
February 23, 2001

S-3
108

JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)

SCHEDULES OF VALUATION AND QUALIFYING ACCOUNTS

BALANCE CHARGES TO BALANCE
AT BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES(A) WRITE-OFFS(B) OF PERIOD
----------- ------------ ----------- ------------- ---------
(IN THOUSANDS)

For the period from December 27, 1997 through
June 4, 1998:
Allowance for doubtful accounts............ $1,105 $649 $(44) $1,710

---------------
(a) No amounts were charged to other accounts.

(b) Amount is net of recoveries of $19 for the period from December 27, 1997
through June 4, 1998.

S-4
109

EXHIBIT INDEX

(a) Exhibits:

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------

1.1* Form of Underwriting Agreement.
2.1* Purchase Agreement, dated as of June 8, 1998, by and between
Global Energy Equipment Group, L.L.C., GEEG, Inc., Jason
Incorporated, Braden Nevada, Inc., Deltak Nevada, Inc.,
Jason Nevada, Inc., Deltak, L.L.C. and Braden Manufacturing
L.L.C.
2.2 Agreement and Plan of Merger, dated as of July 14, 2000,
among Saw Mill Investments LLC, GEEG Holdings, L.L.C., GEEG
Acquisition Holdings Corp. and GEEG Acquisition, L.L.C.
2.3 First Amendment to the Agreement and Plan of Merger, dated
as August 1, 2000, among Saw Mill Investments LLC, GEEG
Holdings, L.L.C., GEEG Acquisition Holdings Corp. and GEEG
Acquisition, L.L.C.
2.4* Plan of Reorganization.
3.1(a) Certificate of Incorporation of Global Power Equipment Group
Inc. filed with the Secretary of State of the State of
Delaware, as amended (to be replaced by exhibit 3.1(b) upon
the closing of this offering).
3.1(b)* Form of Amended and Restated Certificate of Incorporation of
Global Power Equipment Group Inc. (to be effective upon the
closing of this offering).
3.2(a) By-Laws of Global Power Equipment Group Inc. (to be replaced
by exhibit 3.2(b) upon the closing of this offering).
3.2(b)* Form of Amended and Restated By-Laws of Global Power
Equipment Group Inc. (to be effective upon the closing of
this offering).
4.1* Form of Specimen Stock Certificate
5.1* Opinion of White & Case LLP regarding the legality of the
offering.
8.1* Opinion of White & Case LLP regarding certain tax matters.
10.1 Acquisition Agreement, dated as of October 31, 2000, by and
among GEEG Holdings, L.L.C., CFI Holdings, Inc., John L.
McSweeney and Truman W. Bassett.
10.2 Management Agreement by and between Harvest Partners, Inc.
and Global Energy Equipment Group, L.L.C.
10.3* Form of Amendment to Management Agreement by and between
Harvest Partners, Inc. and Global Power Equipment Group,
Inc. to be entered into in connection with the
reorganization transaction.
10.4 Indemnity Escrow Agreement, dated as of October 31, 2000,
among GEEG Holdings, L.L.C., John L. McSweeney, Truman W.
Bassett and United States Trust Company of New York.
10.5 Purchase Price Escrow Agreement, dated as of October 31,
2000, among GEEG Holdings, L.L.C., John L. McSweeney, Truman
W. Bassett and United States Trust Company of New York.
10.6 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
Larry D. Edwards.
10.7 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Deltak, L.L.C., and Michael H.
Hackner.
10.8 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings L.L.C., Deltak, L.L.C. and Gary Obermiller.
10.9 Employment Agreement dated August 1, 2000, by and among GEEG
Holdings, L.L.C., Braden Manufacturing, L.L.C. and Gene F.
Schockemoehl.

110

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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10.10 Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
James P. Wilson.
10.11* Form of 2001 Management Incentive Compensation Plan.
10.12 GEEG Holdings, L.L.C. 2000 Option Plan.
10.13 Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to John L. McSweeney in a stated amount of $2,750,000.
10.14 Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to Truman W. Bassett in a stated amount of $2,750,000.
10.15* Purchase Agreement, dated as of December 21, 2000, by and
among Cemex, S.A. de C.V., F.L. Smidth & Co., Fabricacion de
Maquinaria Pesada, S.A. de C.V., Braden Manufacturing,
L.L.C. and Braden Manufacturing, S.A. de C.V.
10.16* Form of Contribution Agreement by and between certain
members of GEEG Holdings, L.L.C. and Global Power Equipment
Group Inc. to be entered into in connection with the
reorganization transaction.
10.17* Form of Contribution Agreement by and between stockholders
of GEEG Acquisition Holdings, Corp. and Global Power
Equipment Group Inc. to be entered into in connection with
the reorganization transaction.
10.18* Form of Registration Rights Agreement among Global Power
Equipment Group Inc. and its shareholders to be entered into
in connection with the reorganization transaction.
10.19* Form of Amended and Restated Credit Senior Facility to be
entered into in connection with the reorganization
transaction.
10.20 Senior Subordinated Loan Agreement, dated as of August 1,
2000 among Global Energy Equipment Group, L.L.C. and the
lenders party thereto.
21.1* List of Subsidiaries.
23.1 Consent of Arthur Andersen LLP
23.2* Consent of White & Case LLP (included in Exhibit 5.1
hereto).
23.3* Consent of White & Case LLP (included in Exhibit 8.1
hereto).
24.1 Power of Attorney (included on signature page)

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

(b) Consolidated Financial Statement Schedules:
Accountants' Consent and Report on Schedules

Schedule I -- GEEG Holdings, L.L.C. and Subsidiaries -- Schedule of
Valuation and Qualifying Accounts

Schedule II -- Jason Incorporated Power Generation Division
(Predecessor) -- Schedule of Valuation and Qualifying
Accounts