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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 13E-3

RULE 13e-3. TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

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EDISON CONTROL CORPORATION
--------------------------
(Name of the Issuer)

EDISON CONTROL CORPORATION
WILLIAM B. FINNERAN
ALAN J. KASTELIC
----------------
(Name of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)

280883 10 9
-----------
(CUSIP Number of Class of Securities)

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

EDISON CONTROL CORPORATION
777 MARITIME DRIVE
P.O. BOX 308 PORT
WASHINGTON, WISCONSIN
53074-0308
TELEPHONE (262) 268-6800
------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notice and Communications on
Behalf of Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act of
1933.

c. [ ] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]

Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]

CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee**
------------------------------ --------------------------------

$3,421,486 $685

* The transaction valuation was based upon (i) the product of 474,950 shares
of Edison Control Corporation Common Stock at a per share price of $7.00
and (ii) the termination of options to purchase 27,334 shares of Common
Stock at an aggregate cost of $96,836.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction
valuation.

[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)
(2) of the Securities Exchange Act of 1934 and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of
its filing.

Amount Previously Paid: $685 Filing Party: Edison Control Corporation

Form or Registration No.: Schedule 14A Date Filed: April 24, 2003

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by (i) Edison Control Corporation, a New Jersey
corporation ("EDCO"), the issuer of the equity securities that are the subject
of the Rule 13e-3 transaction, (ii) William B. Finneran, a natural person and
beneficial owner of approximately 67% of EDCO's outstanding common stock (the
"Majority Shareholder"), and (iii) Alan J. Kastelic, a natural person and
beneficial owner of approximately 4% of EDCO's outstanding common stock. EDCO is
submitting to its shareholders a proposal to take the company private through
the adoption of an amendment to EDCO's Certificate of Incorporation providing
for a one-for-66,666 reverse stock split of EDCO's common stock.

Shareholders holding less than one share after the reverse stock split will
be entitled to receive a cash payment of $7.00 per pre-split share in lieu of
any fractional shares. This reverse stock split proposal is part of a proposed
"going private" transaction and is upon the terms and subject to the conditions
of the preliminary proxy statement filed concurrently with this Schedule 13E-3
("Proxy Statement"). The EDCO Board of Directors is soliciting proxies from
shareholders of EDCO in connection with the reverse stock split pursuant to the
Proxy Statement. The information in the Proxy Statement, including all annexes
and exhibits thereto, is expressly incorporated by reference herein in its
entirety and responses to each item herein are qualified in their entirety by
the information contained in the Proxy Statement and the annexes and exhibits
thereto. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Proxy Statement.

Item 1. Summary Term Sheet

Regulation M-A The information set forth in the Proxy Statement under the
Item 1001 caption "Summary Term Sheet" is incorporated herein by
reference.

Item 2. Subject Company Information

Regulation M-A
Item 1002
(a) Name and Address. The information set forth in the
Proxy Statement under the caption "Summary Term
Sheet" is incorporated herein by reference.

(b) Securities. The information set forth in the Proxy
Statement under the caption "The Special Meeting -
Record Date" is incorporated herein by reference.

(c)-(d) Trading Market and Price; Dividends. The
information set forth in the Proxy Statement under
the caption "Special Factors - Price Range of
Common Stock and Dividends; Related Shareholder
Matters" is incorporated herein by reference.

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information set forth in
the Proxy Statement under the caption "Other
Matters - Transactions in Capital Stock by Certain
Persons" is incorporated herein by reference.

Item 3. Identity and Background of the Filing Person

Regulation M-A
Item 1003
(a)-(c) Name and Address; Business and Background of
Entities; Business and Background of Natural
Persons. Edison Control Corporation is a
corporation organized under the laws of the State
of New Jersey. The principal executive offices of
Edison Control Corporation are located at 777
Maritime Drive, Port Washington, Wisconsin
53704-0308. The telephone number is (262) 268-6800.

Directors and Executive Officers of Edison Control
Corporation. The table below sets forth for each of
the directors and executive officers of Edison
Control Corporation their respective present
principal occupation or employment, the name and
principal business of the corporation or other
organization in which such occupation or employment
is conducted and the five-year employment history
of each such director and executive officer. Each
person identified below is a United States citizen.
Each person's principal address and business
telephone number is c/o Edison Control Corporation,
777 Maritime Drive, P.O. Box 308, Port Washington,
Wisconsin 53074-0308, (262) 268-6800.

Present Principal Occupation or Employment and Material
Name Positions Held During The Past Five Years
---- -----------------------------------------

William B. Finneran Mr. Finneran is a Managing Director of Wachovia
Securities, an investment-banking firm. Prior to
joining Wachovia in 1999, Mr. Finneran was a Managing
Director at CIBC Oppenheimer Corp., an
investment-banking firm, and had been employed with
Oppenheimer since 1972. Mr. Finneran is a Director of
National Planning Association, a non-profit advisory
board. He serves on the Board of Villanova University
and is a former Board Member of Covenant House and
Operation Smile, non-profit charitable institutions.
Mr. Finneran also currently serves on the Executive
Committee of the New York Archdiocesan Patrons Program.

Robert L. Cooney Mr. Cooney is a partner of Cooney & Co., a financial
consulting firm which he founded in February 1997.
Mr. Cooney was a Managing Director-Equity Capital
Markets at Credit Suisse First Boston from 1977 to
January 1997. Mr. Cooney also serves as a director
of Equity One, Inc., a NYSE-listed real estate
investment trust located in Miami, Florida.

Alan J. Kastelic Mr. Kastelic was appointed President and Chief
Executive Officer of Edison Control Corporation in
June 1998 and President and Chief Executive Officer of
Construction Forms in June 1996 when the Company
acquired Construction Forms. Mr. Kastelic had
previously been Executive Vice President and Chief
Operating Officer of Construction Forms, which he
joined in 1977. Prior to joining Construction Forms,
Mr. Kastelic was Manufacturing Manager at Badger
Dynamics and Chief Cost Accountant, Material Control
Manager and Manager of Manufacturing at the PCM
division of Koehring Corporation.

Present Principal Occupation or Employment and Material
Name Positions Held During The Past Five Years
---- -----------------------------------------
William C. Scott Mr. Scott was the Chairman and Chief Executive Officer
of Panavision Inc. from 1988 to 1999, a leading
designer and manufacturer of high-precision film camera
systems for the motion picture and television
industries. From 1972 until 1987, Mr. Scott was
President and Chief Operating Officer of Western
Pacific Industries Inc., a manufacturer of industrial
products. Prior to 1972, Mr. Scott was a Group Vice
President of Cordura Corporation (a business
information company) for three years and Vice President
of Booz, Allen & Hamilton (a management-consulting
firm) for five years. He is currently a director of
Audio Visual Services Corporation and of Vari-Lite,
Inc.

Gregory L. Skaar Mr. Skaar was appointed Chief Financial Officer on
February 20, 2003. Mr. Skaar is also the Chief
Financial Officer of Construction Forms, our
wholly-owned subsidiary. He served as our Corporate
Controller from 1997 to February 20, 2003. From 1991 to
1997, Mr. Skaar was with the Cooper Power Systems
Division of Cooper Industries where he served as a
Product Line Controller. From 1985 to 1991 he was
employed by the international accounting firm of
Deloitte & Touche LLP.

To the knowledge of EDCO, during the last five years, none of the foregoing
directors or executive officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
judicial or administrative proceeding resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violations of such laws.

Item 4. Terms of the Transaction

Regulation M-A
Item 1004
(a)(1) Tender Offers. Not applicable.

(a)(2)(i) Transaction Description. The information set forth
in the Proxy Statement under the caption "Summary
Term Sheet" is incorporated herein by reference.

(a)(2)(ii) Consideration. The information set forth in the
Proxy Statement under the captions "Summary Term
Sheet," "Special Factors - Background of the
Reverse Stock Split" and "Special Factors - Messrs.
Finneran and Kastelic's Position as to the Fairness
of the Reverse Stock Split" is incorporated herein
by reference.

(a)(2)(iii) Reasons for Transaction. The information set forth in the
Proxy Statement under the captions "Special Factors -
Recommendation of the Special Committee and Our Board of
Directors," "Special Factors - Position of the Special
Committee and Our Board of Directors as to Fairness of the
Reverse Stock Split," "Special Factors - Messrs.
Finneran and Kastelic's Position as to the Fairness of the
Reverse Stock Split" and "Special Factors - Purpose of and
Reasons for the Reverse Stock Split" is incorporated
herein by reference.

(a)(2)(iv) Vote Required for Approval. The information set
forth in the Proxy Statement under the caption "The
Special Meeting - Voting Rights; Vote Required for
Approval" is incorporated herein by reference.

(a)(2)(v) Differences in the Rights of Security Holders. The
information set forth in the Proxy Statement under
the caption "Special Factors - Effects of the
Reverse Stock Split; Plans or Proposals After the
Reverse Stock Split" is incorporated herein by
reference.

(a)(2)(vi) Accounting Treatment. Not applicable.

(a)(2)(vii) Income Tax Consequences. The information set forth
in the Proxy Statement under the caption "Special
Factors - Material U.S. Federal Income Tax
Consequences of the Reverse Stock Split to Our
Shareholders" is incorporated herein by reference.

(b) Purchases. The information set forth in the Proxy
Statement under the caption "Special Factors -
Interests of Directors and Executive Officers in
the Reverse Stock Split" in incorporated herein by
reference.

(c) Different Terms. The information set forth in the
Proxy Statement under the caption "Special Factors
- Effects of the Reverse Stock Split; Plans or
Proposals after the Reverse Stock Split" is
incorporated herein by reference.

(d) Appraisal Rights. The information set forth in the
Proxy Statement under the captions "Summary Term
Sheet" and "The Special Meeting - Voting Rights;
Vote Required for Approval" is incorporated herein
by reference.

(e) Provisions for Unaffiliated Security Holders. The
information set forth in the Proxy Statement under
the caption "Other Matters - Where You Can Find
More Information" is incorporated herein by
reference.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A
Item 1005
(a)(1) - (a)(2) Transactions with EDCO; Transactions with
Officers, Directors and Affiliates of EDCO . The
information set forth in the Proxy Statement under
the caption "Other Matters - Other Transactions" is
incorporated herein by reference.

(b)-(c), (e) Significant Corporate Events; Negotiations or Contacts.
None.

(e) Agreements Involving the Subject Company's Securities. None.

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A
Item 1006
(b) Use of Securities Acquired. Not applicable.

(c)(1)-(8) Plans. The information set forth in the Proxy
Statement under the caption "Special Factors -
Effects of the Reverse Stock Split; Plans or
Proposals After the Reverse Stock Split" is
incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A
Item 1013

(a) Purposes. The information set forth in the Proxy
Statement under the caption "Special Factors -
Purpose of and Reasons for the Reverse Stock Split"
is incorporated herein by reference.

(b) Alternatives. The information set forth in the
Proxy Statement under the caption "Special Factors
- Alternatives to the Reverse Stock Split" is
incorporated herein by reference.

(c) Reasons. The information set forth in the Proxy Statement
under the captions "Special Factors - Background of the
Reverse Stock Split," "Special Factors - Position of the
Special Committee and Our Board of Directors as to Fairness
of the Reverse Stock Split," "Special Factors - Messrs.
Finneran and Kastelic's Position as to the Fairness of the
Reverse Stock Split," "Special Factors - Opinion of
Schroeder & Co.," "Special Factors - Purpose of and Reasons
for the Reverse Stock Split" and "Special Factors -
Alternatives to the Reverse Stock Split" is incorporated
herein by reference.

(d) Effects. The information set forth in the Proxy Statement
under the captions "Special Factors - Purpose of and Reasons
for the Reverse Stock Split;" "Special Factors - Effects of
the Reverse Stock Split; Plans or Proposals After the
Reverse Stock Split," "Special Factors - Material U.S.
Federal Income Tax Consequences of the Reverse Stock
Split to Our Shareholders," "Special Factors - Advantages
of the Reverse Stock Split" and "Special Factors -
Disadvantages to the Reverse Stock Split" is incorporated
herein by reference.

Item 8. Fairness of the Transaction

Regulation M-A
Item 1014
(a)-(b) Fairness; Factors Considered in Determining Fairness. The
information set forth in the Proxy Statement under the
captions "Special Factors -Recommendations of the Special
Committee and our Board of Directors," "Special Factors -
Position of the Special Committee and Our Board of Directors
as to Fairness of the Reverse Stock Split," "Special Factors
- Messrs. Finneran and Kastelic's Position as to the
Fairness of the Reverse Stock Split," "Special Factors -
Opinion of Schroeder & Co.," and "Special Factors - Purpose
of and Reasons for the Reverse Stock Split" is incorporated
herein by reference.

(c) Approval of Security Holders. The information set
forth in the Proxy Statement under "The Special
Meeting - Voting Rights; Vote Required for
Approval" is incorporated herein by reference.

(d) Unaffiliated Representative. The information set
forth in the Proxy Statement

under the caption "Special Factors--Background of the
Reverse Stock Split" is incorporated herein by reference.

(e) Approval of Directors. The information set forth in
the Proxy Statement under the captions "Special
Factors - Background of the Reverse Stock Split,"
and "Special Factors - Special Committee's Position
as to the Fairness of the Reverse Stock Split" is
incorporated herein by reference.

(f) Other Offers. None.

Item 9. Reports, Opinions, Appraisals and Negotiations

Regulation M-A
Item 1015
(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the
Report, Opinion or Appraisal; Availability of Documents.
The information set forth in the Proxy Statement under the
captions "Special Factors - Opinion of Schroeder & Co.,"
"Special Factors - Position of the Special Committee and Our
Board of Directors as to Fairness of the Reverse Stock
Split," and "Special Factors - Messrs. Finneran and
Kastelic's Position as to the Fairness of the Reverse Stock
Split," is incorporated herein by reference. The full
text of the written opinion of Schroeder & Co., dated
April 1, 2003, is attached to the Proxy Statement as
Exhibit (c)(1) thereto and is incorporated herein by
reference. The written materials presented by Schroeder &
Co. to the Edison Control Corporation Special Committee are
set forth as Exhibit (c)(2) hereto and are incorporated
herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A
Item 1007
(a)-(d) Source of Funds; Conditions; Expenses; Borrowed
Funds. The information set forth in the Proxy
Statement under the captions "Special Factors -
Source and Amount of Funds" and "Special Factors -
Fees and Expenses of the Reverse Stock Split" is
incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company

Regulation M-A
Item 1008
(a) Securities Ownership. The information set forth in
the Proxy Statement under the caption "Other
Matters - Security Ownership of Specified
Beneficial Owners and Management" is incorporated
herein by reference.

(b)(1)-(5) Securities Transactions. None.

Item 12. The Solicitation or Recommendations

Regulation M-A
Item 1012
(d) Intent to Tender or Vote in a Going-Private
Transaction. The information

set forth in the Proxy Statement under the caption "The
Special Meeting - Voting Rights; Vote Required for Approval"
is incorporated herein by reference.

(e) Recommendations of Others. The information set
forth in the Proxy Statement under the captions
"Special Factors - Background of the Reverse Stock
Split," "Special Factors - Recommendations of the
Special Committee and Our Board of Directors," and
"Special Factors - Messrs. Finneran and Kastelic's
Position as to the Fairness of the Reverse Stock
Split" is incorporated herein by reference.

Item 13. Financial Statements

Regulation M-A
Item 1010
(a) Financial Information. The information set forth in
the Proxy Statement under the caption "Audited
Financial Statements" is incorporated herein by
reference.

(b) Pro Forma Information. None.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A
Item 1009
(a)-(b) Solicitations or Recommendations; Employees and Corporate
Assets. The information set forth in the Proxy Statement
under the captions "Special Factors - Background of the
Reverse Stock Split," "Special Factors - Opinion of
Schroeder & Co.," "Special Factors - Position of the Special
Committee and Our Board of Directors as to Fairness of the
Reverse Stock Split," "Special Factors - Messrs. Finneran
and Kastelic's Position as to the Fairness of the Reverse
Stock Split," "The Special Meeting - Solicitation of
Proxies" is incorporated herein by reference.

Item 15. Additional Information

Regulation M-A
Item 1011
(b) Other Material Information. The information set
forth in the Proxy Statement, including all annexes
and exhibits thereto, is incorporated herein by
reference.

Item 16. Exhibits

Regulation M-A
Item 1016
(a)(1) Proxy Statement filed with the Securities and
Exchange Commission on April 24, 2003 (incorporated
herein by reference to the Proxy Statement).

(a)(2) Letter dated March 4, 2003, from Mr. William B.
Finneran and Mr. Alan J. Kastelic, regarding the
reverse stock split proposal, attached as Exhibit A
to the Proxy Statement (incorporated herein by
reference to the Proxy Statement).

(a)(3) Press Release of Edison Control Corporation, dated
March 12, 2003 (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K of
Edison Control Corporation dated March 12, 2003).

(a)(4) Press Release of Edison Control Corporation, dated
April 2, 2003 (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K of Edison
Control Corporation dated April 2, 2003).

(a)(5) Press Release of Edison Control Corporation, dated
April 9, 2003 (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K of Edison
Control Corporation dated April 9, 2003).

(b) Term Sheet from LaSalle National Bank Association,
regarding financing for the reverse stock split.

(c)(1) Opinion of Schroeder & Co., attached as Exhibit C
to the Proxy Statement (incorporated herein by
reference to the Proxy Statement).

(c)(2) Materials presented by Schroeder & Co. to the
Special Committee of the Board of Directors of
Edison Control Corporation.

SIGNATURE

After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: April 24, 2003

EDISON CONTROL CORPORATION

By: /s/ Alan J. Kastelic
---------------------------------------
Name: Alan J. Kastelic
Title: President and Chief Executive
Officer

By: /s/ William B. Finneran
---------------------------------------
Name: William B. Finneran

By: /s/ Alan J. Kastelic
---------------------------------------
Name: Alan J. Kastelic

EXHIBIT INDEX

Regulation M-A

(a)(1) Proxy Statement filed with the Securities and
Exchange Commission on April 24, 2003 (incorporated
herein by reference to the Proxy Statement).

(b) Term Sheet from LaSalle National Bank Association,
regarding financing for the reverse stock split.

(c)(1) Opinion of Schroeder & Co., attached as Exhibit C
to the Proxy Statement (incorporated herein by
reference to the Proxy Statement).

(c)(2) Materials presented by Schroeder & Co. to the
Special Committee of the Board of Directors of
Edison Control Corporation.

Exhibit (b)
Construction Forms - Term Sheet

March 2003

FINANCIAL COMMITMENT
--------------------

Borrower: Construction Forms, Inc. and subsidiaries (the
"Company") a Wisconsin corporation.

Lender: LaSalle Bank National Association (the "Bank").

Documentation: The Facilities will be evidenced by a credit
agreement (the "Credit Agreement"), and other loan
documents mutually satisfactory to the Borrower and the
Bank.

CREDIT FACILITIES
-----------------

FACILITY I: Secured Revolving Credit Facility (existing)
- ----------

Amount: $6,000,000.

Purpose: To support working capital and general corporate
purposes of the Company.

Term: Maturity of April 30, 2005.

Amortization: None.

Availability: Continuation of existing requirement of monthly
Borrowing Base submitted by the Company (same
advance rates). Availability to be reduced by
$1,000,000 as collateral support to new
Facility II (see below).

Pricing: The Borrower shall have the option of loans at the
Prime Rate or LIBOR Rate (as per existing
Pricing Grid):

Unused Fee: The Borrower shall pay a usage fee
(per Pricing Grid) on the average unused
amount under the Facility, payable
quarterly in arrears from the closing
date until termination of the facility.

FACILITY II: Secured Term Loan - NEW
- -----------

Amount: $5,000,000.

Purpose: To finance a Reverse Stock Split on behalf of Edison
Control Corporation.

Term: Five Years. Amortization to be on a Seven-Year basis
with balloon maturity at the end of fifth year.

Rate: The Borrower shall have the option of loans at the
Prime Rate or LIBOR Rate (per Pricing Grid) with 50
basis point premium at each level above Revolving
Credit. Therefore, expected to be Level
II at outset (LIBOR + 250 bp) based upon
projected leverage.

Excess Cash Flow: For the first two years of the facility, an additional
amortization payment shall be required annually,
based upon FYE results equal to 50% of Excess Cash Flow
(to be defined as cash flow, less interest & principal
payments, Sub S tax dividends, capital expenditures,
and growth in working capital).

OTHER TERMS
-----------

Collateral: Credit Facilities to be secured by a first perfected
general security interest in all assets of the
Borrower, including personal property and intangible
assets.

Guarantee: Edison Control Corporation to guarantee borrowings of
Construction Forms, Inc.

Representations and
Warranties: The Credit Agreement shall also contain
representations and warranties with
respect to the Company; including,
representations and warranties with
respect to: corporate existence and
standing; no material litigation,
authorization and validity; taxes;
contingent obligations; subsidiaries;
ERISA matters; accuracy of information;
compliance with laws; ownership of
property; insurance; and environmental
matters.

Closing Fee: Fee due at closing equal to $25,000.

COVENANTS

The Credit Agreement will have customary covenants, including but not limited
to:

Financial Reporting: o Annual certified audited financial statements of
the Company due within 90 days after each fiscal
year;

o Monthly certified financial statements of the
Company and Affiliates, together with current
Borrowing Base Certificate, due within 30 days
after each of the first eleven fiscal months;

o Quarterly covenant compliance and no default
certificate signed by the Chief Financial Officer
or CEO and delivered with the financial
statements; and

o Limitations on additional indebtedness, dividends
(other than Sub S tax distributions) and
stock repurchases, restrictions on subsidiaries'
ability to pay dividends, capital expenditures,
mergers and acquisitions, asset sales,
investments, loans & advances, guarantees, other
liens and changes in control.

Financial Covenants: The Credit Agreement will continue the same financial
covenants, however, with required levels adjusted to
accommodate Facility II:

o Maximum Senior Leverage Ratio defined as Senior
Debt divided by EBITDA, calculated on a trailing
four-quarter basis:
FYE 1/31/03 2.75 : 1
FYE 1/31/04 2.25 : 1
To Termination

o Minimum Current Ratio at all times:
1.50 : 1

o Fixed Charge Coverage (defined as
ratio of EBITDA to Interest Expense
+ Current Principal) measured
quarterly for the Company's
completed rolling four quarters:
1.50 : 1

o Minimum Tangible Net Worth defined as
Shareholders'

Equity less Intangible Assets, at
all times;
$3,750,000 plus 75% annual net income

o Maximum Capital Expenditures as tested annually:
$1,000,000

Conditions of
Approval:
1. Satisfactory Field Examination of the Company's
systems and procedures by staff of LaSalle Bank;
to be completed post-closing.
2. Completion of satisfactory amended Loan
Agreement.

Costs & Expenses: The Company to be responsible for the costs and
expenses incurred by LaSalle and its legal counsel for
the preparation and enforcement of these facilities,
in addition to all out of pocket costs.

Governing Law: State of Wisconsin

Proposal Extended By: Proposal Accepted By:

LaSalle Bank N. A. Construction Forms, Inc.

- ------------------------ ------------------------------
James A. Meyer By:
Senior Vice President Title:

On:
--------------------

PRICING GRID

- -------------------------------------------------------------------------------------------------------------------------
PRICING GRID
- -------------------------------------------------------------------------------------------------------------------------

EXHIBIT A
LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4
- -------------------------------------------------------------------------------------------------------------------------

Greater than or equal Greater than or equal
Ratio of Senior Debt/ Greater than 2.25 to to 2.00 to 1.00 but to 1.75 to 1.00 but
EBITDA 1.00 less than 2.25 to 1.00 less than 2.00 to 1.00 Less than 1.75 to 1.00
- -------------------------------------------------------------------------------------------------------------------------

Unused Fee 50 bps 37.5 bps 37.5 bps 25 bps
- -------------------------------------------------------------------------------------------------------------------------
LIBOR Margin 225 bps 200 bps 175 bps 150 bps
- -------------------------------------------------------------------------------------------------------------------------
Prime Margin 25 bps 0 bps 0 bps 0 bps
- -------------------------------------------------------------------------------------------------------------------------

* Pricing Grid reflects Revolving Credit pricing. Term Loan margin to be 50 bp
higher at each level of the Grid.

Exhibit (c)(2)

MARKET COMPARABLES
------------------

Shares
Company Current Price P/E Ratio Avg Daily Volume Outstanding (000's)
- ------- ------------- --------- ---------------- -------------------

AP $ 12.97 24.5 5,100 9,632
GRC $ 19.90 19.0 4,700 8,541
IEX $ 29.20 17.5 213,700 32,510
TII $ 24.65 12.30 33,000 17,130
SGR $ 10.10 4.5 596,300 37,730
LSS $ 21.10 Def. 685,300 28,380
WEB $ 3.10 10.3 1,300 7,082
MVK $ 18.71 233.9 402,606 40,940
NWPX $ 12.05 8.8 10,100 6,549
IR $ 38.56 14.2 1,026,000 169,200
CMCO $ 1.60 Def. 43,500 14,900
TEX $ 12.62 Def. 270,400 47,400
ASTE $ 5.75 Def. 75,000 19,680
OSK $ 61.69 17.2 107,200 17,060

EDCO $ 6.10 9.2 N/A 1,639
(Float:440,710)

COMPARABLE CHARACTERISTICS
- --------------------------

P/E: After elimination of MVK(P/E: 233.9) and stocks with deficit earnings,
the average P/E ratio of the group is 13.14.

Without AP(P/E: 24.5) and SGR(P/E: 4.5), the average P/E ratio
is 12.75.

AVERAGE SHARES OUTSTANDING: 32,600,000

AVERAGE DAILY TRADING VOL.: 248,157
Without 3
outliers at
either extremes 144,438

CONCLUSIONS: Given EDCO's non-existent trading volume and low shares outstanding
and negligible float, a P/E ratio of 7 to 8 would be more likely against the
comparable group's average of approximately 13.

DISCOUNTED CASH FLOW ANALYSIS
-----------------------------

Fiscal Year Ending January 31 (000's)

Terminal
2004 2005 2006 2007 2008 Period
---- ---- ---- ---- ---- ------

Net Revenues $28,800 $23,944 $29,233 $29,526 $29,821 $30,716
Operating Income $3,935 $4,473 $4,647 $4,723 $4,799 $4,937

Cash Flow $1,019 $2,638 $2,686 $2,731 $2,776 $2,653

PV Factor at 12% 0.9449 0.8437 0.7533 0.6726 0.6005
------ ------ ------ ------ ------

Discounted Cash $963 $2,226 $2,023 $1,837 $1,667
Flow

(000's)
Terminal Value: EBITDA $4,025
x5
------------
$20,125

Present Value Factor 0.6005
------------
$12,085

Sum of the Discounted Cash Flows $8,716
Terminal Value $20,801
------------

Less: Net Debt $2,802
------------

Fair Market Value of Equity $17,999
Per Share $7.95

Valuation Matters
-----------------

Estimated EBITDA as of
January 31, 2003
- ----------------

EBITDA $ 4,213,398
Multiple 5x
----------------

Enterprise Value $21,066,990
Less: Net Debt $ 2,802,060
----------------

Enterprise Equity Value $18,264,930
$ 8.07/share

Discount 25% $ 6.05/share

EBITDA as of January 31, 2002
- -----------------------------

EBITDA $ 5,899,453
Multiple 5x
----------------

Enterprise Value $29,497,265
Less: Net Debt $ 2,802,060
----------------

Enterprise Equity Value $26,695,205
$11.80/share

Discount 25% $7.67/share

M&A Middle-market analysis
--------------------------

EBITDA Multiple Analysis

Total M&A transactions in the U.S. market declined 17.5% in 2002. During
the same period, middle-market transactions ($1 billion or less) were down 9.3%.
Transactions of less than $100 million were off off approximately 8%. (Exhibit
1)

EXHIBIT 1: The left side y-axis shows the number of deals, ranging from 0
to 6,000, in intervals of 2,000. The right side y-axis shows total deal value,
ranging from $0 to $600 billion, in intervals of $100 billion. The x-axis shows
the years 1997-2002. The source of the graph is Thompson Financial and Robert W.
Baird & Co.

(Estimated)
Number of Deals Deal Value
--------------- ----------
1997 5255 $400 billion
1998 5636 $410 billion
1999 4622 $415 billion
2000 4672 $412 billion
2001 3346 $250 billion
2002 3036 $240 billion

U.S. Middle Market Enterprise Value to Median EBITDA Multiples

Middle-market median acquisition mutiples have fallen from 10.7 times
EBITDA in 1997 to 6.7 at the end of 2002. Multiples for this segment are now at
their lowest point in a decade. For transactions of less than $100 million, the
median EBITDA multiple currently is 5.7. (Exhibit 2 and Tables A and B)

EXHIBIT 2: The y-axis shows EBITDA multiples, ranging from 0.0 to 12.0, in
intervals of 2.0. The x-axis shows the years 1997-2002. The source of the graph
is Thompson Financial and Robert W. Baird & Co.

EBITDA Mutiple
--------------
1997 10.7

1998 9.6

1999 9.2

2000 8.0

2001 7.6

2002 6.7

Table A: U.S. Middle-Market M&A Deal Statistics

Middle-Market Segments Middle-Market Total
---------------------- -------------------

< $100M $100M - $499M $500M - $1,000M $0M-$1,000M

Jan. 2002 Jan. 2003 Jan. 2002 Jan. 2003 Jan. 2002 Jan. 2003 Jan. 2002 Jan. 2003
--------- --------- --------- --------- --------- --------- --------- ---------
Month
- -----

Number of Deals 214 161 34 29 5 6 253 196

Value of Deals $3,973 $3,653 $7,474 $5,141 $3,181 $4,532 $14,527 $13,325

Year-to-Date
- ------------

Number of Deals 214 161 34 29 5 6 253 196

Value of Deals $3,973 $3,653 $7,474 $5,141 $3,181 $4,532 $14,527 $13,325

LTM
- ---

Number of Deals 2,653 2,433 532 528 99 97 3,284 3,058

Value of Deals $53,803 $51,131 $114,949 $110,952 $58,910 $56,623 $237,661 $228,705

Median Purchase
Price Multiples (LTM)
- ---------------------

Enterprise
Value/EBITDA 6.5x 5.7x 8.7x 8.6x 6.6x 11.0x 7.6x 6.9x

Enterprise
Value/EBIT 8.8 7.6 11.6 11.5 9.0 13.1 9.7 10.7

Enterprise
Value/Revenue 0.9 0.8 1.6 1.4 1.3 2.7 1.1 1.1

Thompson Financial and Robert W. Baird & Co. Incorporated M&A Research.

GRAPH: U.S. Middle-Market Median Acquisition Premiums. The y-axis shows
acquisition premiums, ranging from 20.0% to 50.0%, in intervals of 10.0%. The
x-axis shows December 1992 through December 2002, annually, as well as January
2003 (LTM). There are two lines on the graph. The first line plots 1-week
premiums while the second line plots 4-week premiums. The source of the graph is
Thompson Financial and Robert W. Baird & Co. Incorporated M&A Research.

1/03
12/92 12/93 12/94 12/95 12/96 12/97 12/98 12/99 12/00 12/01 12/02 (LTM)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

1-week
premium 37% 33.3% 27.8% 27.4% 26.7% 27.0% 29.9% 34.8% 36.8% 36.4% 31.9% 31.1%

4-week
premium 40% 37.3% 32.9% 35.6% 31.7% 30.4% 34.5% 43.0% 44.2% 41.5% 33.6% 31.6%

GRAPH: U.S. Middle-Market Enterprise Value to Median EBITDA Multiples. The y-axis shows EBITDA multiples, ranging
from 0.0x to 15.0 times, in intervals of 5.0x. The x-axis shows December 1992 through December 2002, annually, as well as January
2003 (LTM). There are four bars for each date: deals less than $100M; deals between $100M-$499M; deals between $500M-$1,000M; and
the total middle-market. The source of the graph is Thompson Financial and Robert W. Baird & Co. Incorporated M&A Research.

1/03
12/92 12/93 12/94 12/95 12/96 12/97 12/98 12/99 12/00 12/01 12/02 (LTM)
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

< $100M 6.6x 9.2x 9.6x 7.9x 8.9x 9.4x 8.2x 8.3x 6.6x 6.5x 5.7x 5.7x

$100M-$499M 7.6 8.8 9.9 9.7 10.7 11.0 10.4 9.6 8.8 8.6 8.3 8.6

$500M-$1,000M 8.5 7.9 11.4 9.5 10.4 11.8 9.1 9.9 9.7 6.6 9.8 11.0

Total
Middle-Market 7.0 8.9 9.8 8.8 9.8 10.7 9.6 9.2 8.0 7.6 6.8 6.9

Table B: Transatlantic Middle-Market M&A Deal Statistics

GRAPH: Transatlantic M&A by Number of Deals and Dollar Volume. The left side y-axis shows the number of deals,
ranging from 0 to 1,200, in intervals of 200. The right side y-axis shows deal value, ranging from $0.0 to $60.0 billion, in
intervals of $20.0 billion. The x-axis shows December 1992 through December 2002, annually, as well as January 2003 (LTM). The
source of the graph is Thompson Financial and Robert W. Baird & Co. Incorporated M&A Research.

(In Billions) 01/02 01/03
12/92 12/93 12/94 12/95 12/96 12/97 12/98 12/99 12/00 12/01 12/02 YTD YTD
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

U.S. Targets -
Disclosed 89 92 123 156 154 210 232 299 361 229 161 23 9

U.S. Targets -
Undisclosed 53 71 75 105 132 153 230 289 348 212 136 9 7

European Targets -
Disclosed 139 142 168 178 223 314 380 319 272 220 183 11 15

European Targets -
Undisclosed 223 323 327 418 496 579 680 571 543 379 286 23 22

U.S. Deal Value $2.8 $4.4 $10.4 $11.0 $13.2 $20.0 $27.6 $38.0 $40.7 $19.6 $12.6 $1.3 $0.7

European Deal Value $7.4 $8.0 $9.4 $11.8 $18.8 $25.1 $30.6 $32.9 $28.3 $24.7 $21.6 $2.0 $1.4

CHART: Middle-Market Segments.

---------------------------------------- ------------------------------------------
U.S. Targets European Targets
---------------------------------------- ------------------------------------------
2002 2003 2002 2003
---- ---- ---- ----
Month
- -----

Number of Deals 32 16 34 37

Value of Deals $1,281 $740 $1,988 $1,359

Year-to-Date
- ------------

Number of Deals 32 16 34 37

Value of Deals $1,281 $740 $1,988 $1,359

LTM
- ---

Number of Deals 435 282 570 477

Value of Deals $18,900 $12,058 $23,540 $20,981

Median Purchase
Price Multiples
(LTM)
- -----

Enterprise 9.1x 5.4x 12.5x 6.8x
Value/EBITDA

Enterprise 12.2 7.9 9.6 8.9
Value/EBIT

Enterprise 1.1 0.6 1.2 0.6
Value/Revenue
---------------------------------------- ------------------------------------------
Thompson Financial and Robert W. Baird & Co. Incorporated M&A Research.

GRAPHIC: U.S./Europe Cross-Border Middle-Market Median Acquisition Premiums. The y-axis shows the premium percentage, ranging from
0.0% to 80.0%, in intervals of 20.0%. The x-axis shows December 1994 through December 2002, annually, as well as January 2003 (LTM).
The source of the graph is Thompson Financial and Robert W. Baird & Co. Incorporated M&A Research.
01/03
12/94 12/95 12/96 12/97 12/98 12/99 12/00 12/01 12/02 (LTM)
----- ----- ----- ----- ----- ----- ----- ----- ----- ------

U.S. Target Premiums -
1 week 21.5% 36.4% 30.2% 39.1% 35.0% 33.3% 48.3% 50.9% 58.1% 51.6%

U.S. Target Premiums -
4 week 31.9% 38.6% 58.8% 37.8% 37.8% 37.4% 63.7% 61.3% 26.6% 26.1%

European Target
Premiums - 1 week 21.4% 16.7% 24.4% 44.5% 38.8% 36.9% 54.8% 29.8% 18.3% 18.1%

European Target
Premiums - 4 week 31.8% 26.6% 23.4% 35.9% 40.5% 46.3% 49.5% 32.6% 24.8% 22.5%

Leverage Multiples

The lower level of activity reflects both a tighter debt market and
depressed valuations. Debt multiples were at 2.7 times EBITDA at the end of 2002
versus an average of 3.6 times in 1997; equity portions have risen to 41% of
total capitalization in 2002, nearly double the 20% average ten years ago and
30% five years ago. (Exhibit 3)

EXHIBIT 3: The y-axis shows EBITDA multiples, ranging from 0.0 to 6.0, in
multiples of 2.0. The x-axis shows the years 1997-1991, as well as the period
from January 1, 2002 to September 30, 2002. The source of the graph is Standard
& Poor's Leveraged Commentary & Data.

Senior Debt, as a Other Debt, as a Total Debt, as a
Multiple of EBITDA Multiple of EBIDTA Multiple of EBITDA
------------------ ------------------ ------------------

1997 3.6 2.1 5.7

1998 3.5 1.8 5.3

1999 3.3 1.2 4.5

2000 3.2 1.2 4.4

2001 2.7 0.8 3.5

Through 9/30/2002 2.7 1.0 3.7