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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
COLUMBUS MCKINNON CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
THE COLUMBUS MCKINNON SHAREHOLDRS COMMITTEE
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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News Release [LETTERHEAD OF MACKENZIE PARTNERS, INC.]
CONTACT:
Stan Kay
MacKenzie Partners, Inc.
212/929-5940
FOR IMMEDIATE RELEASE:
COLUMBUS MCKINNON SHAREHOLDERS COMMITTEE
COMMENCES MAILING OF PROXY MATERIALS;
Seeks Board Control at August 16 Annual Meeting.
NEW YORK, NEW YORK, July 29, 1999--The Columbus McKinnon Shareholders
Committee, which owns approximately 8.5% of the common shares of Columbus
McKinnon Corporation (NASDAQ: CMCO), announced today that it has commenced
mailing of its proxy materials in its solicitation to replace five directors
at the Company's August 16, 1999 annual meeting:
The complete text of the Committee's letter follows:
[LETTER COPY ATTACHED]
# # #
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THE COLUMBUS MCKINNON SHAREHOLDERS COMMITTEE
C/O MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
July 29, 1999
WE ARE SEEKING YOUR SUPPORT TO REPLACE
THE COLUMBUS MCKINNON BOARD.
DEAR FELLOW COLUMBUS MCKINNON SHAREHOLDER:
We are long-time shareholders of Columbus McKinnon who joined together to
elect a slate of independent directors for the Company. We are doing this for a
simple reason: we believe that the Company's Board of Directors should be
committed to maximizing shareholder value and that the current Board of
Directors has failed to do so. We ask that you take the time to carefully
consider our reasons for electing new outside directors, and vote the GOLD proxy
card for our slate of nominees.
WE BELIEVE THE COMPANY COULD BE SOLD AT A PREMIUM,
BUT MANAGEMENT REFUSES TO LISTEN.
In making your decision please consider the following:
WE BELIEVE THAT THERE IS GREAT VALUE IN THE COMPANY'S CORE BUSINESS AND
THAT THE PUBLIC MARKETS HAVE NOT RECOGNIZED THIS VALUE. WE HAVE SPOKEN TO
A NUMBER OF THIRD PARTIES WHO HAVE EXPRESSED AN INTEREST IN ACQUIRING
COLUMBUS MCKINNON. SOME OF THESE THIRD PARTIES HAVE ATTEMPTED TO
COMMUNICATE THEIR INTEREST TO THE COMPANY THROUGH BEAR STEARNS, ONE OF
THE COMPANY'S TRADITIONAL INVESTMENT BANKERS, BUT HAVE BEEN REBUFFED.
Our conversations with these third parties, and our own analysis, have
persuaded us that the Company could be sold at a premium over the prices
that have prevailed over the last year.
MANAGEMENT HAS SIMPLY REFUSED TO SERIOUSLY ENTERTAIN THE POSSIBILITY OF
SELLING THE COMPANY. INDEED, ON A RECENT CONFERENCE CALL WITH INVESTORS,
MANAGEMENT DENIED THAT IT HAD RECEIVED ANY EXPRESSIONS OF INTEREST. BUT
WHEN MANAGEMENT WAS ASKED ABOUT APPROACHES MADE TO BEAR STEARNS, IT
BECAME CLEAR THAT MANAGEMENT HAD INSTRUCTED BEAR STEARNS TO REBUFF ANY
EXPRESSION OF INTEREST.
If you have not already listened to the call, we encourage you to do so
by calling toll-free (800) 925-0870. If the tape of the call is for some
reason unavailable, please call MacKenzie Partners, Inc. for a
transcript, toll-free at (800) 322-2885.
THE BOARD'S STRATEGY IS NOT WORKING.
Two years ago, in July 1997, Jeffrey E. Schwarz and Robert Lietzow met
with management to suggest that a sale of the Company might be an
effective means of realizing shareholder value. Management assured them
it was the 'wrong time to sell'. We accepted management's assurance at
face value.
IN THE 22 MONTH PERIOD THAT FOLLOWED THAT MEETING, COLUMBUS'S SHARE PRICE
APPRECIATED BY 8.25%, WHILE THE S&P 500 INDEX ROSE 48%.
<PAGE>
WE BELIEVE THAT THE CURRENT BOARD'S STRATEGY, WHICH HAS INVOLVED
SIGNIFICANT ACQUISITIONS OUTSIDE OF THE COMPANY'S CORE HOIST AND RELATED
PRODUCTS BUSINESS LINE, HAS THE POTENTIAL TO ERODE THE VALUE OF COLUMBUS
MCKINNON.
THE LICO ACQUISITION HAS BEEN A FAILURE.
In March 1998, the Company acquired LICO, by far its largest acquisition
in the last 2 1/2 years. At the time management trumpeted the LICO
acquisition as a significant part of its strategy, even though LICO
greatly increased the Company's exposure to the highly cyclical auto
industry.
IN FACT, AS THE COMPANY'S MOST RECENT EARNINGS ANNOUNCEMENT CONFIRMS, THE
ACQUISITION OF LICO HAS BEEN A FAILURE. EVEN MANAGEMENT CONCEDES THAT
LICO'S RESULTS 'ARE STILL WELL BELOW OUR INTERNAL OBJECTIVES.'
At the time of the acquisition, LICO had an order backlog of $136 million
and management projected it would achieve approximately $200 million of
revenues for fiscal 1999. However, LICO wound up only generating $165
million in revenue, a 17% shortfall. Perhaps of even greater concern,
LICO's backlog has fallen 24% to $104 million and margins have declined
precipitously from 11.6% in the quarter immediately following its
acquisition to 1.7% in the most recent quarter.
At the time of the LICO purchase, Messrs. Schwarz and Lietzow conveyed
their concern about that acquisition but management assured them it was
in the best interests of the Company. IN THE 13 MONTHS THAT FOLLOWED,
COLUMBUS'S SHARE PRICE DECLINED BY 27%, WHILE THE S&P 500 INDEX ROSE BY
20%. NOW MANAGEMENT ONCE AGAIN ASSURES THE SHAREHOLDERS, 'NOW IS NOT THE
RIGHT TIME TO SELL THE COMPANY.'
THOUGH MANAGEMENT ITSELF HAS ACKNOWLEDGED THAT THE COMPANY'S HIGH DEBT
LEVEL AND LOW STOCK PRICE MAKE THE IMPLEMENTATION OF MANAGEMENT'S GROWTH
PLAN MORE EXPENSIVE AND DIFFICULT, THE INCUMBENT BOARD HAS REFUSED TO
PURSUE THE EVALUATION OF ALTERNATIVE STRATEGIES, SUCH AS A SALE OR
STRATEGIC MERGER OF THE COMPANY, EVEN THOUGH SUCH ALTERNATIVES MIGHT
PROVIDE SUPERIOR RETURNS TO SHAREHOLDERS. As an example, the Company has
hired Goldman Sachs at great expense with the very limited mandate of
advising on the proxy fight, but not to evaluate alternatives for
maximizing shareholder value.
THE CHOICE IS YOURS.
In deciding whom to support, you should carefully consider whether
management's plan, even if completely successful, would produce full value for
shareholders in one, two or even three years or more. At the same time, consider
the risk to your investment if management fails to execute on one or more parts
of its plan, or fails to execute on schedule. Even if you think management's
plan can succeed, you should consider whether you want non-management directors
that are open to exploring alternatives that may be available.
The Shareholder Committee's Nominees include experienced industry
executives and shareholders, who are committed to considering all alternatives
to maximizing value for shareholders. In particular, they intend to fully
evaluate whether a sale of the business or a strategic merger with other
industry participants, would provide more value to shareholders than continued
independent operation.
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DON'T BE MISLED. THE COMMITTEE SHARES YOUR INTEREST IN SEEING THE COMPANY'S
VALUE MAXIMIZED FOR ALL SHAREHOLDERS.
Finally, don't be misled by management's mischaracterizations of who we
are. We are a group of longtime shareholders of the Company. Most of us have
been shareholders since shortly after the Company went public over three years
ago. In that time, some of us have engaged in a continuing dialogue with
management.
WE FEEL WE CAN NO LONGER AFFORD MANAGEMENT'S ASSURANCES. OUR INVESTMENT IN
THE COMPANY IS SUBSTANTIAL; WE CURRENTLY OWN APPROXIMATELY 8.5% OF THE COMPANY'S
OUTSTANDING SHARES. WE HAVE INVESTED HUNDREDS OF THOUSANDS OF DOLLARS OF OUR
MONEY AND DEVOTED HUNDREDS OF HOURS OF OUR TIME TO ELECTING A SLATE COMMITTED TO
MAXIMIZING SHAREHOLDER VALUE. MANAGEMENT HAS SPENT OVER $1 MILLION OF YOUR MONEY
ON LAWYERS, INVESTMENT BANKS, PRIVATE INVESTIGATORS AND PROXY SOLICITORS TO
OPPOSE OUR EFFORTS.
TIME IS SHORT. THE ANNUAL MEETING IS AUGUST 16.
VOTE YOUR GOLD PROXY TODAY.
Voting for the Shareholder Nominees is voting to explore all means to
realize value from current businesses. Voting for the incumbent Board endorses
the LICO strategy and more acquisitions like it.
Enclosed with this letter and Proxy Statement is a GOLD proxy card on which
you can vote for the nominees of the Shareholder Committee. Please carefully
consider your choice and then we ask that you sign, date and mail the GOLD proxy
in the postage-paid envelope.
REMEMBER: EVEN IF YOU HAVE ALREADY VOTED A PROXY CARD IN FAVOR OF
MANAGEMENT'S NOMINEES, YOU HAVE EVERY LEGAL RIGHT TO CHANGE YOUR MIND AND VOTE A
GOLD PROXY CARD FOR THE COMMITTEE'S NOMINEES. ONLY YOUR LATEST DATED PROXY CARD
WILL COUNT IN THE FINAL TALLY.
If you have any questions about voting, please call MacKenzie Partners,
Inc. toll-free at (800) 322-2885.
On behalf of The Columbus McKinnon Shareholders Committee,
Very truly yours,
JEFFREY E. SCHWARZ
