UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLUMBUS MCKINNON CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
199333-10-5
- --------------------------------------------------------------------------------
(Cusip Number)
Jeffrey E. Schwarz
Metropolitan Capital Advisors, Inc.
660 Madison Avenue
New York, NY 10021
(212) 486-8100
Robert F. Lietzow, Jr.
Lakeway Capital Partners, LLC
660 Madison Avenue
New York, NY 10021
(212)371-0600
Curtis Schenker
Scoggin Capital Management, L.P.
660 Madison Avenue
New York, NY 10021
(212) 355-7480
with copies to:
Joseph F. Mazzella
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
617-345-9800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 3, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP No. 199333-10-5 SCHEDULE 13D Page 2 of 29 Pages
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
COLUMBUS MCKINNON SHAREHOLDERS COMMITTEE (1)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,245,545
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,545
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.49%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
================================================================================
(1) Consists of Metropolitan Capital Advisors, Inc., Metropolitan Capital
III, Inc., Jeffrey Schwarz, Karen Finerman, Lakeway Capital Partners, LLC,
Robert F. Lietzow, Jr., Scoggin, Inc.,Scoggin, LLC, Curtis Schenker and Craig
Effron, each of whom joins in this filing, and each of whom denies beneficial
ownership of the shares beneficially owned by the other members of the Committee
except as otherwise described in Item 5 herein.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
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CUSIP No. 199333-10-5 SCHEDULE 13D Page 3 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
METROPOLITAN CAPITAL ADVISORS, INC.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 366,800
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
366,800
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.50%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 4 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
METROPOLITAN CAPITAL III, INC.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 240,600
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
240,600
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,600
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.64%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 5 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
BEDFORD FALLS INVESTORS, LP
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC, OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 366,800
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
366,800
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,800
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.50%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 6 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
METROPOLITAN CAPITAL ADVISORS INTERNATIONAL, LTD.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC, OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 240,600
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
240,600
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,600
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.64%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 7 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
JEFFREY E. SCHWARZ
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
7,200
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 607,400
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 7,200
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
607,400
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,600
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.19%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 8 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
KAREN FINERMAN
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 607,400
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
607,400
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,400
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.14%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 9 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
SCOGGIN, INC.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 322,500
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
322,500
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,500
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.20%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 10 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
SCOGGIN CAPITAL MANAGEMENT, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC, OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 322,500
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
322,500
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,500
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.20%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 11 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
SCOGGIN, LLC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 153,200
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
153,200
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,200
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.04%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 12 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
SCOGGIN INTERNATIONAL FUND LIMITED
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC, OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF BAHAMAS
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 153,200
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
153,200
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,200
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.04%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 13 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
CURTIS SCHENKER
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
7,500
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 480,700
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 7,500
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
480,700
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,200
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.33%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 14 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
CRAIG EFFRON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
5,000
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 475,700
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 5,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
475,700
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,700
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.28%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 15 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
LAKEWAY CAPITAL PARTNERS, LLC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 120,450
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
120,450
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,450
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.82%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 16 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
YAUPON PARTNERS, LP
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 116,750
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
116,750
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,750
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.80%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 17 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
YAUPON PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,700
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,700
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,700
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
- -------------------------- --------------------------
CUSIP No. 199333-10-5 SCHEDULE 13D Page 18 of 29 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
ROBERT F. LIETZOW, JR.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
17,295
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 120,450
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 17,295
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
120,450
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,745
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.94%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 19 of 29 Pages
----------- --------------------
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, par value $.01 ("Common Stock")
Issuer: Columbus McKinnon Corporation
Principal Executive Offices: 140 John James Audubon Parkway
Amherst, New York 14228
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) The Columbus McKinnon Shareholders Committee (the "Committee")
(ii) (A) Bedford Falls Investors, L.P. ("Bedford Falls"), a Delaware
limited partnership.
(B) Metropolitan Capital Advisors, Inc. ("Metropolitan Capital"),
a New York corporation, which is the sole general partner of
Metropolitan Capital Advisors, L.P., a Delaware limited
partnership. Metropolitan Capital Advisors, L.P. is the sole
general partner of Bedford Falls.
(C) Metropolitan Capital Advisors International Limited
("Metropolitan International"), a British Virgin Islands
corporation.
(D) Metropolitan Capital III, Inc., a Delaware corporation, which
is the sole general partner of Metropolitan Capital Partners
III, L.P., a Delaware limited partnership, which in turn is
the investment advisor to Metropolitan International.
(E) Jeffrey E. Schwarz, an individual who is a Director, and the
Chief Executive Officer, Treasurer and Secretary of
Metropolitan Capital and Metropolitan Capital III, Inc.
(F) Karen Finerman, an individual who is a Director and the
President of Metropolitan Capital and Metropolitan Capital
III, Inc.
(iii) (A) Yaupon Partners, L.P. ("Yaupon"), a Delaware limited
partnership.
(B) Yaupon Partners II, L.P. ("Yaupon II"), a Delaware limited
partnership.
(C) Lakeway Capital Partners, LLC ("Lakeway Capital"), a Delaware
limited liability company which is the sole general partner of
Yaupon and Yaupon II.
(D) Robert F. Lietzow, Jr. ("Lietzow"), an individual who is the
sole managing member of Lakeway Capital.
(iv) (A) Scoggin Capital Management, L.P.("Scoggin Capital"), a Delaware
limited partnership.
(B) Scoggin International Fund, Ltd. ("Scoggin International"), a
corporation of the Commonwealth of the Bahamas.
(C) Scoggin, Inc., a Delaware corporation, is the sole general
partner of S&E Partners, L.P. S&E Partners, L.P. is the sole
general partner of Scoggin Capital.
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 20 of 29 Pages
----------- --------------------
(D) Scoggin, LLC, a Delaware Limited Liability Company which is the
investment advisor of Scoggin International.
(E) Curtis Schenker, an individual who is an executive officer and
director of Scoggin, Inc.
(F) Craig Effron, an individual who is an executive officer and
director of Scoggin, Inc.
(b), (c) and (f) Each of the Reporting Persons has a business address
of 660 Madison Avenue, New York, New York 10021.
(i) The Committee, whose members consist of Metropolitan Capital,
Metropolitan Capital III, Inc., Jeffrey Schwarz and Karen Finerman, Lakeway
Capital, Lietzow, Scoggin, Inc., Scoggin, LLC, Curtis Schenker and Curtis
Effron, was formed solely to nominate and solicit proxies for the election of
Directors at the next meeting of shareholders of the Issuer at which Directors
are elected, whether special or annual.
(ii) Metropolitan Capital is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan Capital
Advisors, L.P. Metropolitan Capital Advisors, L.P. is the sole General Partner
of Bedford Falls, which is in the business of purchasing, for investment and
trading purposes, securities and other financial instruments.
Metropolitan Capital III, Inc. is a privately owned Delaware
corporation, the principal business of which is to act as General Partner of
Metropolitan Capital Partners III, L.P. Metropolitan Capital Partners III, L.P.
is a privately owned partnership which renders investment management and
advisory services to Metropolitan International, which is in the business of
purchasing, for investment and trading purposes, securities and other financial
instruments.
Jeffrey E. Schwarz and Karen Finerman are each United States citizens
residing in the State of New York whose principal occupations are as executive
officers and directors of Metropolitan Capital and Metropolitan Capital III,
Inc.
(iii) Scoggin Capital is a privately owned investment limited
partnership which is the business of purchasing, for investment and trading
purposes, securities and other financial instruments. The general partner of
Scoggin Capital is S&E Partners, L.P. ("S&E Partners"), a limited partnership
organized under the laws of Delaware. Scoggin, Inc., a corporation organized
under the laws of Delaware, is the sole general partner of S&E Partners. Craig
Effron and Curtis Schenker are each United States citizens residing in the State
of New York whose principal occupations are as executive officers and directors
of Scoggin, Inc. Messrs. Effron and Schenker each own 50% of the capital stock
of Scoggin, Inc. S&E Partners is engaged in the business engaged in by Scoggin
Capital.
Scoggin International is a Bahamian corporation. Scoggin, LLC, is the
investment advisor of Scoggin International. Scoggin International is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
(iv) Each of Yaupon and Yaupon II is a privately owned investment
limited partnership which is in the business of purchasing, for investment and
trading purposes, securities and other financial instruments. The general
partner of each of Yaupon and Yaupon II is Lakeway Capital. Robert F. Lietzow,
Jr. is the Managing Member of Lakeway Capital.
(d) No events have occurred which would be required to be reported under
the provisions of this Item.
(e) No events have occurred which would be required to be reported under
the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source and amount of funds used to acquire the Common Stock
beneficially owned by each Reporting Person is as follows:
(i) The Committee does not own any shares separately from those owned by
its members.
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 21 of 29 Pages
----------- --------------------
(ii) (A) The sources of the funds used by Metropolitan Capital
to purchase Common Stock on behalf of Bedford Falls were
working capital and margin borrowing through brokerage
accounts maintained at Bear, Stearns & Company. The
approximate aggregate amount of funds used to purchase
such securities for Bedford Falls was $6,161,323. The
portion of such funds provided by margin borrowing is not
readily determinable and varies from time to time as a
result of varying margin account availability and other
unrelated, ongoing transactions in such accounts. All such
securities were acquired by open market purchases.
(B) The sources of funds used to purchase Common Stock on
behalf of Metropolitan International were working capital
and margin borrowing through brokerage accounts maintained
at Bear Stearns & Company. The approximate aggregate
amount of funds used to purchase such securities was
$4,357,026. The portion of such funds provided by margin
borrowing is not readily determinable and varies from time
to time as a result of varying margin account availability
and other unrelated ongoing transactions in such accounts.
All such securities were acquired by open market
purchases.
(C) The source of funds used by Jeffrey Schwarz to purchase
Common Stock on behalf of himself individually was
personal funds in the approximate aggregate amount of
$122,400.
(iii) (A) The sources of funds used by Scoggin, Inc. to purchase
Common Stock on behalf of Scoggin Capital were working
capital and margin borrowing through brokerage accounts
maintained at Spear Leeds & Kellogg. The approximate
aggregate amount of funds used to purchase such securities
for Scoggin Capital was $5,976,288. The portion of such
funds provided by margin borrowing is not readily
determinable and varies from time to time as a result of
varying margin account availability and other unrelated,
ongoing transactions in such accounts. All such securities
were acquired by open market transactions.
(B) The source of funds used by Scoggin, LLC to purchase
Common Stock on behalf of Scoggin International were
working capital and margin borrowing through brokerage
accounts maintained at Spear Leeds & Kellogg. The
approximate aggregate amount of funds used to purchase
such securities for Scoggin International was $3,216,791.
The portion of such funds provided by margin borrowing is
not readily determinable and varies from time to time as a
result of varying margin account availability and other
unrelated, ongoing transactions in such accounts. All such
securities were acquired by open market transactions.
(C) The source of funds used by Curtis Schenker to purchase
Common Stock on behalf of himself individually was
personal funds in the approximate aggregate amount of
$133,899.
(D) The source of funds used by Craig Effron to purchase
Common Stock on behalf of himself individually was
personal funds in the approximate aggregate amount of
$101,948.
(iv) (A) The sources of the funds used by Lakeway Capital to
purchase Common Stock on behalf of Yaupon and Yaupon II
were working capital and margin borrowing through
brokerage accounts maintained at Spear Leeds & Kellogg.
The approximate aggregate amount of funds used to purchase
such securities for Yaupon and Yaupon II was $2,218,145.
The portion of such funds provided by margin borrowing is
not readily determinable and varies from time to time as a
result of varying margin account availability and other
unrelated, ongoing transactions in such accounts. All such
securities were acquired by open market transactions.
(B) The source of funds used by Robert F. Lietzow, Jr. to
purchase Common Stock on behalf of himself individually
was personal funds in the approximate aggregate amount of
$294,015.
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 22 of 29 Pages
----------- --------------------
ITEM 4. PURPOSE OF THE TRANSACTION
Each of the Reporting Persons has acquired the Issuer's securities over
time to obtain a substantial equity position for investment. The transaction
reported on herein is the decision of the Reporting Persons to enter into an
Agreement (attached as Exhibit B hereto) to nominate a slate of directors in
opposition to the management nominees standing for election at the next
shareholder meeting. The purpose of such nominations is to elect to the Issuer's
Board a majority of directors who will implement a shareholder maximization
process. The Reporting Persons expect that such process would include directing
the Issuer's investment banker to fully explore the possible sale of the Issuer,
and any other alternative that will maximize shareholder value.
Metropolitan Capital has by letter dated May 5, 1999 (attached hereto
as Exhibit C) advised the Issuer of its intention to make such nominations, and
the reasons therefor. Such reasons include the determination, based upon
contacts with potential buyers, that a significant premium to current share
prices would be attained on the sale of the Issuer, together with the repeated
refusal of the Issuer's management to consider and explore such a sale.
Based upon discussions with investment bankers and potential acquirers,
certain of the Reporting Persons have previously met with the Issuer's
management and proposed that a sale of the Issuer, or a similar transaction,
immediately be pursued to maximize value for shareholders. The Reporting Persons
do not have any plan or proposal that would limit the identity of a purchaser,
or form of such a sale. Transactions that may be considered by a new Board may
involve a sale to an independent third party, an industry buyer, or a buyer
group which includes the Issuer's management. The Reporting Persons have
proposed that all of such possibilities be aggressively pursued by management.
The Reporting Persons have made no proposals for any other change in the
management of the company, the size of the Board of Directors, or the process by
which directors are to be elected, but may do so in the future if such changes
are deemed necessary or helpful to the goals of the Reporting Persons, described
herein. The Reporting Persons have advised the Issuer that it expects the
election process to be conducted in a timely fashion, consistent with the
existing governing instruments and past practice.
The number and identity of the nominees to be proposed by the Reporting
Persons may include one or more of the Reporting Persons, or their affiliates.
If the nominees of the Reporting Persons are elected, and such alternatives are
pursued and consummated, such a transaction may result in a substantial change
in the Issuer's corporate organization and operations, including causing the
Issuer to cease to be a publicly traded company.
The Reporting Persons may modify their proposals and intentions based
upon developments in the Issuer's business, discussions with the Issuer, actions
of management or a change in market or other conditions. The Reporting Persons
will continually consider modifications of their investment and position, or may
take other steps, change their intentions, or trade in the Issuer's securities
at any time, or from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The beneficial ownership and voting and dispositive power of
each of the Reporting Persons over Common Stock of the Issuer as of the date
hereof is as follows:
(i) The Committee may be deemed to beneficially own 1,245,545 shares
of Common Stock, constituting approximately 8.49% of the shares
outstanding.
(ii) (A) Metropolitan Capital has purchased no shares of Common Stock
of the Issuer solely for its own account. However, Metropolitan
Capital may be deemed to have shared voting and dispositive
power over the 366,800 shares representing 2.50% of Common Stock
of the Issuer beneficially owned by Bedford Falls, which does
not include 2,000 shares beneficially owned by certain employees
of an affiliate of Metropolitan Capital.
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 23 of 29 Pages
----------- --------------------
In addition to the above, Metropolitan Capital may be deemed to
have shared voting power over 1,245,545 shares of Common Stock
of the Issuer representing 8.49% by virtue of being a member of
the Committee and a party to the Agreement referred to in Item
6.
(B) Metropolitan Capital III, Inc. has purchased no shares of
Common Stock of the Issuer solely for its own account. However,
by reason of its position as General Partner of Metropolitan
Capital Partners III, L.P. which has discretionary voting and
dispositive power over the assets of Metropolitan International.
Metropolitan Capital III, Inc. may be deemed to have shared
voting and dispositive power over the 240,600 shares
representing 1.64% of the Common Stock of the Issuer owned by
Metropolitan International.
In addition to the above, Metropolitan Capital III, Inc. may be
deemed to have shared voting power over 1,245,545 shares of
Common Stock of the Issuer representing 8.49% by virtue of being
a member of the Committee and a party to the Agreement referred
to in Item 6.
(C) Jeffrey Schwarz may be deemed the beneficial owner of
607,400 shares representing 4.14% of the Common Stock of the
Issuer as a result of his being a director, executive officer
and controlling stockholder of Metropolitan Capital and
Metropolitan Capital III, Inc. Jeffrey Schwarz is the beneficial
owner of 7,200 shares representing .05% of the Common Stock of
the Issuer which he owns individually, which does not include
6,800 shares beneficially owned by certain family members and
trusts established for the benefit of certain family members of
Jeffrey Schwarz.
In addition to the above, Jeffrey Schwarz may be deemed to have
shared voting power over 1,245,545 shares of Common Stock of the
Issuer representing 8.49% by virtue of being a member of the
Committee and a party to the Agreement referred to in Item 6.
(D) Karen Finerman may be deemed the beneficial owner of 607,400
shares representing 4.14% of the Common Stock of the Issuer as a
result of her being a director and executive officer of
Metropolitan Capital, and a director, executive officer and
stockholder of Metropolitan Capital III, Inc., which does not
include 8,000 shares beneficially owned by certain family
members of Karen Finerman.
In addition to the above, Karen Finerman may be deemed to have
shared voting power over 1,245,545 shares of Common Stock of the
Issuer representing 8.49% by virtue of being a member of the
Committee and a party to the Agreement referred to in Item 6.
(iii) (A) Scoggin, Inc. has purchased no shares of Common Stock of the
Issuer solely for its own account. However, Scoggin, Inc. may be
deemed to have shared voting and dispositive power over the
322,500 shares representing 2.20% of the Common Stock of the
Issuer beneficially owned by Scoggin Capital.
In addition to the above, Scoggin, Inc. may be deemed to have
shared voting power over 1,245,545 shares of Common Stock of the
Issuer representing 8.49% by virtue of being a member of the
Committee and a party to the agreement referred to in Item 6.
(B) Scoggin, LLC has purchased no shares of Common Stock of the
Issuer solely for its own account. However, Scoggin, LLC may be
deemed to have shared voting and dispositive power over 153,200
shares representing 1.04% of the Common Stock of the Issuer
benefically owned by Scoggin International.
In addition to the above, Scoggin, LLC may be deemed to have
shared voting power over 1,245,545 shares of Common Stock of the
Issuer representing 8.49% by virtue of being a member of the
Commitee and a party to the Agreement referred to in Item 6.
(C) Curtis Schenker may be deemed the beneficial owner of
475,700 shares representing 3.24% of the Common Stock of the
Issuer as a result of his being a director and executive officer
of Scoggin, Inc. In addition, Curtis Schenker may be deemed
beneficial owner of 5,000 shares representing .03% of the Issuer
as a result of being a controlling partner in certain
partnerships that own such shares. Schenker also is the
beneficial owner of 7,500 shares representing .05% of the Common
Stock of the Issuer which he owns individually.
In addition to the above, Curtis Schenker may be deemed to have
shared voting power over 1,245,545 shares of Common Stock of the
Issuer representing 8.49% by virtue of being a member of the
Committee and a party to the Agreement referred to in Item 6.
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 24 of 29 Pages
----------- --------------------
(D) Craig Effron may be deemed the beneficial owner of 475,700
shares representing 3.24% of the Common Stock of the Issuer as a
result of his being a director and executive officer of Scoggin,
Inc. Effron is the beneficial owner of 5,000 shares representing
.03% of the Common Stock of the Issuer which he owns
individually.
In addition to the above, Craig Effron may be deemed to have
shared voting power over 1,245,545 shares of Common Stock of the
Issuer representing 8.49% by virtue of being a member of the the
Committee and a party to the Agreement referred to in Item 6.
(iv) (A) Lakeway Capital has purchased no shares of Common Stock of
the issuer solely for its own accounts. However, Lakeway Capital
may be deemed to have shared voting and dispositive power over
the 120,450 shares representing .82% of Common Stock of the
Issuer beneficially owned by Yaupon and Yaupon II.
In addition to the above, Lakeway Capital may be deemed to have
shared voting power over 1,245,545 shares of Common Stock of the
Issuer representing 8.49% by virtue of being a member of the
Committe and a party to the Agreement referred to in Item 6.
(B) Robert F. Lietzow, Jr. may be deemed the beneficial owner of
120,450 shares representing .82% of the Common Stock of the
Issuer as a result of his being the sole Managing Member of
Lakeway Capital. Lietzow is the beneficial owner of 17,295
shares representing .12% of the Common Stock of the Issuer which
he owns individually.
In addition to the above, Lietzow may be deemed to have shared
voting power over 1,245,545 shares of Common Stock of the Issuer
representing 8.49% by virtue of being a member of the Committee
and a party to the agreement referred to in Item 6.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13D-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on an
aggregate 14,663,197 shares of Common Stock reported outstanding by the Issuer,
13,766,083 of which were reported outstanding by the Issuer in its Form 10-Q
filed in February 10, 1999 and an additional 897,114 newly issued shares of
which were reported by the Issuer in the March 1, 1999 Company Press Release.
(c) Transactions in the class of Securities reported on herein effected
within the last 60 days by Lakeway Capital for and on behalf of Yaupon II are as
follows:
Date Purchase/Sale No. of Shares Price Per Sh Total
---- ------------- ------------- ------------ -----
04/12/99 Purchase 2,000 $19.51 $39,013.00
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 25 of 29 Pages
----------- --------------------
Transactions in the class of securities reported on herein effected
within the last 60 days by Scoggin, Inc., for and on behalf of Scoggin Capital
Management, L.P. are as follows.
Date Purchase/Sale No. of Shares Price Per Sh Total
---- ------------- ------------- ------------ -----
03/23/99 Sale 2,000 $21.81 $43,614.00
03/23/99 Sale 500 21.81 10,903.00
Transactions in the class of securities reported on herein effected
within the last 60 days by Scoggin, LLC, for and on behalf of Scoggin
International are as follows:
Date Purchase/Sale No. of Shares Price Per Sh Total
---- ------------- ------------- ------------ -----
03/23/99 Sale 1,000 $21.80 $21,800.00
Transactions in the class of securities reported on herein effected
within the last 60 days by Curtis Schenker are as follows.
Date Purchase/Sale No. of Shares Price Per Sh Total
---- ------------- ------------- ------------ -----
03/23/99 Sale 2,500 $21.72 $54,309.00
Transaction in the class of securities reported herein effected within
the last 60 days by Craig Effron are as follows:
Date Purchase/Sale No. of Shares Price Per Sh Total
---- ------------- ------------- ------------ -----
03/04/99 Purchase 1,900 $21.28 $40,431.00
03/12/99 Purchase 1,100 20.42 22,465.00
04/15/99 Purchase 2,000 19.53 39,052.00
(d) Not Applicable
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described herein, there are no other contracts,
arrangements, relationships or understandings between the Reporting Persons with
respect to the Common Stock of the Issuer.
As of May 3, 1999, Metropolitan Capital Advisors, Inc., Metropolitan
Capital III, Inc., Scoggin, Inc., Scoggin, LLC and Lakeway Capital, LLC each
entered into an agreement with respect to the formation and conduct of the
Committee, a copy of which is filed herewith as Exhibit B (the "Agreement"). In
addition, each of Bedford Falls and Scoggin Capital and certain affiliates of
the Reporting Persons hold limited partnership interests in Yaupon and may be
deemed thereby to have an indirect interest in the securities held by Yaupon,
including the Issuer's securities reported on herein. Beneficial ownership of
such securities is hereby disclaimed by each of the Reporting Persons, other
than Yaupon and Lakeway Capital, its general partner. Robert F. Lietzow, Jr. and
Lakeway Capital, each a Reporting Person, have understandings with Scoggin, Inc.
and Metropolitan Capital, pursuant to which Mr. Lietzow and/or Lakeway Capital
may receive compensation based on the investment results of certain portfolio
positions identified by them, or with respect to which Mr. Lietzow or Lakeway
Capital has provided due diligence, investment and trading analysis. Such
compensation may become payable on account of each of such person's investment
in securities of the Issuer, but the amount and timing of such compensation, if
any, is not known and cannot be determined at this time.
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 26 of 29 Pages
----------- --------------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
Exhibit B. Agreement of Stockholders
Exhibit C. Letter to the Issuer
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 27 of 29 Pages
----------- --------------------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
METROPOLITAN CAPITAL ADVISORS, INC.
By:/s/ Jeffrey E. Schwarz
-------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
METROPOLITAN CAPITAL III, INC.
By:/s/ Jeffrey E. Schwarz
-------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
METROPOLITAN CAPITAL ADVISORS INTERNATIONAL, LTD.
By: Metropolitan Capital III, L.P.
By: Metropolitan Capital III, Inc.
By: /s/ Jeffrey E. Schwarz
---------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, L.P.
By: Metropolitan Capital Advisors, Inc.
By: /s/ Jeffrey E. Schwarz
---------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
By: /s/ Jeffrey E. Schwarz
---------------------------------------------
Jeffrey E. Schwarz
By: /s/ Karen Finerman
---------------------------------------------
Karen Finerman
Dated as of: May 6, 1999
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 28 of 29 Pages
----------- --------------------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Yaupon Partners, L.P.
By: Lakeway Capital Partners, LLC
By: /s/ Robert F. Lietzow, Jr.
---------------------------------------------
Robert F. Lietzow, Jr.
Managing Member
Yaupon Partners II, L.P.
By: Lakeway Capital Partners, LLC
By: /s/ Robert F. Lietzow, Jr.
---------------------------------------------
Robert F. Lietzow, Jr.
Managing Member
Lakeway Capital Partners, LLC
By: /s/ Robert F. Lietzow, Jr.
---------------------------------------------
Robert F. Lietzow, Jr.
Managing Member
By: /s/ Robert F. Lietzow, Jr.
---------------------------------------------
Robert F. Lietzow, Jr.
Dated as of: May 6, 1999
<PAGE>
CUSIP No. 199333-10-5 SCHEDULE 13D Page 29 of 29 Pages
----------- --------------------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Scoggin Capital Management, L.P.
By: S&E Partners, L.P., its General Partner
By: Scoggin, Inc., its General Partner
By: /s/ Curtis Schenker
---------------------------------------------
Curtis Schenker, its Executive Officer
SCOGGIN INTERNATIONAL FUND, LTD.
By: Scoggin, LLC, its Investment Advisor
By: /s/ Curtis Schenker
---------------------------------------------
Curtis Schenker, Managing Member
Scoggin, LLC
By: /s/ Curtis Schenker
---------------------------------------------
Curtis Schenker, Managing Member
Scoggin, Inc.
By: /s/ Curtis Schenker
---------------------------------------------
Curtis Schenker, its Chief Executive Officer
By: /s/ Craig Effron
---------------------------------------------
Craig Effron
By: /s/ Curtis Schenker
---------------------------------------------
Curtis Schenker
Dated as of: May 6, 1999
<PAGE>
EXHIBIT A
AGREEMENT OF JOINT FILING
COLUMBUS MCKINNON CORP.
COMMON STOCK PAR VALUE $.01
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the join filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 6th day of May, 1999.
METROPOLITAN CAPITAL ADVISORS, INC. METROPOLITAN CAPITAL III, INC
By: /s/ Karen Finerman By: /s/ Karen Finerman
---------------------------- ------------------------------
Karen Finerman, President Karen Finerman, President
/s/ Jeffrey E. Schwarz /s/ Karen Finerman
- -------------------------------- ---------------------------------
Jeffrey E. Schwarz, Individually Karen Finerman, Individually
YAUPON PARTNERS, L.P. YAUPON PARTNERS II, L.P.
By: Lakeway Capital Partners, LLC By: Lakeway Capital Partners, LLC
By: /s/ Robert F. Lietzow, Jr. By: /s/ Robert F. Lietzow, Jr.
------------------------------- -----------------------------------
Robert F. Lietzow, Jr. Robert F. Lietzow, Jr.
Managing Member Managing Member
By: /s/ Robert F. Lietzow, Jr. SCOGGIN CAPITAL MANAGEMENT, L.P.
Robert F. Lietzow, Jr. By: S&E Partners, L.P., its General
Partner
LAKEWAY CAPITAL PARTNERS, LLC By: Scoggin, Inc., its General Partner
By: /s/ Robert F. Lietzow, Jr. By: /s/ Curtis Schenker
----------------------------- -------------------------------------
Robert F. Lietzow, Jr. Curtis Schenker, its Executive Officer
Managing Member
SCOGGIN INTERNATIONAL FUND, LTD. SCOGGIN, INC.
By: Scoggin LLC, its Investment
Advisor
By: /s/ Curtis Schenker By: /s/ Curtis Schenker
------------------------------- -------------------------------------
Curtis Schenker, a Managing Member Curtis Schenker, its Executive Officer
Scoggin LLC, By: /s/ Craig Effron
-------------------------------------
By: /s/ Curtis Schenker Craig Effron
-------------------------------
Curtis Schenker, a Managing Member By: /s/ Curtis Schenker
-------------------------------------
Curtis Schenker
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, L.P.
By: Metropolitan Capital Advisors, Inc.
By: /s/ Jeffrey E. Schwarz
---------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
<PAGE>
EXHIBIT B
AGREEMENT
---------
AGREEMENT, dated as of May 3, 1999 (the "Agreement"), by and among
Metropolitan Capital Advisors, Inc., a Delaware corporation, Metropolitan
Capital III, Inc., a Delaware corporation, Scoggin, Inc., a New York corporation
Scoggin, LLC, a Delaware Limited Liability Company and Lakeway Capital Partners,
LLC, a Delaware limited liability company (each, a "Stockholder" and
collectively, the "Stockholders").
WHEREAS, the Stockholders have each independently concluded that their
respective interests, and the interests of other shareholders of Columbus
McKinnon Corporation, a New York corporation (the "Company"), would be furthered
by seeking to nominate and elect a majority or more of the members of the
Company's Board of Directors; and
WHEREAS, each of the Stockholders desires to establish in this Agreement
certain terms and conditions relating to the parties' nomination of persons to
stand for election as directors of the Company, and the voting of the common
stock of the Company in regard to election of such directors and matters related
thereto; and
WHEREAS, the Stockholders wish to form the Columbus McKinnon Stockholders
Committee (the "Committee") for the purpose of nominating, and advocating the
election of its nominees at the Company's next meeting of shareholders, whether
annual or special;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Term of Agreements. Unless otherwise consented to by the holders of
a majority of the aggregate Common Stock held by the Stockholders and their
affiliates, the term (the "Term") of this Agreement shall commence as of the
date hereof and shall continue until the earlier to occur of (i) the conclusion
of the first meeting of stockholders of the Company after the date hereof at
which directors of the Company are elected, and (ii) the public announcement by
the Company that it has entered into a definitive merger agreement or other
agreement whereby all of the Company's common stock is to be acquired by a third
party.
2. Voting and Other. (a) Each of the Stockholders agrees that, during
the Term (i) it will, and will cause its affiliates to, be present, in person or
represented by proxy, at all stockholder meetings of the Company for the
election of directors, so that all voting securities of the Company beneficially
owned by it and its affiliates shall be counted for the purpose of determining
the presence of a quorum for the election of directors at such meetings, and
(ii) it will, and will cause its affiliates to, vote, or act by consent with
respect to, all voting securities of the Company beneficially owned by it and
its affiliates (x) for the election of the nominees for the Company's Board of
Directors nominated by the Committee ("Committee Nominees"), and (y) for such
other actions of Stockholders as may be necessary or helpful to cause the
election of the Committee Nominees to the Company's Board of Directors at the
earliest possible time. In furtherance of the foregoing, each of the
Stockholders agrees that all decisions for the Committee shall be made by the
Committee Representative (as defined below) and that upon request of the
Committee Representative, Stockholders will execute and deliver to the Committee
one or more
<PAGE>
proxies which may be used by the Committee to vote Stockholder's voting
securities in the manner set forth herein.
(b) Each Stockholder agrees to bear its Equitable Portion (as
defined below) of all legal, printing, solicitor, litigation and other expenses
incurred in connection with this Agreement or the nomination or election of the
Committee Nominees, including by way of reimbursement to other Stockholders of
amounts paid by such other Stockholders in furtherance hereof, such
reimbursement to be made promptly following the request of the Committee
Representative, who shall be designated by the holders of a majority or more of
the aggregate shares held by the Stockholders and their affiliates. As of the
execution hereof, the Committee Representative shall be Metropolitan Capital
Advisors, Inc. and its officers. In the event reimbursement of such expenses is
thereafter made to the Committee by the Company, then the Committee
Representative shall promptly, in turn, return to the Stockholders an Equitable
Portion of any such reimbursed amounts received. For purposes hereof, "Equitable
Portion" shall mean such portion of expenses as may be determined, in the good
faith judgment of the Committee Representative, to be allocable to a Stockholder
based upon the relative number of voting securities held by the Stockholder and
its affiliates, whether or not subject to the terms of this Agreement, as
compared to the aggregate number of voting securities held by any other
Stockholder.
3. ACQUISITION OF VOTING SECURITIES. Notwithstanding any other
provision of this Agreement, any voting securities acquired by a Stockholder or
its controlled affiliates subsequent to the date hereof, and within the Term,
shall automatically and without any action by any party hereto, be subject to
the provisions of this Agreement.
4. CERTAIN PROHIBITED ACTIONS. Other than in support of the Committee
Nominees, during the Term, without the prior consent of the Committee
Representative, the Stockholders will not, and will cause each of its controlled
affiliates not to, singly or as part of a "group", directly or indirectly,
through one or more intermediaries (i) make, support, or vote in favor of, or in
any way participate, directly or indirectly, in any "solicitation" of "proxies"
(as such terms are defined or used in Regulation 14A under the Exchange Act)
with respect to the voting securities (including by the execution of actions by
written consent), become a "participant" in any "election contest" (as such
terms are defined or used in Rule 14A-11 under the Exchange Act) with respect to
the Company or seek to advise or influence any person or entity with respect to
the voting of any voting securities; (ii) initiate, propose, or participate in
the solicitation of stockholders for the approval of, one or more stockholder
proposals with respect to the Company in Rule 14A-8 under the Exchange Act or
induce any other individual or entity to initiate any stockholder proposal
relating to the Company; (iii) deposit any voting securities in a voting trust
or subject any voting securities to any arrangement or agreement with respect to
the voting thereof; or (iv) disclose any intention, plan or arrangement
inconsistent with the foregoing prohibitions or advise or assist any other
person in connection with the foregoing prohibitions.
5. DISPOSITION OF VOTING SECURITIES. During the Term, the Stockholders
shall not, and shall cause its controlled affiliates not to, transfer any voting
securities, whether by sale, assignment, pledge, encumbrance, gift, bequest,
appointment or otherwise, unless the transferee of such voting securities agrees
in writing to be bound by the provisions hereof.
<PAGE>
6. SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreement and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
7. AMENDMENT AND MODIFICATION. This Agreement may be amended, modified
and supplemented only by written agreement of the holders of a majority of the
aggregate Company common stock held by the Stockholders.
8. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, telecopier or air courier guaranteeing overnight
delivery directed to the last known address of the Stockholder.
All such notices, requests, demands and other communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if sent by registered first-class mail; when receipt acknowledged, if
telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.
9. SEVERABILITY. In the event that any provision(s) of this Agreement
shall be held illegal, invalid or unenforceable under applicable law, then such
illegality, invalidity or unenforceability shall not affect any other
provision(s) hereof and this Agreement shall remain in force and be effectuated
as if such illegal, invalid or unenforceable provision is not part of this
Agreement.
10. SUCCESSORS; ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
(including any successor by merger, reorganization, consolidation or other
business combination) and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other party.
11. GOVERNING LAW. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York, without regard to its conflicts of law doctrine.
12. JURISDICTION AND VENUE. The Stockholders hereby agree that any
suit, claim, action or proceeding relating to or arising under this Agreement
shall be brought exclusively in a state court of New York, in the City of New
York (a "New York Court"). Each of the Stockholders hereby consents to personal
jurisdiction in any such action brought in any such New York Court, consents to
service of process upon it and waives any objection it may have to venue in any
such New York Court or to any claim that any such New York Court is an
inconvenient forum. The Stockholders hereby waive trial by jury in any suit,
claim, action or proceeding in any court
<PAGE>
relating to or arising under this Agreement. The Stockholders confirm that the
foregoing waiver is informed and freely made.
13. COUNTERPARTS. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
14. HEADINGS. The headings of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof or affect
in any way the meaning or interpretation of this Agreement.
15. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
and understanding of the parties hereto in respect of the subject matter
contained herein, and supersede all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto.
16. THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or corporation, other than the parties hereto
and their successors or assigns, any rights or remedies under or by reason of
this Agreement.
[SIGNATURES ON NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
METROPOLITAN CAPITAL ADVISORS, INC.
By:_____________________________________________
Jeffrey E. Schwarz, Chief Executive Officer
METROPOLITAN CAPITAL III, INC.
By:_____________________________________________
Jeffrey E. Schwarz, Chief Executive Officer
LAKEWAY CAPITAL PARTNERS, LLC
By:_____________________________________________
Robert F. Lietzow, Jr.
Managing Member
SCOGGIN, INC.
By:_____________________________________________
Curtis Schenker, its Chief Executive Officer
SCOGGIN, LLC
By:_____________________________________________
Curtis Schenker, a Managing Member
<PAGE>
EXHIBIT C
LETTER TO ISSUER
----------------
Metropolitan Capital Advisors, Inc.
660 Madison Avenue
New York, NY 10021
May 5, 1999
Mr. Timothy Tevens
Chief Executive Officer
Mr. Robert Montgomery, Jr.
Executive Vice President/Chief Financial Officer
Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, NY 14228
Dear Tim and Bob:
As you know, Bedford Falls Investors, L.P. ("Bedford Falls") has been a
significant shareholder of Columbus McKinnon ("Columbus") since shortly after
the company's initial public offering three years ago. During that time my
colleagues and I have often met with you to discuss the company's business
strategy and ways of realizing greater value for shareholders. After much
waiting, the continued underperformance of Columbus's share price has eliminated
our remaining confidence in the board's current strategy. As a result, we and
others have decided to nominate an alternate slate of directors at the next
shareholder meeting. Let me explain the reasons for our decision in more detail.
At the outset, let me make clear that we recognize that operationally the
company has performed well. In fact, the investment community is also aware of
your operational strength and value, and is expecting even better performance
to come. Notwithstanding this, the company's stock has languished and has
underperformed broad stock market indices over any meaningful time frame, and
continues to do so even today. Despite this poor record, the current board of
directors has steadfastly refused to consider a sale of the company as a means
of maximizing shareholder value. This dismissive attitude towards the interests
of the public shareholders does nothing to attract new holders.
Several of our contacts with the company serve to demonstrate the reasons for
our conclusion:
- At a July 9, 1997 meeting, Rob Lietzow and I encouraged Bob and
then Chief Executive Officer, Herb Ladds, Jr., to consider a
sale of the company as the most effective mechanism for
maximizing shareholder value. We discussed that such a sale
would provide shareholders with a substantial premium to the
then market price of $20 per share. The company's response was
that there were too many exciting opportunities available to the
company and a sale would "leave too much money on the table". We
took your representations at face value and awaited the results
of your strategic plan. So far, they have been very
disappointing. Over the nearly two years since that meeting,
Columbus's share price has appreciated by 5.0%. Over the last
twelve months, Columbus's share price has DECLINED by
approximately 28.2%. Over comparable periods, the S&P 500 Index
has appreciated by 46.8% and 19.4%, respectively.
<PAGE>
- More recently, in March 1999, we met at the Schroder Wertheim
Industrial Conference, shortly after Columbus had completed its
acquisition of GL International. You described the acquisition
as being difficult and time consuming to structure. In fact you
had to overcome a highly levered balance sheet making debt
financing difficult, while at the same time you were unable to
use company stock as currency as it was (and is still) so
undervalued. This combined burden of high leverage and low stock
price will continue to retard the company's ability to grow
through meaningful acquisitions, as it is likely future
acquisitions will be equally difficult to consumate. As a
result, I reiterated that a sale of the company would be the
better route to maximize value for shareholders. Though you have
expressed that management's priority is to grow the business, we
believe that both the shareholder's goals and your own are met
by a sale that returns significant value to shareholders, and at
the same time provides management with new access to expansion
capital and financing.
In response, you described your own plan to address these
obstacles by attaining share price appreciation through
presenting at investment conferences and obtaining analyst buy
recommendations - the same plan that you have followed for three
years. To the best of our knowledge, this year you have
presented at a number of different investment forums, and four
research reports have been published about Columbus. Still,
despite rallies in the market, and in the industrial sector in
particular, the stock has shown no signs of being able to
sustain any significant appreciation and is trading at under six
times the $3.50 per share of cash earnings projected for the
current fiscal year. It is time for the board to recognize, as
we have, that your efforts to market the company's stock as a
means of surfacing shareholder value have failed. Your repeated
unwillingness to look to alternative means of enhancing value
speaks volumes about management's view of outside shareholders.
- As we have become more concerned about the disappointing
performance of Columbus's share price, we began ourselves to
explore and evaluate alternatives for value maximization. Toward
that end, Rob Lietzow and I traveled back to Amherst on March
17th of this year to discuss a range of specific alternatives
with you. We reported to you that our discussions with numerous
blue-chip financial buyers confirmed the opportunity to sell the
company at a price that would represent a very substantial
premium to the current market price. Given management's interest
and operational ability, I encouraged you to consider working
with one of these, or any other private equity firm, to develop
a plan to sell the company or take it private. We made it clear
that, so long as fair value was offered, we were prepared to
support such a proposal over others that might not be as
attractive to you and other members of management. Simply put,
whether involving management, a financial buyer or a strategic
buyer, any of such transactions would likely return a large
premium to shareholders. Unfortunately, you rejected this
suggestion for the same reason you rejected a sale of the
company two years ago in July 1997 - not the right time to sell.
<PAGE>
- Our information is that not only have you refused to seek a
transaction, but have refused to respond to unsolicited
inquiries to even determine what value is available for
shareholders. In addition to potential financial buyers, we have
also contacted investment bankers and potential strategic
acquirers of Columbus. Based on those conversations, we
confirmed to our satisfaction that if Columbus's Board of
Directors entered upon a value maximization process, a number of
qualified purchasers would be willing to acquire the company at
a price substantially in excess of the current market price. In
doing so we also referred interested parties to Bear Stearns,
the company's investment banker, only to learn that all such
approaches are being rebuffed, apparently without regard to what
offers might be made, and the premiums that might be available.
In light of all the above factors and conversations, we have concluded that the
interests of non-management shareholders requires that board control shift to
the public shareholders. Accordingly, it is our current intention to nominate an
alternative slate for a majority or more of the directors for election at the
next annual meeting of shareholders. This slate would be committed to
undertaking a value maximization strategy.
By proposing an alternate slate, we plan to give the shareholders of Columbus
the opportunity to choose which direction to head their company. We expect and
require that incumbent management do nothing that would impede the ability and
timing of the shareholders in making that choice. This includes ensuring that
the annual meeting be held in a timely fashion, with no more restrictions on
shareholders than imposed by the current governing instruments and past
practice.
In addition, we fully expect that the company's ESOP, as required by law and
fiduciary duties imposed by ERISA, will be voted solely with an eye to
maximizing the value of the shares for the benefit of plan participants. As you
know, allowing the current management Trustees to vote such shares or use such
shares to entrench management, is subject to ERISA fiduciary and "prohibited
transaction" provisions and could impose personal liability on ESOP
Trustees/Retirement Committee Members for the losses to the Plan, plus
applicable penalties.
We have attached a copy of our SEC Form 13D filing which reflects our decision.
Please feel free to call me with any questions you might have on our filing or
our decision.
Yours truly,
Jeffrey E. Schwarz
