SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Columbus McKinnon Corporation
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(Exact Name as Specified In its Charter)
The Columbus McKinnon Shareholders Committee
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(Name of Person(s) Filing Proxy Statement)
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Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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to Exchange Act Rule 0-11: (1)
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[_]Check box if any part of the fee is offset as provided by Exchange Act
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THE COLUMBUS MCKINNON
SHAREHOLDERS COMMITTEE
c/o Metropolitan Capital Advisors, Inc.
660 Madison Avenue
New York, NY 10021
May 24, 1999
Board of Directors
Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, New York 14228
Gentlemen:
On May 5, 1999, I wrote to inform the Company that the Columbus McKinnon
Shareholders Committee (the "Committee") had been formed to seek the election of
a slate of directors committed to value maximization for Columbus shareholders.
As you are no doubt aware, the market's reaction to our proposal was extremely
favorable. Indeed, the prospect of a new Board and strategy did more in a day to
enhance shareholder value than management's so-called "three pronged" strategy
has done in over three years.
So far the Company's response has been to refuse to discuss our proposal and to
take action to impede independent shareholder nominations and proposals.
Management categorically refused to discuss the Committee's 13D filing on a
recent conference call with shareholders and analysts. Even more disturbing,
shortly after that call, the Company filed with the Securities and Exchange
Commission a Form 8-K that disclosed newly amended by-laws. Those amendments are
nothing more than a thinly veiled device to entrench management and the
incumbent Board. You have not explained to shareholders that these by-laws
significantly limit shareholders in the exercise of their rights, while at the
same time giving management the right to make or change its nominations and
proposals at any time. In short, you give yourself the ability to propose any
corporate action at any time, without shareholders being able to respond with
alternatives.
We believe that the Board's by-law amendments, taken in direct response to our
decision to propose nominees, are in brazen disregard of shareholder rights and
interests. We fully intend to deliver our nominations to you shortly, and with
complete information. Nevertheless, we demand that, whether or not you formally
rescind the amendments, they should not be used to exclude shareholder
nominations or proposals that otherwise would be validly made for the 1999
meeting under the pre-existing by-laws.
The Board's willingness to interfere with nominations by long-time shareholders
indicates nothing but contempt for non-management shareholders. Rescinding these
new limitations and restoring the process to a level playing field would be a
welcome step to an open and fair debate about the future of the Company. We are
sending you our letter to fellow shareholders to let you know the seriousness of
our position. We believe our views are shared by many others.
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We encourage you to abandon the failed strategy of the past, and to adopt the
value maximizing strategy we have proposed, and the market clearly supports. We
also request that you promptly announce the record and proposed meeting date for
this year's annual meeting. In addition, in order for us to make our nominations
and proposals, we require that you advise us and all shareholders whether
management will change the size of the Board and of any other action expected to
be proposed for shareholder action.
Reasonable people may disagree about the best strategy for Columbus, but no one
can dispute that the shareholders own this company and are entitled to decide
its future. Management and the current Board owe shareholders a fair election
and should be willing to commit to all shareholders that they will take no
further action to impede voting rights or further entrench themselves.
I am separately forwarding a request for certain shareholder lists and
information. I look forward to receiving the material and your response
promptly.
Sincerely,
Jeffrey E. Schwarz
On Behalf of the Columbus McKinnon
Shareholders Committee
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The Shareholders Committee is composed of Metropolitan Capital
Advisors, Inc., which beneficially owns 366,800 shares of Columbus McKinnon
common stock; Metropolitan Capital III, Inc., which beneficially owns 240,600
shares; Lakeway Capital Partners, LLC, which beneficially owns 120,450 shares;
Scoggin, Inc., which beneficially owns 322,500 shares; and Scoggin, LLC, which
beneficially owns 153,200 shares. The Shareholders Committee's collective
beneficial ownership, including shares owned by certain affiliates of the
Shareholders Committee members, of approximately 1,245,545 shares, represents
about 8.49% of Columbus McKinnon's outstanding common stock.
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ADDITIONAL PARTICIPANT INFORMATION
In addition to the participants named above, the following individuals
and entities also may be deemed to be participants in the Committee's proxy
solicitation: Bedford Falls Investors, L.P., of which Metropolitan Capital
Advisors, L.P. is the sole general partner, of which Metropolitan Capital
Advisors, Inc. is the sole general partner; Metropolitan Capital Advisors
International Limited, of which Metropolitan Capital Partners III, L.P. is the
investment advisor, of which Metropolitan Capital III, Inc. is the sole general
partner; Jeffrey E. Schwarz and Karen Finerman, as shareholders, directors and
executive officers of Metropolitan Capital Advisors, Inc. and Metropolitan
Capital III, Inc.; Yaupon Partners, L.P. and Yaupon Partners II, L.P., of which
Lakeway Capital Partners, LLC is the sole general partner; Robert F. Lietzow,
Jr., as managing member of Lakeway Capital Partners, LLC; Scoggin Capital
Management, L.P., of which Scoggin, Inc. is the sole general partner; Scoggin
International Fund, Ltd., of which Scoggin, LLC is the investment advisor; and
Curtis Schenker and Craig Effron, as
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shareholders, directors and executive officers of Scoggin, Inc. and managing
members of Scoggin, LLC.
A further description of the interests held by each of the above-named
participants is contained in the Schedule 13D filed by the Shareholders
Committee and each of its members on May 6, 1999, as amended by Amendment No. 1
to Schedule 13D filed with the Commission on May 24, 1999.
