COLUMBUS McKINNON CORPORATION
140 John James Audubon Parkway
Amherst, New York 14228-1197
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 26, 1996
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Columbus
McKinnon Corporation, a New York corporation (the "Company"), will be held at
the Company's corporate offices, 140 John James Audubon Parkway, Amherst, New
York, on August 26, 1996, at 2:00 p.m., local time, for the following
purposes:
1. To elect five Directors to hold office until the 1997 Annual Meeting
and until their successors have been elected and qualified.
2. To take action upon and transact such other business as may be
properly brought before the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on July 5, 1996, as
the record date for the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting.
Shareholders who do not expect to attend the meeting in person are urged to
vote, sign and date the enclosed proxy and return it promptly in the envelope
enclosed for that purpose.
LOIS H. DEMLER
Secretary
Dated: July 23, 1996
COLUMBUS McKINNON CORPORATION
140 John James Audubon Parkway
Amherst, New York 14228-1197
--------------------------------------------------
PROXY STATEMENT
--------------------------------------------------
This Proxy Statement and the accompanying form of proxy are being furnished
in connection with the solicitation by the Board of Directors of Columbus
McKinnon Corporation, a New York corporation (the "Company"), of proxies to be
voted at the Annual Meeting of Shareholders to be held at the Company's
corporate offices, 140 John James Audubon Parkway, Amherst, New York, on August
26, 1996, at 2:00 p.m., local time, and at any adjournment or adjournments
thereof. The close of business on July 5, 1996, has been fixed as the record
date for the determination of shareholders entitled to receive notice of and to
vote at the meeting. At the close of business on July 5, 1996, the Company had
outstanding 13,731,669 shares of common stock, $.01 par value per share
("Common Stock"), the holders of which are entitled to one vote per share on
each matter properly brought before the Annual Meeting.
The cost of solicitation of proxies in the accompanying form will be borne
by the Company, including expenses in connection with preparing and mailing
this Proxy Statement. In addition to the use of the mails, proxies may be
solicited by personal interviews and telephone by Directors, officers and
employees of the Company. Arrangements will be made with brokerage houses,
banks and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of Common Stock, and the Company
will reimburse them for reasonable out-of-pocket expenses incurred by them in
connection therewith.
The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the Annual Meeting in accordance with the
specifications, if any, made on the proxy card. If no specification is made,
the proxies will be voted FOR the nominees for Director named in this Proxy
Statement.
The proxy card provides space for a shareholder to withhold voting for any
or all nominees for the Board of Directors or to abstain from voting for any
proposal if the shareholder chooses to do so. Each nominee for election as a
Director requires a plurality of the votes cast in order to be elected. A
plurality means that the nominees with the largest number of votes are elected
as Directors up to the maximum number of Directors to be elected at the Annual
Meeting. Only shares that are voted in favor of a particular nominee will be
counted towards achievement of a plurality; where a shareholder properly
withholds authority to vote for a particular nominee such shares will not be
counted towards such nominee's or any other nominee's achievement of plurality.
The execution of a proxy will not affect a shareholder's right to attend the
Annual Meeting and to vote in person. A shareholder who executes a proxy may
revoke it at any time before it is exercised by giving written notice to the
Secretary, by appearing at the Annual Meeting and so stating, or by submitting
another duly executed proxy bearing a later date.
The date of this Proxy Statement is the approximate date on which the Proxy
Statement and form of proxy were first sent or given to shareholders.
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the Board of
Directors shall consist of not less than three nor more than nine Directors to
be elected at each annual meeting of shareholders and to serve for a term of
one year or until their successors are duly elected and qualified. The Board
of Directors is presently comprised of five members.
Unless instructions to the contrary are received, it is intended that the
shares represented by proxies will be voted for the election as Directors of
Edward W. Duffy, Herbert P. Ladds, Jr., Robert L. Montgomery, Jr., Randolph A.
Marks and L. David Black, each of whom is presently a Director. Each of these
nominees has been previously elected by the Company's shareholders at meetings
held prior to the Company's initial public offering in February 1996. If any
of these nominees should become unavailable for election for any reason, it is
intended that the shares represented by the proxies solicited herewith will be
voted for such other person as the Board of Directors shall designate. The
Board of Directors has no reason to believe that any of these nominees will be
unable or unwilling to serve if elected to office.
The following information is provided concerning the nominees for Director:
Edward W. Duffy has been Chairman of the Board of the Company since 1986.
Mr. Duffy is a retired Chairman of the Board and Chief Executive Officer of
Marine Midland Bank and a retired director on the boards of W. R. Grace & Co.,
Niagara Mohawk Power Corporation, and Oneida Limited. He is currently a
director on the board of Utica Mutual Insurance Company.
Herbert P. Ladds, Jr. has served as President and Chief Executive Officer
of the Company since 1982 and has been a Director of the Company since 1973.
He was Executive Vice President of the Company from 1981 to 1982 and
Vice President-Sales & Marketing from 1971 to 1980. Mr. Ladds is also a
director on the board of Utica Mutual Insurance Company and other private and
not-for-profit entities.
Robert L. Montgomery, Jr. joined the Company in 1974 and has served as
Executive Vice President and Chief Financial Officer since 1987 and as a
Director of the Company since 1982. Prior thereto he was employed as a
certified public accountant by Price Waterhouse LLP. He also currently serves
on the boards of DeGraff Memorial Hospital and Buffalo General Health Systems.
Randolph A. Marks has been a Director of the Company since 1986. Mr. Marks
is a private investor and is a retired Chairman of the Board of American Brass
Company. He was also a founder and currently serves as a director of
Computer Task Group, Inc.
L. David Black has been a Director of the Company since 1995. Mr. Black has
been the Chairman of the Board, President and Chief Executive Officer of
JLG Industries, Inc., a manufacturer of construction equipment, since 1993.
Prior thereto, he served as President of JLG Industries, Inc.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the year ended March 31, 1996, the Board of Directors held nine
meetings. Each Director attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings held by all committees of the
Board of Directors on which he served.
AUDIT COMMITTEE
The Board of Directors has a standing Audit Committee comprised of
Messrs. Duffy, Marks and Black. The duties of the Audit Committee consist of
reviewing with the Company's independent auditors and its management, the scope
and results of the annual audit and other services provided by the Company's
independent auditors. The Audit Committee held one meeting in fiscal 1996.
COMPENSATION COMMITTEE
The Compensation Committee, which also consists of Messrs. Duffy, Marks and
Black, held one meeting in fiscal 1996. The Compensation Committee makes
recommendations concerning salaries and incentive compensation for employees of
and consultants to the Company.
OTHER COMMITTEES
The Board of Directors does not have a standing executive or nominating
committee.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the Directors
and executive officers of the Company:
NAME AGE POSITION(S) HELD
Edward W. Duffy 70 Chairman of the Board
Herbert P. Ladds, Jr. 63 President, Chief Executive Officer
and Director
Robert L. Montgomery, Jr. 58 Executive Vice President, Chief
Financial Officer and Director
Kenneth G. McCreadie 60 Vice President Administration
Peter A. Grant 64 Vice President Human Resources
Timothy T. Tevens 40 Vice President Information Services
Ned T. Librock 43 Vice President Sales and Marketing
Lois H. Demler 58 Corporate Secretary
William F. Ryan 56 Assistant Treasurer
Randolph A. Marks 60 Director
L. David Black 59 Director
All officers of the Company are elected annually at the first meeting of the
Board of Directors following the Annual Meeting of Shareholders and serve at
the discretion of the Board of Directors. There are no family relationships
between any officers or Directors of the Company. Recent business experience of
the Directors is set forth above under "Election of Directors." Recent
business experience of the executive officers who are not also Directors is as
follows:
Kenneth G. McCreadie has been employed by the Company since 1974 and has
served as Vice President Controller since 1982 and as Vice President-
Administration since June 1996. Prior to joining the Company, Mr. McCreadie was
employed as a certified public accountant by Price Waterhouse LLP.
Peter A. Grant has been Vice President Human Resources of the Company since
1987. From 1972 to 1987, Mr. Grant served the Company in various management
capacities in the labor relations and corporate personnel areas.
Timothy T. Tevens joined the Company as Vice President Information Services
in May 1991. From 1980 to 1991, Mr. Tevens was employed by Ernst & Young LLP in
various management consulting capacities.
Ned T. Librock was elected Vice President Sales and Marketing in November
1995. Mr. Librock has been employed by the Company since 1990 in various sales
management capacities. Prior to 1990, Mr. Librock was employed by Dynabrade
Inc., a manufacturer of power tools, as director of Sales and Marketing.
Lois H. Demler has been employed by the Company since 1963. She has been the
Corporate Secretary of the Company since 1987.
William F. Ryan has been employed by the Company since 1974 and has served
as Assistant Treasurer since 1984.
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth certain information with
respect to the compensation paid by the Company for services rendered during
the fiscal years ended March 31, 1995 and 1996 for the chief executive officer
and the other four most highly compensated executive officers of the Company.
The amounts shown include compensation for services in all compensation
capacities.
<TABLE>
<CAPTION>
FISCAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(a) COMPENSATION(b)
<S> <C> <C> <C> <C> <C>
Herbert P. Ladds, Jr., President 1996 $341,096 $144,450 --- $11,421
and Chief Executive Officer 1995 320,677 135,000 --- 13,794
Robert L. Montgomery, Jr.,
Executive Vice President 1996 259,588 109,935 --- 10,702
and Chief Financial Officer 1995 244,302 100,575 --- 13,190
Kenneth G. McCreadie, 1996 140,269 59,400 --- 9,054
Vice President Administration 1995 132,214 56,250 --- 11,673
Timothy T. Tevens,
Vice President 1996 127,308 52,200 ---(a) 7,086
Information Services 1995 115,908 49,500 --- 10,000
Peter A. Grant,
Vice President 1996 124,589 52,290 --- 8,196
Human Resources 1995 116,105 49,500 --- 10,879
<FN>
(a) Mr. Tevens was granted 17,000 shares of Restricted Stock on May 1, 1991
which had a value on such date of $135,650. As of March 31, 1996, the
number of restricted shares of Common Stock held by Mr. Tevens was 17,000
and the value of Mr. Tevens' restricted shares of Common Stock on March
31, 1996 was $272,000. The restrictions on Mr. Tevens' restricted shares
of Common Stock lapsed on April 30, 1996. None of the other officers
listed in the above table hold any restricted shares of Common Stock.
Dividends on the Common Stock are paid to holders of restricted shares of
Common Stock.
(b) Comprised of: (i) the value of shares of Common Stock allocated in fiscal
1996 under the ESOP to accounts for Messrs. Ladds, Montgomery, McCreadie,
Tevens and Grant in the amounts of $9,117, $8,398, $7,073, $4,961 and
$6,600, respectively, and (ii) premiums for group term life insurance
policies insuring the lives of Messrs. Ladds, Montgomery, McCreadie,
Tevens and Grant in the amounts of $2,304, $2,304, $1,981, $2,125 and
$1,596, respectively.
</TABLE>
EMPLOYEE PLANS
EMPLOYEE STOCK OWNERSHIP PLAN. The Company maintains the ESOP for the
benefit of certain of its salaried and non-union hourly employees. The ESOP is
intended to be an employee stock ownership plan within the meaning of Section
4975 (e)(7) of the Internal Revenue Code of 1986, as amended (the "Code") and
an eligible individual account plan within the meaning of Section 407(d)(3) of
the Code. From 1988 through 1995, the ESOP has purchased from the Company
1,373,549 shares of Common Stock (the "ESOP Shares") for the aggregate sum of
approximately $10.5 million. The proceeds of the ESOP Loans were used to fund
such purchases. The ESOP Loans are secured by the ESOP Shares, and are
guaranteed by the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations Liquidity and Capital Resources."
On a quarterly basis, the Company makes a contribution to the ESOP in
an amount determined by the Company's Board of Directors. In fiscal 1996, the
Company's cash contribution was approximately $1,026,000. The ESOP trustees
utilize the entire contribution to make payments of principal and interest on
the ESOP Loans.
Common Stock not allocated to ESOP participants is held in an ESOP
suspense account and is held as collateral for repayment of the ESOP Loans. As
payments of principal and interest are received by the lenders, shares of
Common Stock are released from the ESOP suspense account annually and are then
allocated to the ESOP participants in the same proportion as a participant's
compensation for such year bears to total compensation of all participants.
An ESOP participant becomes 100% vested in all amounts allocated to
him or her after five years of service. The Shares of Common Stock held by the
participants in the ESOP are a registration-type class of securities and are
voted by the participants in the same manner as any other shareholder.
In general, Common Stock allocated to a participant's account is
distributed upon his or her termination of employment at normal retirement
age (65) or death. The distribution is made in whole shares of Common Stock and
cash in lieu of any fractional shares.
Robert L. Montgomery, Jr., Kenneth G. McCreadie and Peter A. Grant
serve as Trustees of the ESOP. As of March 31, 1996, the ESOP owned
approximately 1,250,902 shares of Common Stock. Common Stock allocated pursuant
to the ESOP to Messrs. Ladds, Montgomery, McCreadie, Tevens and Grant as of
March 31, 1996 is 13,483 shares, 11,533 shares, 7,940 shares, 2,209 shares and
6,654 shares, respectively.
PENSION PLAN. The Company has a non-contributory, defined benefit
pension plan which provides certain of its salaried and office employees with
retirement benefits. For each year of service with the Company, a participant
earns an annual pension benefit equal to 1.15% of his annual compensation
(salary and bonus) for such year plus .45% of that part, if any, of such
compensation in excess of $10,000. Pension benefits are not subject to
reduction for social security or other offset amounts. If they continue at
their current levels of compensation and retire at age 65, the total estimated
annual pension benefits under this plan for Messrs. Ladds, Montgomery,
McCreadie, Tevens and Grant would be approximately $34,775, $41,463, $29,287,
$57,255 and $17,443, respectively.
NON-QUALIFIED STOCK OPTION PLAN. In October 1995, the Company
adopted the Columbus McKinnon Corporation Non-Qualified Stock Option Plan
(the "Non-Qualified Plan") and reserved, subject to certain requirements, an
aggregate of 250,000 shares of Common Stock for issuance thereunder. Under the
terms of the Non-Qualified Plan, options may be granted to officers and other
key employees of the Company as well as to non-employee directors and advisors.
The Company has not granted any options under the Non-Qualified Plan.
INCENTIVE STOCK OPTION PLAN. The Company's Columbus McKinnon Corporation
Incentive Stock Option Plan (the "Incentive Plan"), which was adopted in
October 1995, authorizes grants to officers and other key employees of the
Company and its subsidiaries of stock options that are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Code. The
Incentive Plan has reserved, subject to certain adjustments, an aggregate of
1,250,000 shares of Company stock to be issued thereunder. Options granted
under the Incentive Plan become exercisable over a four-year period at the rate
of 25% per year commencing one year from the date of grant at an exercise price
of not less than 100% of the fair market value of the Common Stock on the date
of grant. Any option granted thereunder may be exercised not earlier than one
year and not later than ten years from the date such option is granted. The
Company has not granted any options under the Incentive Plan. In the event of
certain extraordinary transactions, including a change of control of the
Company, the vesting of such options would automatically accelerate. The
Company has not granted any options under the Incentive Plan.
RESTRICTED STOCK PLAN. The Company adopted the Columbus McKinnon
Corporation Restricted Stock Plan (the "Restricted Stock Plan") in October 1995
and reserved, subject to certain adjustments, an aggregate of 100,000 shares of
Common Stock to be issued upon the grant of restricted stock awards thereunder.
Under the terms of the Restricted Stock Plan, the Compensation Committee may
grant to employees of the Company and its subsidiaries restricted stock awards
to purchase shares of Common Stock at a purchase price of $.01 per share.
Shares of Common Stock issued under the Restricted Stock Plan are subject to
certain transfer restrictions and, subject to certain exceptions, shall be
forfeited if the grantee's employment with the Company or any of its
subsidiaries is terminated at any time prior to the date the transfer
restrictions have lapsed. Grantees who remain continuously employed with the
Company or its subsidiaries become vested in their shares five years after the
date of the grant, or earlier upon death, disability, retirement or other
special circumstances. No awards have been made under the Restricted Plan. The
restrictions on any such stock awards automatically lapse in the event of
certain extraordinary transactions, including a change of control of the
Company.
EXECUTIVE INCENTIVE PLAN. The Company maintains an incentive plan for its
executive officers and other management employees. This plan provides for
annual cash bonuses based upon the Company's attainment of targeted pre-tax
earnings determined annually by the Company's Board of Directors. Incentive
awards are a percentage of base salary, and for the executive officers range
from 30% of base salary, if the financial objective is met, to up to 45% of
base salary if the financial objective is exceeded by 10%. Awards earned under
this plan are reduced by any bonus earned under the Corporate Incentive Plan.
In fiscal 1996, bonuses paid under this plan to Messrs. Ladds, Montgomery,
McCreadie, Tevens and Grant, were $123,471, $94,119, $50,702, $44,425 and
$44,648, respectively.
CORPORATE INCENTIVE PLAN. The Company maintains an incentive plan for
most of its United States based employees. This plan provides for annual cash
bonuses based upon the Company's attainment of targeted pre-tax earnings
determined by the Company's Board of Directors. The incentive pool, if any, is
distributed on the basis of relative compensation. In fiscal 1996, bonuses
paid under this plan to Messrs. Ladds, Montgomery, McCreadie, Tevens and Grant
were $20,979, $15,816, $8,698, $7,775 and $7,642, respectively.
401(K) PLAN. The Company maintains a 401(k) retirement savings plan which
covers all salaried and hourly employees who have completed at least 90 days of
service. Employees may contribute up to 15% of their annual compensation (6%
for highly compensated employees), subject to an annual limitation as adjusted
by the Code. Employee contributions are not matched by the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Company is administered by
the Compensation Committee which currently consists of three independent
(non-employee) Directors. The Compensation Committee approves the compensation
arrangements of the Chief Executive Officer and other officers of the Company.
The following objectives, established by the Compensation Committee, are
the basis for the Company's executive compensation program
- providing a comprehensive program with components including base
salary, performance incentives, and benefits that support and
align with the Company's goal of providing superior value to
customers and shareholders; and
- ensuring that the Company is competitive and can attract and
retain qualified and experienced executive officers and other
key personnel; and
- appropriately motivating its executive officers and other key
personnel to seek to attain short term, intermediate term and
long term corporate and divisional performance goals and to
manage the Company for sustained long term growth.
The Board of Directors of the Company has delegated to the Compensation
Committee responsibility for establishing and administering the compensation
programs for the Chief Executive Officer and other executive officers.
The Compensation Committee reviews compensation policy and specific levels
of compensation paid to the Chief Executive Officer and other executive officers
of the Company, administers the Company's Annual Executive Incentive Program
(AEIP), and reports and makes recommendations to the Board of Directors
regarding executive compensation, policies and programs.
The Compensation Committee is assisted in these efforts, when required by
an independent outside consultant, and by the Company's internal staff, who
provide the Compensation Committee with relevant information and
recommendations regarding compensation policies and specific compensation
matters.
ANNUAL COMPENSATION PROGRAMS
Executive base salaries are compared to manufacturing companies included
in an annual management survey completed by outside compensation consultants.
Comparison companies in this survey have sales volumes of 150 million to 450
million. This survey is used because it reflects companies in the same revenue
size and industry sectors as the Company. The Compensation Committee believes
salaries should be maintained between the first and third quartiles of surveyed
salaries reported depending upon the relative experience and individual
performance of the executive.
Salary adjustments are governed by guidelines covering three factors
(1) the individual officer's performance (merit), (2) market parity (to adjust
salaries of high performing individuals based on the competitive market), and
(3) promotions (to reflect increases in responsibility). In assessing market
parity, the Company targets groups of companies surveyed and referred to above.
Each executive officer's corporate position is assigned a salary grade
reflecting the Company's evaluation of the position's overall contribution to
corporate goals and the value the labor market places on the associated job
skills. A range of appropriate salaries is then assigned to that salary grade.
Each April, the salary ranges may be adjusted to reflect market conditions,
including changes in comparison companies, inflation, and supply and demand in
the market. The midpoint of the salary range corresponds to a "market rate"
salary which the Compensation Committee believes is appropriate for an
experienced executive who is performing satisfactorily, with salaries in excess
of the salary range midpoint appropriate for executives whose performance is
superior or outstanding.
The Compensation Committee has recommended that for the fiscal year
beginning April 1, 1996, any progression or regression within the salary range
for an executive officer shall depend upon a formal annual review of job
performance, accomplishments and progress toward individual and/or overall goals
and objectives for the segments of the Company that such officer oversees as
well as his contributions to the overall direction of the Company. Long term
growth in shareholder value is a key target. The results of executive officers'
performance evaluations will form a part of the basis of the Compensation
Committee's decision to approve, at its discretion, future adjustments in base
salaries of executive officers.
CHIEF EXECUTIVE OFFICER COMPENSATION
Compensation decisions affecting the Chief Executive Officer were based on
quantitative and qualitative factors relative to the Company's fiscal 1995
financial and operating results as well as strategic achievements such as the
acquisitions. Both the salary increase and bonus payout cited below were based
on performance that was above expectations.
The Compensation Committee increased Mr. Ladds' base salary to $341,900
for fiscal 1996, representing an increase of 6.51% over his base salary for
fiscal 1995. This salary adjustment was made in April 1995.
In June 1995, Mr. Ladds received incentive compensation awards totalling
$144,450. Mr. Ladds' award from the Annual Executive Incentive Plan was 45% of
his $321,000 base salary for fiscal 1995 or $144,450. Because Mr. Ladds
received an award of $20,979 from the Corporate Incentive Plan, his award from
the Annual Executive Incentive Plan was reduced to $123,471 according to the
rules of the plan.
SECTION 162(M) OF INTERNAL REVENUE CODE
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation in excess of
$1,000,000 paid to a Company's chief executive officer and any one of the four
other most highly paid executive officers during its taxable year. Qualifying
performance-based compensation is not subject to the deduction limit if certain
requirements are met. Based upon the compensation paid to Mr. Ladds and the
Company's other executive officers in 1996, it does not appear that the Section
162(m) limitation will have a significant impact on the Company in the near
term. However, the Compensation Committee plans to review this matter
periodically and to take such actions as are necessary to comply with the new
statute to avoid non-deductible compensation payments.
PERFORMANCE GRAPH
The Performance Graph shown below compares the cumulative total shareholder
return on Common Stock, based on the market price of the Common Stock, with the
total return of the S & P MidCap 400 Index and the Dow Jones Industrial
Diversified Index. The comparison of total return assumes that a fixed
investment of $100 was invested on February 22, 1996 (the effective date of the
Company's initial public offering) in Common Stock and in each of the foregoing
indices and further assumes the reinvestment of dividends. The stock price
performance shown on the graph is not necessarily indicative of future price
performance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Edward W. Duffy,
Randolph A. Marks and L. David Black, each an outside director of the Company.
None of the members of the Compensation Committee was, during fiscal 1996 or
prior thereto, an officer or employee of the Company or any of its subsidiaries.
In fiscal 1996, none of the executive officers of the Company served on the
Compensation Committee of another entity or on any other committee of the Board
of Directors of another entity performing similar functions during such period,
except that Mr. Ladds served on the Compensation Committee of the Board of
Directors of Utica Mutual Insurance Company.
COMPENSATION OF DIRECTORS
The Company pays an annual retainer of $15,000 to its Chairman of the
Board and an annual retainer of $10,000 to each of its other outside directors.
Directors who are employees of the Company do not receive an annual retainer.
In addition, each non-employee director also receives a fee of $1,000 for each
Board of Directors and committee meeting attended and is reimbursed for any
reasonable expenses incurred in attending such meetings.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission and NASDAQ initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Officers, Directors and greater than 10% shareholders are
required to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1995 all
Section 16(a) filing requirements applicable to its officers, Directors and
greater than 10% beneficial owners were complied with.
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of May 31, 1996
regarding the beneficial ownership of the Company's Common Stock by (a) each
person who is known by the Company to own beneficially more than 5% of the
Company's Common Stock; (b) by each Director; (c) by each of the executive
officers named in the Summary Compensation Table; and (d) by all executive
officers and Directors of the Company as a group.
<CAPTION>
DIRECTORS, OFFICERS AND NUMBER PERCENTAGE
5% SHAREHOLDERS OF SHARES(a) OF CLASS
- - ----------------------- ------------ ----------
<S> <C> <C>
Herbert P. Ladds, Jr.(b)(c) 1,372,019 9.99%
Robert L. Montgomery, Jr.(b)(d) 1,146,861 8.35
Kenneth G. McCreadie(b)(e) 605,269 4.41
Peter A. Grant(b)(f) 118,885 *
Timothy T. Tevens (b)(g) 20,209 *
Edward W. Duffy(b) 397,239 2.89
Randolph A. Marks(b) 239,840 1.75
L. David Black(b) 1,700 *
Columbus McKinnon Corporation
Employee Stock Ownership Plan(b) 1,250,902 9.11
All Directors and Executive Officers
as a Group (11 persons)(h) 3,928,233 28.61
<FN>
- - ---------------------
* Less than 1%.
(a) Rounded to the nearest whole share. Unless otherwise indicated in the
footnotes, each of the shareholders named in this table has sole voting
and investment power with respect to the shares shown as beneficially
owned by him, except to the extent that authority is shared by spouses
under applicable law.
(b) The address of each of the executive officers and directors and the
Columbus McKinnon Employees Stock Ownership Plan is c/o Columbus McKinnon
Corporation, 140 John James Audubon Parkway, Amherst, New York 14228-1197.
(c) Includes (i) 1,182,191 shares of Common Stock owned directly, (ii) 160,705
shares of Common Stock owned directly by Mr. Ladds' spouse, (iii) 15,640
shares of Common Stock held by Mr. Ladds' spouse as trustee for the
grandchildren of Mr. Ladds and (iv) 13,483 shares of Common Stock
allocated to Mr. Ladds' ESOP account.
(d) Includes (i) 1,050,328 shares of Common Stock owned directly, (ii) 85,000
shares of Common Stock owned directly by Mr. Montgomery's spouse and (iii)
11,533 shares of Common Stock allocated to Mr. Montgomery's ESOP account.
Excludes 1,239,369 additional shares of Common Stock owned by the ESOP for
which Mr. Montgomery serves as one of three trustees and for which he
disclaims any beneficial ownership.
(e) Includes (i) 512,329 shares of Common Stock owned directly, (ii) 85,000
shares of Common Stock owned by Mr. McCreadie's spouse and (iii) 7,940
shares of Common Stock allocated to Mr. McCreadie's ESOP account. Excludes
1,242,962 additional shares of Common Stock held by the ESOP for which Mr.
McCreadie serves as one of three trustees and for which he disclaims any
beneficial ownership.
(f) Includes (i) 77,231 shares of Common Stock owned directly, (ii) 35,000
shares of common Stock owned by Mr. Grant's spouse and (iii) 6,654 shares
of Common Stock allocated to Mr. Grant's ESOP account. Excludes 1,244,248
additional shares of Common Stock owned by the ESOP for which Mr. Grant
serves as one of three trustees and for which he disclaims beneficial
ownership.
(g) Includes (i) 18,000 shares of common Stock directly and (ii) 2,209 shares
of Common Stock allocated to Mr. Tevens' ESOP account.
(h) Excludes the shares of Common Stock owned by the ESOP as to which Messrs.
Montgomery, McCreadie and Grant serve as trustees, except for an aggregate
of 51,330 shares allocated to the respective ESOP accounts of the
executive officers of the Company.
</TABLE>
VOTE REQUIRED.
The affirmative vote of a plurality of the shares of Common Stock present,
in person or by proxy, is required for the election of each Director, assuming a
quorum is present or represented at the meeting.
The Board of Directors recommends a vote "FOR" each of the nominees for
Director.
OTHER MATTERS
The Company's management does not presently know of any matters to be
presented for consideration at the Annual Meeting other than the matters
described in the Notice of Annual Meeting. However, if other matters are
presented, the accompanying proxy confers upon the person or persons entitled
to vote the shares represented by the proxy, discretionary authority to vote
such shares in respect of any such other matter in accordance with their best
judgment.
OTHER INFORMATION
Ernst & Young LLP has been selected as the independent auditors for the
Company's current fiscal year and has been the Company's independent auditors
for its most recent fiscal year ended March 31, 1996.
Representatives of Ernst & Young LLP are expected to be present at the
1996 Annual Meeting of Shareholders and will have the opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, FOR THE FISCAL YEAR ENDED MARCH 31, 1996, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND THE SCHEDULES THERETO. Such written request should be directed to Columbus
McKinnon Corporation, 140 John James Audubon Parkway, Amherst, New York
14228-1197, Attention: Robert L. Montgomery, Jr. Each such request must set
forth a good faith representation that, as of July 5, 1996, the person making
the request was a beneficial owner of securities entitled to vote at the Annual
Meeting of Shareholders.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders intended to be presented at the 1997 Annual
Meeting must be received by the Company by March 25, 1997 to be considered for
inclusion in the Company's Proxy Statement and form of proxy relating to that
meeting.
The accompanying Notice and this Proxy Statement are sent by order of the
Board of Directors.
LOIS H. DEMLER
Secretary
Dated: July 23, 1996
- - -------------------------------------------------------------------------------
SHAREHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY
IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING.
A SHAREHOLDER MAY NEVERTHELESS VOTE IN PERSON IF HE OR SHE DOES ATTEND.
PROXY
COLUMBUS McKINNON CORPORATION
PROXY FOR ANNUAL MEETING OF Shareholders
TO BE HELD AUGUST 26, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints HERBERT P. LADDS, JR. and ROBERT L.
MONTGOMERY, JR. and each or any of them, attorneys and proxies, with full power
of substitution, to vote at the Annual Meeting of Shareholders of COLUMBUS
McKINNON CORPORATION (the "Company") to be held at the Company's corporate
offices at 140 John James Audubon Parkway, Amherst, New York, on August 26,
1996 at 2:00 p.m., local time, and any adjournment(s) thereof revoking all
previous proxies, with all powers the undersigned would possess if present, to
act upon the following matters and upon such other business as may properly
come before the meeting or any adjournment(s) thereof.
ELECTION OF DIRECTORS:
FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote [ ]
(except as marked to the for all nominees listed below
contrary below)
(Instruction: To withhold authority to vote for any individual nominee mark
the box next to the nominee's name below):
[ ] EDWARD W. DUFFY [ ] RANDOLPH A. MARKS
[ ] HERBERT P. LADDS, JR. [ ] L. DAVID BLACK
[ ] ROBERT L. MONTGOMERY, JR.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED
ABOVE.
Dated: ____________, 1996
______________________________________________
Signature
______________________________________________
Signature if held jointly
Please sign exactly as name appears. When shares are held by
joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign a partnership name by authorized
Person. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
