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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Columbus McKinnon Corporation
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF COLUMBUS McKINNON CORP. w/ADDRESS]
JULY 15, 1999
Dear CM Associate:
Having recently completed work on your Company's annual report, we are again
reminded that fiscal 1999 was a period of substantial accomplishment for
Columbus McKinnon. We had a terrific year in mixed economic conditions and we
remain highly confident about CM's future prospects. EVERY CM ASSOCIATE SHOULD
TAKE GREAT PRIDE IN OUR RESULTS. THANKS FOR A JOB WELL DONE!
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As you know, this year's Annual Meeting, scheduled for August 16, will
involve a proxy contest started by a group of New York City-based stock
traders and risk arbitrageurs. This group is attempting to replace 5 of your
directors with their own nominees. You may be assured that your Board of
Directors and Senior Officers are meeting this challenge head-on. It should
interest you to know that CM officers, directors and the Company's employee
stock ownership plan alone hold over 30% of CM's stock, compared to only 8.49%
owned by the dissidents.
CM's position with respect to the dissident group is fully detailed in our
proxy materials, which we are now distributing to all Columbus McKinnon
shareholders. In short, we are convinced that now is not the time to sell CM,
because the Company is operating well and growing with many initiatives under
way that should enhance its value. We will communicate with you further and
keep you informed of significant events.
If you are a Columbus McKinnon shareholder, your proxy statement, WHITE
proxy card and annual report should reach you in the next week or so. In the
meantime, a number of associates have asked how to support CM's Board of
Directors and, in particular, the proper method of executing proxies. The
guidelines are relatively simple. Please remember the following:
1. CM will be using a WHITE proxy card. When you receive it in the mail,
please sign, date and mail your CM WHITE proxy card in the envelope
provided.
2. The dissident Shareholders Committee is using a GOLD CARD which you may
also receive in the mail. To support CM's Board of Directors, simply
throw it away. In a proxy contest only the latest dated proxy card will
count, so do not sign a GOLD CARD--not even to vote against their
nominees--or you will cancel your earlier CM vote.
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Lois Demler, our Corporate Secretary, has prepared a short memo which may
answer some of your questions about the meeting and voting. A copy is attached
for your reference. And remember, don't sign the GOLD cards--toss them away.
As the proxy contest proceeds, your general managers and others will be
keeping you up to date and will be available to answer your questions. In the
meantime, let's not be distracted from the job at hand. Our continued success
and stability depends on your focus, which we know we can count on.
We look to the future--as should you--with confidence and renewed optimism
fueled by the collective strength of CM associates. Together, we will succeed.
With best regards to you and your families.
Sincerely,
/s/ TIMOTHY T. TEVENS /S/ ROBERT L. MONTGOMERY, JR.
Timothy T. Tevens Robert L. Montgomery, Jr.
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[LOGO FOR COLUMBUS McKINNON CORP. W/ADDRESS]
CM MEMORANDUM
To: All CM Associates
From: Lois Demler
Re: Annual Meeting Voting Procedures
Date: 7/15/99
This year's annual meeting involves a proxy contest and you may expect to
receive multiple mailings from both CM and the dissident Shareholders
Committee. You should be aware that if you are a CM stockholder or ESOP
participant you may also receive telephone calls from the dissidents or their
proxy solicitor seeking your vote. Don't be bothered by these calls. CM will
also actively be soliciting votes and we have a team of experts assisting us.
Since many associates have asked about voting at this year's annual meeting,
we have summarized some of the important rules to assist you. To support your
Board of Directors, remember these two simple rules:
1. CM will be using a WHITE proxy card. When you receive it in the mail,
please sign, date and mail your CM WHITE proxy card in the envelope
provided.
2. The Shareholders Committee is using a GOLD CARD which you may also
receive in the mail. Simply throw it away to support CM's Board of
Directors. In a proxy contest only the latest dated proxy card will
count, so do not sign a GOLD CARD--not even to vote against their
nominees--or you will cancel your earlier CM vote.
Some CM associates may hold CM stock in multiple accounts. To ensure that
your shares are properly voted, please adhere carefully to the following:
1. CM ESOP:
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If you are a CM ESOP participant, you will receive a WHITE voting instruction
card in the mail, specifically for your ESOP shares. These voting instruction
cards must be returned to the
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independent tabulator. Please mail your card(s) at once in the envelope
provided. To support your Board, simply mark, sign, date and mail your WHITE
card. Do not bring these cards to the meeting or your vote will not be counted.
2. STOCK FOR WHICH YOU HOLD A CM CERTIFICATE:
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You will also receive CM WHITE proxy cards for these shares. Please sign,
date and mail your WHITE proxy card immediately upon receipt.
3. STREET NAME STOCK:
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Finally, proxy cards will be distributed for CM shares held in "street" name.
This includes all shares deposited in a bank or brokerage account (your banker
or broker holds your stock certificate). Only your banker or broker can vote on
your behalf and only after receiving your instructions. Please immediately
sign, date and mail your WHITE proxy card (do so for each separate account) in
the envelope provided by your banker or broker. Do not bring these cards to the
meeting or your vote will not count!
Remember, under no circumstances should you execute a GOLD card. Please
discard them upon receipt. TO SUPPORT YOUR BOARD--SIGN, DATE AND MAIL YOUR CM
WHITE PROXY CARD.
Thank you for your careful attention. Please call me at (716) 689-5409 if you
have any questions.
