COLUMBUS MCKINNON CORPORATION
844,515 SHARES OF COMMON STOCK
These shares may be offered and sold from time to time by the security holders
of the Company identified in this Prospectus. See "Selling Stockholders". The
selling security holders acquired all of the shares in connection with a merger
transaction among Columbus McKinnon Corporation, GL of Delaware, Inc., G.L.
International Inc., Larco Industrial Services Ltd. and the selling security
holders pursuant to an Agreement and Plan of Merger dated as of February 16,
1999. The selling security holders will receive all of the proceeds from the
sale of the shares and will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the shares. We will pay the
expenses of registration of the sale of the shares.
On July 19, 1999, Columbus McKinnon Corporation had 14,741,112 shares of its
Common Stock issued and outstanding. Our Common Stock trades on the NASDAQ Stock
Market under the symbol "CMCO". On July 19, 1999, the closing price for the
Common Stock on the NASDAQ Stock Market was $24 7/16 per share.
Beginning on page 4, we have listed several "RISK FACTORS" which you should
consider. You should read the entire prospectus carefully before you make your
investment decision.
The Securities and Exchange Commission and state regulatory authorities have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is August 9, 1999
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TABLE OF CONTENTS
PAGE
Where You Can Find More Information...................... 3
Documents Incorporated by Reference...................... 3
Forward-Looking Information.............................. 4
About the Company........................................ 4
Risk Factors............................................. 4
Use of Proceeds.......................................... 6
Selling Stockholders..................................... 6
Plan of Distribution..................................... 6
Legal Matters............................................ 7
Experts.................................................. 7
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You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling security holders are offering to sell,
and seeking offers to buy, shares of Columbus McKinnon Corporation Common Stock
only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.
In this prospectus, the "Company," the "Registrant," "Columbus McKinnon
Corporation" "we," "us," and "our" refer to Columbus McKinnon Corporation.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the Securities and Exchange Commission (the "SEC"). You may read
and copy any document we file at the SEC's public reference room at Judiciary
Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You
should call 1-800-SEC-0330 for more information on the public reference room.
The SEC maintains an internet site at http://www.sec.gov where certain
information regarding issuers (including Columbus McKinnon Corporation) may be
found.
This prospectus is part of a registration statement that we filed with the SEC
(Registration No. 333-83489). The registration statement contains more
information than this prospectus regarding Columbus McKinnon Corporation and its
Common Stock, including certain exhibits and schedules. You can get a copy of
the registration statement from the SEC at the address listed above or from its
internet site.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we file with
the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus which update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares.
SEC Filing
(FILE NO.) PERIOD/FILING DATE
--------- ------------------
Annual Report on Form 10-K Year ended March 31, 1999
Current Report on Form 8-K Filed on May 18, 1999
Current Report on Form 8-K Filed on May 26, 1999
Registration Statement on Form 8-A Filed on January 24, 1996 and
describing the common stock, February 22, 1996, respectively
as amended by Amendment
No. 1 on Form 8-A/A
You may request a copy of these documents, at no cost, by writing to:
Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, New York 14228-1197
Attention: Lois H. Demler, Corporate Secretary
Telephone: (716) 689-5400
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FORWARD-LOOKING INFORMATION
Statements made in this prospectus or in the documents incorporated by reference
herein that are not statements of historical fact are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). A number of risks and uncertainties, including
those discussed under the caption "Risk Factors" below and the documents
incorporated by reference herein could affect such forward-looking statements
and could cause actual results to differ materially from the statements made.
ABOUT THE COMPANY
The Company is a broad-line designer, manufacturer and supplier of sophisticated
material handling products and integrated material handling solutions that are
widely distributed to industrial and consumer markets worldwide. The Company's
material handling products are sold, domestically and internationally,
principally to third party distributors in commercial and consumer distribution
channels and, to a lesser extent, directly to manufacturers and other end-users.
The Company's integrated material handling solutions businesses primarily deal
with end-users. For the year ended March 31, 1999, the Company generated net
sales and income from operations of approximately $735.4 million and
approximately $85.1 million, respectively. Comprehensive information on Columbus
McKinnon is available on our Web site at http:/www.cmworks.com.
RISK FACTORS
You should consider carefully the following risk factors, along with the other
information contained or incorporated by reference in this prospectus, in
deciding whether to invest in our securities. These factors, among others, may
cause actual results, events or performance to differ materially from those
expressed in any forward-looking statements we make in this prospectus.
WE FACE SIGNIFICANT COMPETITION
The markets in which we compete are highly competitive. We compete with a number
of different manufacturers, both domestically and abroad, with respect to each
of our products and services. Some of our competitors have greater financial and
other resources than we do. Our ability to compete depends on factors both
within and outside our control, including:
- - the timing and success of our newly developed products
- - the timing and success of newly developed products by our competitors
- - product availability, performance and price
- - product brand recognition
- - distribution and customer support
These factors could possibly limit our ability to compete successfully.
WE ARE SUBJECT TO GENERAL ECONOMIC RISKS
Our business is affected by the state of both the U.S. and worldwide economies
in general, and by the varying cyclicality of the industries in which our
products are used. Any future downturn in the U.S. and/or worldwide economy
could have an adverse effect on our business, financial condition and results of
operations.
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OUR INABILITY TO COMPLETE OR INTEGRATE FUTURE ACQUISITIONS EFFECTIVELY COULD
AFFECT OUR FUTURE GROWTH
Historically, we have grown through a combination of internal growth and
acquisitions. Although we intend to pursue the acquisition of additional
businesses, we can't be certain that we will be able to locate or acquire other
suitable acquisition candidates on acceptable terms or that any business we may
acquire in the future will be effectively and profitably operated and integrated
into the Company. In addition, the acquisition, operation and integration of an
acquired business may involve a number of other risks, including an increase in
our indebtedness, the diversion of our management's attention and the retention
of and training of key personnel. We also intend to enhance our international
presence through strategic acquisitions and alliances. International expansion
may involve additional risks including those described in "--Our International
Operations Subject Us To Additional Risks."
OUR INTERNATIONAL OPERATIONS SUBJECT US TO ADDITIONAL RISKS
We have operations and assets located outside of the United States, primarily in
Canada, Mexico, Germany, Denmark, France, the United Kingdom and China. In
addition, we import a portion of our hoist product line from China, and sell our
products to distributors located in approximately 50 countries. International
operations are subject to a number of special risks, including currency exchange
rate fluctuations, trade barriers, exchange controls, risk of governmental
expropriation, political risks and risks of increases in taxes. Also, some
foreign jurisdictions have laws limiting the right and ability of entities
organized or operating therein to pay dividends or remit earnings to affiliated
companies unless specified conditions are met.
VOLATILITY OF RAW MATERIAL PRICES COULD AFFECT OUR PROFITABILITY
The principal raw material used by us in our chain and forging operations is
steel. The steel industry as a whole is cyclical, and steel prices can be
volatile due to numerous factors beyond our control. This volatility can
significantly affect our raw material costs. Our ability to pass any steel price
increases on to our customers will be determined by competitive conditions.
WORK STOPPAGES COULD AFFECT OUR OPERATIONS
At March 31, 1999, we had approximately 4,350 employees. Of these employees,
approximately 1,580 are represented under 12 separate collective bargaining
agreements which expire at various times between September 1999 and April 2003.
A collective bargaining agreement covering approximately 105 employees at our
Duff-Norton division facility expires on September 26, 1999. We can not be
certain that negotiations to extend such agreement will be successfully
concluded without a work stoppage. During the past five years, the only
interruption or curtailment of our business due to labor disputes was a five-day
work stoppage at that same Duff-Norton division facility in Charlotte, North
Carolina in fiscal 1997, prior to its acquisition by the Company. We can't be
certain that we will not experience further significant work stoppages in the
future or that our relations with our employees will continue to be good.
WE ARE SUBJECT TO VARIOUS ENVIRONMENTAL LAWS AND REGULATIONS
Like many manufacturing companies, we are subject to various federal, state and
local environmental laws, including, but not limited to, those governing air
emissions, water discharges, and the storage, handling, disposal and remediation
of petroleum and hazardous substances. We have in the past and will likely in
the future incur expenditures in order to ensure compliance with such
environmental laws. Due to the possibility of unanticipated factual or
regulatory developments, the amount and timing of future environmental
expenditures could vary substantially from those currently anticipated.
Moreover, certain of our facilities have been in operation for many years and,
over such time, we and other predecessor operators of such facilities have
generated and disposed of wastes which are or may be considered hazardous.
Accordingly, although we have undertaken considerable efforts to comply with
applicable environmental laws, it is possible that environmental requirements or
facts not currently known will require unanticipated efforts and expenditures
which cannot be currently quantified.
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LOSS OF KEY PERSONNEL COULD IMPAIR OUR BUSINESS
Our success is dependent upon the management and leadership skills of Timothy T.
Tevens, the Company's President and Chief Executive Officer, Robert L.
Montgomery, Jr., the Company's Executive Vice President, and other members of
our senior management team. We do not have employment agreements with any of our
management employees. The loss of any of these individuals or an inability to
attract and retain additional personnel could adversely affect our business,
financial condition and results of operations.
YEAR 2000 RISKS COULD DISRUPT OUR OPERATIONS
We have implemented a Year 2000 date conversion program to ensure that our
computer systems and applications will function properly beyond 1999. We believe
that we have allocated adequate resources for this purpose and expect our Year
2000 date conversion program to be successfully completed on a timely basis.
However, we cannot be certain that this will be the case. We do not expect to
incur significant expenditures to address this issue. The ability of third
parties with whom we transact business to adequately address their Year 2000
issues is outside of our control. The failure of such third parties to
adequately address their respective Year 2000 issues could have an adverse
effect on our business, financial condition and results of operations.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the
Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock by the Selling Stockholders as of June
30, 1999 and as adjusted to reflect the sale by Selling Stockholders of shares
offered by this Prospectus.
Common Stock Common Stock
Beneficially Owned Beneficially Owned
PRIOR TO OFFERING AFTER OFFERING
Common Stock
HOLDER NUMBER PERCENT TO BE SOLD NUMBER PERCENT
------ ------ ------- ---------- ------ -------
GL Partners, L.P. 415,314 2.82 % 415,314 -0- -0-
Andrew Everett 115,588 * 115,588 -0- -0-
Larry DiStefano 264,783 1.80% 264,783 -0- -0-
Dominic DiStefano 19,532 * 19,532 -0- -0-
Stephen DiStefano 19,532 * 19,532 -0- -0-
Cesare Cagnin 9,766 * 9,766 -0- -0-
--------- ---------
844,515 844,515
- --------------------------
* less than 1%
PLAN OF DISTRIBUTION
The Company is registering the shares on behalf of the Selling Stockholders. As
used herein, "Selling Stockholders" includes donees and pledgees selling shares
received from a Selling Stockholder after the date of this Prospectus. All or a
portion of the shares of Common Stock offered hereby by the Selling Stockholders
may be delivered and/or sold in transactions from time to time on the
over-the-counter market at prices prevailing at the time, at prices related to
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such prevailing prices or at negotiated prices and/or may also be used to cover
any short positions previously established. The Selling Stockholders may effect
such transactions by selling to or through one or more broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders. The Selling
Stockholders and any broker-dealers that participate in the distribution may
under certain circumstances be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by such broker-dealers and any
profits realized on the resale of shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may agree to indemnify such broker-dealers against certain
liabilities, including liabilities under the Securities Act. In addition, the
Company has agreed to indemnify the Selling Stockholders with respect to the
shares offered hereby against certain liabilities, including, without
limitation, certain liabilities under the Securities Act, and each Selling
Stockholder, severally and not jointly, has agreed to indemnify the Company
against certain liabilities, including, without limitation, certain liabilities
under the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders (and, if they act as agent for the
purchaser of such shares, from such purchaser). Broker-dealers may agree with
the Selling Stockholders to sell a specified number of shares at a stipulated
price per share, and, to the extent such a broker-dealer is unable to do so
acting as agent for the Selling Stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Stockholders. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale of shares may not simultaneously
engage in market making activities with respect to the Common Stock of the
Company for a period of two business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act, and
the rules and regulations thereunder, including, without limitation, Regulation
M, which provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholders.
Each Selling Stockholder will pay all commissions, transfer taxes, and other
expenses associated with the sale of securities by such Selling Stockholder. The
shares offered hereby are being registered pursuant to contractual obligations
of the Company, and the Company has paid the expenses of the preparation of this
Prospectus. The Company has not made any underwriting arrangements with respect
to the sale of the shares offered hereby.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the Company by
Lippes, Silverstein, Mathias & Wexler LLP, Buffalo, New York, counsel to the
Company in connection with the offering.
EXPERTS
The consolidated financial statements of Columbus McKinnon Corporation appearing
in our Annual Report on Form 10-K at March 31, 1999 and 1998 and for each of the
three years ended March 31, 1999 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon and incorporated by
reference herein which, as to the year ended March 31, 1998, is based in part on
the report of Deloitte & Touche LLP, independent auditors. The consolidated
financial statements referred to above are incorporated by reference in reliance
upon such reports, given on their authority of such firms as experts in
accounting and auditing.
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