COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228-1197
----------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 16, 1999
----------------------------------------------------
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 16, 1999, at 10:00 a.m., local time, for the following purposes:
1. To elect seven Directors to hold office until the 2000 Annual Meeting
and until their successors have been elected and qualified;
2. To consider and take action upon the proposed Amendment and Restatement
of the Columbus McKinnon Corporation 1995 Incentive Stock Option Plan; and
3. 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 June 25, 1999,
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the Annual
Meeting. Whether or not you plan to attend, please sign and date the enclosed
WHITE proxy and mail it promptly in the enclosed postage-paid envelope. If you
attend the Annual Meeting, you may vote your shares in person if you wish. We
sincerely appreciate your prompt cooperation..
LOIS H. DEMLER
Corporate Secretary
Dated: July __, 1999
I M P O R T A N T
We urge you to reject the solicitation by a group of dissidents calling
themselves the Columbus McKinnon Shareholders Committee. Do not sign or return
any [COLOR] proxy sent to you by this group.
To support your Board of Directors, please sign, date and promptly mail
your WHITE proxy card in the enclosed envelope. If you have any questions or
need assistance, please call D. F. King & Co., Inc., which is assisting us,
toll-free at 1-800-697-6974.
<PAGE>
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 16, 1999, at 10:00 a.m., local time, and at any adjournment or
adjournments thereof. The close of business on June 25, 1999 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 June 25, 1999, the
Company had outstanding __________ 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 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 and FOR the approval of the adoption of the Amendment and Restatement
of the Columbus McKinnon Corporation 1995 Incentive Stock Option Plan.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting will
constitute a quorum. 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. A majority of
the votes cast is required to approve the adoption of the Amendment and
Restatement of the Columbus McKinnon Corporation 1995 Incentive Stock Option
Plan (the "Plan Restatement"). Under the law of the State of New York, the
Company's state of incorporation, only "votes cast" by the shareholders entitled
to vote are determinative of the outcome of the matter subject to shareholder
vote. Abstentions, broker non-votes and withheld votes will not be considered
"votes cast."
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.
This Proxy Statement and form of proxy is first being sent or given to
shareholders on _______________, 1999.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
BACKGROUND
On May 6, 1999, a group of New York City-based stock traders and
speculators consisting of Jeffrey E. Schwarz, Robert F. Lietzow, Curtis
Schenker, Karen Finerman and Craig Effron, and certain entities controlled by
the foregoing, and calling themselves the "Columbus McKinnon Stockholders
Committee" (the "Dissidents") filed a Schedule 13D with the Commission,
disclosing that they had formed a group and were planning to propose an
alternate slate of directors at the annual meeting of the Company, which
directors, if elected, would be committed to undertaking a "value maximization
strategy". Put simply, this group is committed to an immediate sale of the
Company.
On May 25, 1999, the Company filed suit against the Dissidents, alleging
that the Dissidents should have filed with the Commission as a group long ago,
that there were other persons acting in concert with the Dissidents and that the
Dissidents were violating the proxy rules.
To date, the Dissidents have not announced their slate of directors.
NOW IS NOT THE TIME TO SELL YOUR COMPANY
There are a number of reasons why your Company's board of directors
believes that today is not the appropriate time to sell your Company, and that
greater shareholder value will be obtained by pursuing management's strategic
plan.
COLUMBUS MCKINNON IS OPERATING WELL AND GROWING. Even the Dissidents
concede this. Your current managers are experienced business operators and
integrators with a wealth of industry experience. They know and understand the
markets in which they compete and they know how to create value by integrating
operations. Management has devised and is in the process of implementing key
strategies that focus on value creation through integration of new acquisitions.
These strategies include significantly reducing operating costs by various
means, including (i) implementing a common business system across all
operations, thereby reducing administrative costs and increasing administrative
efficiency, (ii) establishing commodity oriented purchasing practices, reducing
purchase prices and purchasing costs, and (iii) streamlining manufacturing
functions, removing bottlenecks, cutting cycle times, etc. In addition, hoists,
the dominant products produced by Columbus McKinnon with well-known brand names,
are the product of choice in domestic markets nine out of ten times by users
needing to lift heavy loads. Market power, along with efficient and integrated
operations, has provided Columbus McKinnon with the following value enhancing
results:
5-YEAR CAGR
-----------
Sales 39%
Operating income 47%
Net income 31%
EBITDA 49%
Net cash flow from operating 59%
activities
<PAGE>
COLUMBUS MCKINNON IS CONTINUING TO ABSORB A NUMBER OF RECENT ACQUISITIONS,
THE POSITIVE BENEFITS OF WHICH ARE ONLY BEGINNING TO BE FELT. In the past
eighteen months alone, the Company has acquired or merged with seven significant
businesses: Univeyor A/S, LICO, Inc., Abell-Howe Crane, Inc., Raccords Gautier,
Tigrip/Camlok, GL International and Washington Equipment Company. These, and
other strategically driven acquisitions, have made your Company the leading
developer, manufacturer and distributor of hoists and other related material
handling products, and have increased its global presence so that international
sales now account for 30% of the Company's business (up from 21% in fiscal
1998). Shareholders should know the integration of these acquisitions is still
ongoing, and your Company expects to continue to maximize utilization of these
assets to further add to shareholder value. We also expect that substantial
synergies are yet to be realized. Commodity purchase contracts continue to be
negotiated with strategic suppliers. Management expects that over the next
several years, the savings from executing these contracts will double the
benefits already recognized.
Another recent strategy for Columbus McKinnon is the formation of a
network of integrated crane builders known as CraneMart(TM). Crane builders
account for approximately 25% of Columbus McKinnon's sales and are key users of
Columbus McKinnon's hoists and parts. This strategy solidifies your Company's
already excellent relationship with independent crane builders and establishes a
foundation for future growth with several newly acquired crane builders. Similar
to other strategies, the integration of these crane builders to form
CraneMart(TM) is synergistic from a revenue enhancement and cost reduction
standpoint. Moreover, the Company plans to continue to grow with selected
strategic acquisitions, strengthening its existing business by enhancing
productivity and reducing costs, introducing new products and services, and
increasing penetration in international markets. Finally, assets which no longer
meet management's criteria for return on equity will be divested.
COLUMBUS MCKINNON HAS INSTITUTED A NUMBER OF COST REDUCTION INITIATIVES
THAT HAVE YET TO TAKE FULL EFFECT. Integration of the various acquisitions into
the Columbus McKinnon family has met or exceeded expectations. Even the
Dissidents themselves admit that Management has been successful. The fact is,
however, that integration is a never-ending process of creating value by
combining businesses. Only experienced business managers who operate on a daily
basis truly recognize this fact and are equipped to make it happen and create
value. And there are many cost reduction initiatives yet to be realized. For
example, one such initiative that has recently begun is value engineering. The
standardization of hoist components across all brand names in the Columbus
McKinnon hoist family has and will continue to yield significant improvement for
Columbus McKinnon. The results of this effort and others will provide
significant savings over the long term and increased value for all Columbus
McKinnon shareholders.
ELECTION OF THE DISSIDENTS WOULD IN NO WAY
ENSURE A SUPERIOR RETURN.
Should the Dissidents slate be elected, it is unlikely that they would be
able to sell the Company at a price that reflects the inherent long-term value
of the Company. Shareholders should be aware that election of the Dissidents'
slate would be extraordinarily disruptive. Key management and valued employees
might well leave or be forced to leave. Customers with long term contracts (over
25% of our business) might hesitate to enter into new contracts, given the
uncertainty as to the future management of the Company. "Change in control"
provisions in employment agreements and employee benefits plan may be triggered.
None of the Dissidents has any experience in running companies, except perhaps
for Mr. Schenker. As noted in the letter accompanying this Proxy Statement, Mr.
Schenker went on the Board of Hills Stores, Inc. in 1995, following a similar
proxy fight, when Hills was trading at $24. Two years later, Hills was sold, at
$1.50 per share.
<PAGE>
For all the above reasons, the Board of Directors of the Company urges
that you reelect your incumbent board of directors - a Board with the experience
and dedication to maximize shareholder value.
THE COMPANY'S SLATE 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 number of
Directors comprising the Board of Directors was increased from six to seven
members in August 1998 and from seven to eight members in March 1999.
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
Timothy T. Tevens, Robert L. Montgomery, Jr., Herbert P. Ladds, Jr., Randolph A.
Marks, L. David Black, Carlos Pascual and Richard H. Fleming, each of whom is
presently a Director. Except for Messrs. Pascual and Fleming, each of these
nominees has been previously elected by the Company's shareholders. When the
Board of Directors was expanded to seven members in August 1998, Mr. Pascual was
appointed by the other Directors to fill the additional directorship. Similarly,
Mr. Fleming was appointed by the other Directors in March 1999 to fill the
vacancy created when the Board of Directors was expanded to eight members. 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.
Mr. Edward W. Duffy, a Director since 1986 and the Chairman of the Board
of Directors from 1986 until his resignation in January 1998, has announced that
he plans to retire as a Director effective as of the date of the Annual Meeting.
Accordingly, Mr. Duffy has not been nominated for re-election as a Director and,
effective as of the Annual Meeting, the Board of Directors will be reduced to
seven members.
The following information is provided concerning the nominees for
Director:
Timothy T. Tevens was elected President and a Director of the Company in
January 1998 and assumed the duties of Chief Executive Officer in July 1998.
From May 1991 to January 1998 he served as Vice President--Information Services
of the Company and was elected Chief Operating Officer in October 1996. From
1980 to 1991, Mr. Tevens was employed by Ernst & Young LLP in various management
consulting capacities.
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 PricewaterhouseCoopers LLP.
Herbert P. Ladds, Jr. has been a Director of the Company since 1973 and
was elected Chairman of the Board of Directors of the Company in January 1998.
He served as Chief Executive Officer of the Company from 1986 until his
retirement in July 1998. He was President of the Company from 1982 until January
1998 and 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 of
Utica Mutual Insurance Company, Eastman Worldwide and R.P. Adams Company, Inc.
<PAGE>
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 also 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.
Carlos Pascual has been a Director of the Company since 1998. Since
January 1999, Mr. Pascual has been an Executive Vice President and Deputy
Executive Officer of Xerox Corporation within its Industry Solutions Operations.
From August 1995 to January 1999, he served as President of Xerox Corporation's
United States Customer Operations, and from July 1997 to January 1999 he also
served as a Senior Vice President of Xerox Corporation. Prior thereto, since
1968 he has served in various capacities with Xerox Corporation.
Richard H. Fleming was appointed a Director of the Company in March 1999.
In February 1999, Mr. Fleming was appointed Executive Vice President and Chief
Financial Officer of USG Corporation. Prior thereto, Mr. Fleming has served USG
Corporation in various executive financial capacities since 1989, including
Senior Vice President and Chief Financial Officer from January 1995 to February
1999 and Vice President and Chief Financial Officer from January 1994 to January
1995.
THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE "FOR" EACH OF THE NOMINEES
FOR DIRECTOR.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the year ended March 31, 1999, 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, Black and Pascual, all non-employee independent directors. 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 also reviews the scope and resulting reports of the Company's
internal audits. The Audit Committee held three meetings in fiscal 1999.
COMPENSATION COMMITTEE
The Compensation Committee consists of Messrs. Duffy, Marks, Black and
Pascual, all non-employee independent directors. The Compensation Committee held
four meetings in fiscal 1999. The Compensation Committee makes recommendations
concerning the salaries for officers of the Company 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, the functions of which are handled by the entire Board.
<PAGE>
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
Herbert P. Ladds, Jr. 66 Chairman of the Board
Timothy T. Tevens 43 President, Chief Executive Officer and Director
Robert L. Montgomery, Jr. 61 Executive Vice President, Chief Financial
Officer and Director
Ned T. Librock 46 Vice President-Sales and Marketing
Karen L. Howard 37 Vice President-Controller
Ernst K. H. Marburg 64 Vice President-Total Quality and Standards
Lois H. Demler 61 Corporate Secretary
Edward W. Duffy 73 Director
Randolph A. Marks 63 Director
L. David Black 62 Director
Carlos Pascual 53 Director
Richard H. Fleming 51 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:
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.
Karen L. Howard was elected Vice President-Controller in January 1997.
From June 1995 to January 1997, Ms. Howard was employed by the Company in
various financial and accounting capacities. Prior to June 1995, Ms. Howard was
employed by Ernst & Young LLP as a certified public accountant.
Ernst K. H. Marburg has been employed by the Company since May 1980. Prior
to his election as Vice President-Total Quality and Standards in October 1996,
Mr. Marburg served the Company as Manager of Product Standards and Services for
nearly fifteen years.
Lois H. Demler has been employed by the Company since 1963. She has been
the Corporate Secretary of the Company since 1987.
<PAGE>
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, 1997, 1998 and 1999 for the chief
executive officer and the other most highly compensated executive officers of
the Company. The amounts shown include compensation for services in all
compensation capacities.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS
SECURITIES
RESTRICTED UNDERLYING
FISCAL OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS(3) SARS(4) COMPENSATION(5)
<S> <C> <C> <C> <C> <C> <C> <C>
Herbert P. Ladds, Jr., .............. 1999 $155,192 $ 72,193 $ -- $ -- $ -- $ 12,263
Chief Executive ................... 1998 435,000 128,213 -- -- -- 20,729
Officer(1) ........................ 1997 354,893 4,900 -- -- -- 14,474
Timothy T. Tevens, .................. 1999 410,385 36,511 -- -- -- 9,834
President and Chief ............... 1998 220,000 75,000 -- -- -- 31,952
Executive Officer ................. 1997 162,411 1,845 217,044(2) -- 50,000 11,477
Robert L. Montgomery, Jr., .......... 1999 339,115 52,609 -- -- -- 12,703
Executive Vice President .......... 1998 317,000 97,575 -- -- -- 19,597
And Chief Financial Officer ....... 1997 274,431 3,798 -- -- -- 13,821
Ned T. Librock, ..................... 1999 191,570 35,463 -- -- -- 14,938
Vice President - .................. 1998 186,655 65,625 -- -- -- 18,984
Sales and Marketing ............... 1997 170,623 1,381 -- -- 50,000 13,712
Ivan E. Shawvan, Jr., ............... 1999 143,130 24,522 -- -- 1,000 13,848
Vice President - .................. 1998 137,448 41,250 -- -- -- 17,330
Human Resources(6) ................ 1997 95,187 1,139 -- -- 17,500 9,030
Karen L. Howard, .................... 1999 141,661 22,975 -- 8,500 -- 13,154
Vice President - Controller ....... 1998 127,380 41,250 -- -- -- 14,559
1997 88,556 414 -- -- 50,000 5,785
Ernst K. H. Marburg, ................ 1999 129,893 19,806 -- -- 1,000 12,201
Vice President - Total ............ 1998 105,456 25,000 -- -- -- 15,273
Quality and Standards ............ 1997 94,278 1,142 -- -- -- 9,966
- --------------------------------------
(1) Mr. Ladds retired as Chief Executive Officer of the Company in July 1998 and was succeeded in such capacity by Mr.
Tevens.
(2) Represents tax reimbursement payments made by the Company to Mr. Tevens in fiscal 1997 to offset the income tax effects
of the expiration of the restrictions on 17,000 shares of restricted Common Stock granted to him in 1991. See footnote
(3) below.
<PAGE>
(3) Mr. Librock was granted 11,900 shares of restricted Common Stock on July 22, 1996, which had a value on such date of
$166,600, and 5,100 shares of restricted Common Stock on August 1, 1994, which had a value on such date of $48,996. As
of March 31, 1999, the number of restricted shares of Common Stock held by Mr. Librock was 17,000, and the value of such
restricted shares was $342,125. Mr. Tevens was granted 17,000 shares of restricted Common Stock on May 1, 1991, which
had a value on such date of $135,650. The restrictions on Mr. Tevens' restricted shares of Common Stock lapsed on April
30, 1996, on which date such shares had a value of $269,875. Mr. Shawvan was granted 8,500 shares of restricted Common
Stock on August 1, 1994, which had a value on such date of $81,660. As of March 31, 1999, the number of restricted
shares of Common Stock held by Mr. Shawvan was 8,500, and the value of such restricted shares of Common Stock was
$171,063. Ms. Howard was granted 8,500 shares of restricted Common Stock on June 1, 1995, which had a value on such date
of $107,875, and 8,500 shares of restricted Common Stock on August 17, 1998, which had a value on such date of $196,563.
As of March 31, 1999, the number of restricted shares of Common Stock held by Ms. Howard was 17,000, and the value of
such restricted shares was $342,125. Mr. Marburg was granted 8,500 shares of restricted Common Stock on August 1, 1994,
which had a value on such date of $81,660. As of March 31, 1999, the number of restricted shares of Common Stock held by
Mr. Marburg was 8,500, and the value of such restricted shares was $171,063. None of the other officers listed in the
above table hold any restricted shares of Common Stock. The Company does not pay dividends on its outstanding shares of
restricted Common Stock, but makes payments of additional compensation in lieu of such dividends. See footnote (5)
below.
(4) Represents options granted to Messrs. Librock, Tevens and Shawvan, Ms. Howard and Mr. Marburg pursuant to the Company's
Incentive Stock Option Plan (the "Incentive Plan").
(5) Comprised of: (i) the value of shares of Common Stock allocated in fiscal 1999 under the Company's Employee Stock
Ownership Plan (the "ESOP") to accounts for Messrs. Ladds, Tevens, Montgomery, Librock and Shawvan, Ms. Howard and Mr.
Marburg in the amounts of $11,210, $6,661, $10,425, $6,682, $7,185, $5,534 and $6,500, respectively, (ii) premiums for
group term life insurance policies insuring the lives of Messrs. Ladds, Tevens, Montgomery, Librock and Shawvan, Ms.
Howard and Mr. Marburg in the amount of $68, $204, $204, $204, $204, $204 and $204, respectively, (iii) compensation in
lieu of dividends on restricted shares of Common Stock paid to Messrs. Librock and Shawvan, Ms. Howard and Mr. Marburg
in the amounts of $4,760, $2,380, $3,570 and $2,380, respectively and (iv) the Company's matching contributions under
its 401(k) plan for Messrs. Ladds, Tevens, Montgomery, Librock, and Shawvan, Ms. Howard and Mr. Marburg in the amounts
of $985, $2,969, $2,074, $3,292, $4,079, $3,846 and $3,117, respectively.
(6) On June 1, 1998, Mr. Shawvan was reassigned to a non-executive officer position within the Company.
</TABLE>
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options to the named executives in fiscal 1999. The exercise price of all such
options is equal to the market value of Common Stock on the date of the grant.
<TABLE>
<CAPTION>
PERCENTAGE OF POTENTIAL REALIZABLE
TOTAL OPTIONS VALUE AT ASSUMED ANNUAL
GRANTED TO EXERCISE RATES OF STOCK PRICE
OPTION EMPLOYEES IN PRICE PER EXPIRATION APPRECIATION
NAME AND PRINCIPAL POSITION GRANTS(1) FISCAL YEAR SHARE DATE FOR OPTION TERM
--------------------------- --------- ----------- ----- ---- -----------------------
5%(2) 10%(3)
----- ------
<S> <C> <C> <C> <C> <C> <C>
Herbert P. Ladds, Jr., --- --- --- --- $--- $---
Chief Executive Officer
Timothy T. Tevens, --- --- --- --- --- ---
President and Chief
Executive Officer
Robert L. Montgomery, Jr., --- --- --- --- --- ---
Executive Vice President
And Chief Financial Officer
Ned T. Librock, --- --- --- --- --- ---
Vice President -
Sales and Marketing
Ivan E. Shawvan, Jr., 1,000 3.23% 29.00 06/01/08 18,240 46,220
Vice President -
Human Resources
Karen L. Howard, --- --- --- --- --- ---
Vice President - Controller
Ernst K. H. Marburg, 1,000 3.23% 29.00 06/01/08 18,240 46,220
Vice President - Total
Quality and Standards
- ---------------------------------
(1)Options granted pursuant to the Incentive Plan become exercisable in cumulative annual increments of 25%
beginning one year from the date of grant; however, in the event of certain extraordinary transactions,
including a change of control of the Company, the vesting of such options would automatically accelerate.
(2)Represents the potential appreciation of the options, determined by assuming an annual compounded rate of
appreciation of 5% per year over the ten-year term of the grants, as prescribed by the rules. The amount set
forth above is not intended to forecast future appreciation, if any, of the stock price. There can be no
assurance that the appreciation reflected in this table will be achieved.
(3)Represents the potential appreciation of the options, determined by assuming an annual compounded rate of
appreciation of 10% per year over the ten-year term of the grant, as prescribed by the rules. The amounts set
forth above are not intended to forecast future appreciation, if any, of the stock price. There can be no
assurance that the appreciation reflected in this table will be achieved.
<PAGE>
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the named
executives concerning the exercise of options during fiscal 1999 and unexercised
options held at the end of fiscal 1999.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED IN THE
UNEXERCISED OPTIONS MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END(1)
----------------------------- -----------------------------
SHARES
ACQUIRED VALUE
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Herbert P. Ladds, Jr.,
Chief Executive
Officer $--- $--- --- --- $ --- $ ---
Timothy T. Tevens,
President and Chief
Operating Officer --- --- 25,000 25,000 115,625 115,625
Robert L. Montgomery, Jr.,
Executive Vice
President and Chief
Financial Officer --- --- --- --- --- ---
Ned T. Librock,
Vice President -
Sales and Marketing --- --- 25,000 25,000 115,625 115,625
Ivan E. Shawvan, Jr.,
Vice President -
Human Resources --- --- 17,500 1,000 80,938 ---
Karen L. Howard,
Vice President -
Controller --- --- 25,000 25,000 115,625 115,625
Ernst K. H. Marburg,
Vice President - Total
Quality and Standards --- --- --- 1,000 ---
---
- --------------------------------
(1) Represent the difference between $20.125, the closing market value of Common Stock as of March 31,
1999, and the exercise prices of such options.
</TABLE>
<PAGE>
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 1998, 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 certain institutional loans (the
"ESOP Loans") were used to fund such purchases. The ESOP Loans are secured by
the ESOP Shares, and are guaranteed by the Company. The ESOP acquired 479,900
shares of Common Stock in October 1998 for the aggregate sum of approximately
$7.7 million. The proceeds of a loan from the Company were used to fund the
purchase.
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 1999, the
Company's cash contribution was $1,216,246. 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 ("ESOP Shares") is recorded
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, ESOP
Shares 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 represent a registration-type class of securities and
are voted by the participants in the same manner as any other share of Common
Stock.
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 plus cash
in lieu of any fractional shares.
Robert L. Montgomery, Jr., Karen L. Howard, Neal E. Wixson and Timothy R.
Harvey serve as Trustees of the ESOP. As of March 31, 1999, the ESOP owned
approximately 1,595,063 shares of Common Stock. Common Stock allocated pursuant
to the ESOP to Messrs. Ladds, Tevens, Montgomery, Librock and Shawvan, Ms.
Howard and Mr. Marburg as of March 31, 1999 is 15,057 shares, 3,544 shares,
13,068 shares, 3,622 shares, 4,898 shares 790 shares and 5,963 shares,
respectively.
PENSION PLAN. The Company has a non-contributory, defined benefit pension
plan (the "Pension Plan") which provides certain of its employees with
retirement benefits. For each year of Plan Participation (as defined in the
"Pension Plan") limited to 35 years, a participant earns an annual pension
benefit equal to 1.00% of his Final Average Earnings (as defined in the Pension
Plan) plus .50% of that part, if any, of such compensation in excess of his
Covered Compensation (as defined in the Pension Plan). Pension benefits are not
subject to reduction for social security or other offset amounts. If Messrs.
Tevens, Montgomery, Librock and Shawvan, Ms. Howard and Mr. Marburg continue at
their current levels of compensation and retire at age 65, the total estimated
annual pension benefits under the Pension Plan for them would be approximately
$61,395, $41,501 $55,491, $61,846 $64,143 and $21,404, respectively. Mr. Ladds,
who retired from the Company in July 1998, receives annual benefits under the
Pension Plan of approximately $31,678.
<PAGE>
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
reserved, subject to certain adjustments, an aggregate of 1,250,000 shares of
Common 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. In the event of
certain extraordinary transactions, including a change of control of the
Company, the vesting of such options would automatically accelerate. In fiscal
1999 the Company granted options to purchase 31,000 shares of Common Stock 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 not less than $.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. The restrictions on any such stock awards automatically
lapse in the event of certain extraordinary transactions, including a change of
control of the Company. In fiscal 1999, the Company awarded 12,000 shares of
Common Stock under the Restricted Stock Plan.
EVA(R) INCENTIVE PLan. In fiscal 1998, the Company adopted The Columbus
McKinnon Corporation EVA(R) Incentive Compensation Plan (the "EVA(R) Plan")
which is based upon Stern Stewart Economic Value Added ("EVA(R)") concepts.
Under the EVA(R) Plan, for each fiscal year, each employee of the Company is
assigned a target bonus by management ranging from 3% to 30% of base
compensation, depending upon job classification. The actual bonus to be paid to
an employee will be equal to his target bonus times a bonus multiple, which can
be greater or less than 100%, based upon the relationship between actual EVA(R)
results and targeted EVA(R) results. Payments under the EVA(R) Plan will be made
within two and one half months of the completion of the applicable fiscal year.
In fiscal 1999, bonuses paid under this plan to Messrs. Ladds, Tevens,
Montgomery, Librock and Shawvan, Ms. Howard and Mr. Marburg were $72,193
$36,511, $52,609, $35,463, $24,522 $22,975 and $19,806, respectively.
<PAGE>
401(K) PLAN. The Company maintains a 401(k) retirement savings plan (the
"401(k) Plan") which covers all non-union salaried and hourly employees in the
United States who have completed at least 90 days of service. Employees may
contribute up to 15% of their annual compensation (8% for highly compensated
employees), subject to an annual limitation as adjusted by the Code. Employee
contributions are matched by the Company in amount equal to 50% of the
employee's Salary Reduction Contributions (as defined in the 401(k) Plan). The
Company's matching contributions are limited to 3% of the employee's base pay
and vest at the rate of 20% per year.
CHANGE IN CONTROL AGREEMENTS
The Company has entered into change in control agreements (the "Change in
Control Agreements") with Messrs. Ladds, Tevens, Montgomery, Librock and
Shawvan, Ms. Howard and certain other officers and employees of the Company. Mr.
Ladds' Change in Control Agreement expired upon his retirement in July 1998, and
Mr. Shawvan's Change in Control Agreement was terminated upon his reassignment
in June 1998. The Change in Control Agreements provide for an initial term of
one year, which, absent delivery of notice of termination, is automatically
renewed annually for an additional one year term. Generally, each officer or
employee is entitled to receive, upon termination of employment within
thirty-six months of a "Change in Control" (unless such termination is because
of death or disability, by the Company for "Cause" (as defined in the Change in
Control Agreements), or by an officer or employee other than for "Good Reason"
(as defined in the Change in Control Agreements)), (i) a lump sum severance
payment equal to three times the sum of (A) his or her annual salary and (B) the
greater of (1) the annual target bonus under the EVA(R) Plan in effect on the
date of termination and (2) the annual target bonus under the EVA(R) Plan in
effect immediately prior to the Change in Control, (ii) continued coverage for
thirty-six months under the Company's medical and life insurance plans, (iii) at
the option of the executive or employee, either three additional years of deemed
participation in the Company's tax-qualified retirement plans or a lump sum
payment equal to the actuarial equivalent of the pension payment which he or she
would have accrued under the Company's tax-qualified retirement plans had he or
she continued to be employed by the Company for three additional years and (iv)
certain other specified payments. Aggregate "payments in the nature of
compensation" (within the meaning of Section 280(G) of the Internal Revenue
Code) payable to any executive or employee under the Change in Control
Agreements is limited to the amount that is fully deductible by the Company
under Section 280(G) of the Internal Revenue Code less one Dollar. The events
that trigger a Change in Control under the Change in Control Agreements include
(i) the acquisition of 20% or more of the Company's outstanding Common Stock by
certain persons, (ii) certain changes in the membership of the Company's Board
of Directors, (iii) certain mergers or consolidations, (iv) certain sales or
transfers of substantially all of the Company's assets and (v) the approval of
the shareholders of the Company of a plan of dissolution or liquidation.
Election of the slate proposed by the Dissenters would constitute a Change in
Control.
<PAGE>
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:
o 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
o ensuring that the Company is competitive and can attract and retain
qualified and experienced executive officers and other key personnel;
and
o 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 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; all
data has been regressed to revenues equivalent to the Company's. 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 targeted
toward the median of the 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.
<PAGE>
Each executive officer's corporate position is assigned a title
classification 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
title classification. 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 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 an important factor.
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 1998
financial and operating results as well as strategic achievements such as
acquisitions. Both the salary increase and bonus payout cited below were based
on performance.
Upon his appointment as Chief Executive Officer, the Compensation Committee
increased Mr. Tevens' base salary to approximately $410,000, representing an
increase of approximately 17.2%. This salary adjustment was made in January
1998. An additional salary adjustment was approved by the Compensation Committee
which increased Mr. Tevens' base salary to approximately $450,000, effective
April 1999.
In fiscal 1999, Mr. Tevens received a bonus of $36,511 based upon fiscal
1998 results.
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 the Company's
executive officers in fiscal 1999, 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.
<PAGE>
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.
[ILLUSTRATION OF PERFORMACE GRAPH]
<TABLE>
<CAPTION>
2/23/96 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Columbus Mckinnon Corporation ............... 100 107 121 190 141
S&P Midcap 400 Index ........................ 100 105 116 173 166
Dow Jones Industrial - Diversified Index .... 100 107 125 182 180
</TABLE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Edward W. Duffy, Randolph A.
Marks, L. David Black and Carlos Pascual, each an outside director of the
Company. None of the members of the Compensation Committee was, during fiscal
1999 or prior thereto, an officer or employee of the Company or any of its
subsidiaries. In fiscal 1999, 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 $20,000 to its Chairman of the Board
and an annual retainer of $15,000 to each of its other outside directors.
Directors who are employees of the Company do not receive an annual retainer.
The Chairman of the Audit Committee and Compensation Committee each receive an
additional annual retainer of $2,500. 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. In fiscal 1999, the Company also awarded 500 shares of restricted
Common Stock to each of Messrs. Pascual and Fleming under the Restricted Stock
Plan to recognize their election to the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING 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 March 31, 1999 all Section
16(a) filing requirements applicable to its officers, Directors and greater than
10% beneficial owners were complied with, except that due to oversight Mr. Marks
filed one report late covering one transaction.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of May 31, 1999
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.
<PAGE>
<TABLE>
<CAPTION>
NUMBER PERCENTAGE
OF SHARES(1) OF CLASS
DIRECTORS, OFFICERS AND 5% SHAREHOLDERS
<S> <C> <C>
Herbert P. Ladds, Jr.(2)(3)..................................................... 1,055,610 7.15
Timothy T. Tevens(2)(4)......................................................... 47,104 *
Robert L. Montgomery, Jr.(2)(5)................................................. 1,148,396 7.78
Edward W. Duffy(2).............................................................. 284,239 1.93
Randolph A. Marks(2)............................................................ 238,840 1.62
L. David Black(2)............................................................... 1,700 *
Carlos Pascual (2).............................................................. 1,500 *
Richard H. Fleming (2).......................................................... 500 *
Ned T. Librock(2)(6)............................................................ 46,777 *
Ivan E. Shawvan, Jr.(2)(7)...................................................... 31,398 *
Karen L. Howard (2)(8).......................................................... 43,606 *
Ernst K. H. Marburg (2)(9)...................................................... 14,463 *
Columbus McKinnon Corporation Employee Stock Ownership Plan (2)................. 1,595,063 10.81
All Directors and Executive Officers as a Group (13 persons)(10)................ 2,928,259 19.84
Harris Associates L.P.(11)...................................................... 992,500 6.73
Gilchrist B. Berg(12)........................................................... 939,992 6.37
Columbus McKinnon Shareholders Committee (13)................................... 1,245,545 8.44
- --------
* Less than 1%.
(1) 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.
(2) The address of each of the executive officers and directors and the Columbus McKinnon Employee Stock
Ownership Plan is c/o Columbus McKinnon Corporation, 140 John James Audubon Parkway, Amherst, New
York 14228-1197.
(3) Includes (i) 859,408 shares of Common Stock owned directly, (ii) 163,705 shares of Common Stock
owned directly by Mr. Ladds' spouse, (iii) 17,440 shares of Common Stock held by Mr. Ladds' spouse
as trustee for the grandchildren of Mr. Ladds and (iv) 15,057 shares of Common Stock allocated to
Mr. Ladds' ESOP account.
(4) Includes (i) 11,509 shares of Common Stock directly, (ii) 7,000 shares of Common Stock owned
directly by Mr. Tevens' spouse, (iii) 50 shares of Common Stock owned by Mr. Tevens' son, (iv) 3,526
shares of Common Stock allocated to Mr. Tevens' ESOP account and (v) 25,000 shares of Common Stock
issuable under currently exercisable options granted to Mr. Tevens under the Incentive Plan.
Excludes 25,000 shares of Common Stock issuable under options granted to Mr. Tevens under the
Incentive Plan which are not exercisable within 60 days.
(5) 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) 13,068 shares of Common Stock allocated to Mr.
Montgomery's ESOP account. Excludes 1,581,995 additional shares of Common Stock owned by the ESOP
for which Mr. Montgomery serves as one of four trustees and for which he disclaims any beneficial
ownership.
(6) Includes (i) 18,004 shares of Common Stock owned directly, (ii) 152 shares of Common Stock owned by
Mr. Librock's son, (iii) 3,622 shares of Common Stock allocated to Mr. Librock's ESOP account and
(iv) 25,000 shares of Common Stock issuable under currently exercisable options granted to Mr.
Librock under the Incentive Plan. Excludes 25,000 shares of Common Stock issuable under options
granted to Mr. Librock under the Incentive Plan which are not exercisable within 60 days.
(7) Includes (i) 9,000 shares of Common Stock owned directly, (ii) 4,898 shares of Common Stock
allocated to Mr. Shawvan's ESOP account and (iii) 17,500 shares of Common Stock issuable under
currently exercisable options granted to Mr. Shawvan under the Incentive Plan. Excludes 1,000 shares
of Common Stock issuable under options granted to Mr. Shawvan under the Incentive Plan which are not
exercisable within 60 days.
(8) Includes (i) 17,815 shares of Common Stock owned directly, (ii) 790 shares allocated to Ms. Howard's
ESOP account, and (iii) 25,000 shares of Common Stock issuable under currently exercisable options
granted to Ms. Howard under the Incentive Plan. Excludes (i) 1,594,273 additional shares of Common
Stock owned by the ESOP for which Ms. Howard serves as one of four trustees and for which she
disclaims any beneficial ownership and (ii) 25,000 shares of Common Stock issuable under options
granted to Ms. Howard under the Incentive Plan which are not exercisable within 60 days.
<PAGE>
(9) Includes (i) 8,500 shares of Common Stock owned directly and (ii) 5,963 shares of Common Stock
allocated to Mr. Marburg's ESOP account. Excludes 1,000 shares of Common Stock issuable under
options granted to Mr. Marburg under the Incentive Plan which are not exercisable within 60 days.
(10) Includes (i) options to purchase an aggregate of 92,500 shares of Common Stock issuable to certain
executive officers under the Incentive Plan, all of which are exercisable within 60 days. Excludes
the shares of Common Stock owned by the ESOP as to which Mr. Montgomery and Ms. Howard serve as
trustees, except for an aggregate of 52,169 shares allocated to the respective ESOP accounts of the
executive officers of the Company and (ii) options to purchase an aggregate of 75,000 shares of
Common Stock issued to certain executive officers under the Incentive Plan, none of which are
exercisable within 60 days. Also includes shares of Common Stock beneficially owned by Mr. Ladds who
retired in July 1998 and Mr. Shawvan who was reassigned to a non-executive officer position with the
Company in June 1998.
(11) Based on information set forth in Schedule 13G filed with the Commission by Harris Associates L.P.
on January 18, 1999. The stated business address for Harris Associates L.P. is Two North LaSalle
Street, Suite 500, Chicago, Illinois 60602-3790.
(12) Based on information set forth in Schedule 13D filed with the Commission by Gilchrist B. Berg on
April 9, 1999. The stated business address for Mr. Berg is 225 Water Street, Suite 1987,
Jacksonville, Florida 32202
(13) Based on information set forth in Schedule 13D filed with the Commission on May 6, 1999. According
to said Schedule 13D, such committee 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. The stated business
address for such committee is 660 Madison Avenue, New York, New York 10021
</TABLE>
PROPOSAL 2
AMENDMENT AND RESTATEMENT OF THE
COLUMBUS MCKINNON CORPORATION
INCENTIVE STOCK OPTION PLAN
On October 27, 1995 the Company's shareholders approved the Incentive
Plan. The Board is now proposing an Amendment and Restatement of the Incentive
Plan which does not affect the number of shares reserved for issuance under the
Incentive Plan and is seeking shareholder approval of the Plan Restatement.
The Board of Directors has approved the Amendment and Restatement of
the Incentive Plan (the "Plan Restatement"), providing for, among other things:
(i) that the members of the Board of Directors who are employees of the Company
will be eligible to receive options under the Incentive Plan; (ii) that
employees that own 10% or more of the combined voting power of all classes of
the Company's outstanding capital stock will be permitted to receive options
subject to certain minimum requirements (described below) regarding the option
exercise price and the option exercise period; (iii) that, under certain limited
circumstances, options granted to executive officers will be transferable; (iv)
the cashless exercise of options and (v) that, upon the occurrence of a "change
in control", options will remain exercisable for the balance of their original
term.
Information concerning the number of options granted to certain
executive officers under the Incentive Plan during the last year is set forth
above under the heading "Executive Compensation."
The following is a summary of the material features of the Incentive
Plan Restatement and does not purport to be complete. The summary is subject in
all respects and is qualified in its entirety by reference to the Incentive Plan
Restatement, the full text of which is set forth as Appendix A to this Proxy
Statement.
<PAGE>
PURPOSE. The Incentive Plan is intended to provide officers and other
key employees of the Company and its subsidiaries with an additional incentive
for them to promote the business of the Company, to increase their proprietary
interest in the success of the Company and to encourage them to remain in the
employ of the Company.
ADMINISTRATION. The Incentive Plan is administered by a committee
appointed by the Board of Directors and consisting of not less than two
Directors (the "Incentive Committee"). The Incentive Committee has the sole
authority to grant options under the Incentive Plan, and all actions taken by
the Incentive Committee in administering the Incentive Plan are final.
RESERVATION OF COMMON STOCK. The Company has reserved 1,250,000 shares
of Common Stock for issuance under the Incentive Plan. Any options issued under
the Incentive Plan which are forfeited or terminated, will be available for
reissuance under the Incentive Plan. If the Company's outstanding shares of
Common Stock are increased or decreased as a result of stock dividends, stock
splits, recapitalizations or other means having the same effect, or if the
Company's Common Stock is converted into other shares or securities of the
Company as a result of a reorganization, the number of shares of Common Stock
available for issuance under the Incentive Plan and the number of shares of
Common Stock issuable under outstanding options under the Incentive Plan shall
be proportionately adjusted by the Incentive Committee.
PARTICIPANTS. The Incentive Committee shall determine from among the
officers and key employees of the Company and its subsidiaries those individuals
to whom options under the Incentive Plan shall be granted, the terms and
provisions of the options granted (which terms need not be identical), the time
or times at which options shall be granted and the number of shares of Common
Stock for which option are granted. As of March 31, 1999, 35 employees had
received options to purchase an aggregate of 198,500 shares of Common Stock
under the Incentive Plan.
OPTION PRICE. The exercise price of each option granted under the
Incentive Plan shall be determined by the Incentive Committee at the time the
option is granted, but in no event shall such exercise price be less than I00%
of the fair market value of the Common Stock on the date of the grant.
Notwithstanding the foregoing, if any options are granted to individuals holding
10% or more of the combined voting power of all classes of the Company's
outstanding capital stock, in no event shall the exercise price of the options
granted to any such individuals be less than 110% of the fair market value of
the Common Stock on the date of the grant.
OPTION EXERCISE PERIODS. Any option granted under the Incentive Plan
may be exercised not earlier than one year nor later than ten years from the
date such option is granted, provided that, options granted to individuals
holding I0% or more of the combined voting power of all classes of the Company's
outstanding capital stock may not be exercised later than five years from the
date any such options are granted. The recipient of an option must generally
remain in the continuous employment of the Company or its subsidiaries from the
date of the grant of the option to and including the date of exercise of the
option. In addition, with respect to all options granted under the Incentive
Plan, unless the Incentive Committee shall specify otherwise, the right of a
recipient to exercise his option shall accrue, on a cumulative basis, at the
rate of 25% per year. Upon a "change in control" of the Company (as defined in
the Incentive Plan) or upon the retirement, death or disability of a recipient,
all outstanding unexercised options granted to such recipient under the
Incentive Plan become immediately exercisable and shall remain exercisable for
the balance of their original term.
<PAGE>
FEDERAL TAX CONSEQUENCES. The Code limits to $100,000 the value of
employer stock subject to incentive stock options that first become exercisable
in any one year, based on the fair market value of the stock at the date of
grant. Upon exercise, an optionee will not realize federally taxable income
(except that the alternative minimum tax may apply) and the Company will not be
entitled to any deduction. If the optionee sells the shares more than two years
after the grant date and more than one year after exercise, the entire gain, if
any, realized upon the sale will be federally taxable to the optionee as
long-term capital gain and the Company will not be entitled to a corresponding
deduction. If the optionee does not satisfy the holding-period requirements, the
optionee will realize ordinary income, in most cases equal to the difference
between the option price of the shares and the lesser of the fair market value
of the shares on the exercise date or the amount realized on a sale or exchange
of the shares, and the Company will be entitled to a corresponding deduction.
TRANSFERABILITY. Generally, options granted under the Incentive Plan
are not transferable by a recipient during his lifetime. However, to the extent
that an executive officer of the Company has received options that first become
exercisable in any one year, which options have fair market value (based on the
fair market value of the Common Stock at the date of the option grant) which
exceeds $100,000, such executive officers may transfer to their immediate family
members, options to purchase common stock of the Company having an aggregate
value equal to the amount by which the aggregate value of all options which
first become exercisable in such year exceeds $100,000.
EFFECTIVE DATE. The Incentive Plan was approved initially by the
shareholders of the Company on October 27, 1995.
VOTE REQUIRED. The Affirmative vote of the holders of a majority of the
shares of Common Stock present, in person or by proxy, and entitled to vote at
the Meeting is required to approve the Plan Restatement. If the shareholders do
not approve the Plan Restatement, the Incentive Plan in its current form will
remain in effect.
THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE "FOR" PROPOSAL 2.
SOLICITATION OF PROXIES
The cost of solicitation of proxies 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 or by telephone, telecommunications or other electronic
means by Directors, officers and employees of the Company at no additional
compensation. 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 Company has retained D.F. King & Co., Inc. ("D.F. King") for solicitation
and advisory services in connection with the solicitation of proxies, for which
D. F. King will receive a fee estimated to be $________ plus reimbursement of
its reasonable out-of-pocket expenses. It is anticipated that D. F. King will
employ approximately 50 persons in connection with its solicitation efforts. The
Company will also indemnify D.F. King against certain liabilities, including
liabilities under the Federal securities laws. The cost of soliciting proxies
for the 1999 Annual Meeting is expected to be approximately $____ in addition to
the fees of D.F. King described above (excluding the amount normally expended by
the Company for the solicitation of proxies at its annual meeting). The total
cost incurred to date in furtherance of or in connection with the solicitations
of proxies is approximately $ ______.
<PAGE>
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, 1999.
Representatives of Ernst & Young LLP are expected to be present at the
1999 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.
Effective April 1, 1998, the Company renewed its directors and officers
indemnification insurance coverage with Continental Casualty Company for an
additional term of three years at an aggregate cost of $450,000. This insurance
provides coverage to the Company's executive officers and directors individually
where exposures exist for which the company is unable to provide direct
indemnification.
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, 1999, 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 June 25, 1999, the person making the request
was a beneficial owner of securities entitled to vote at the Annual Meeting of
Shareholders.
CERTAIN FORWARD LOOKING INFORMATION
The portions of this Proxy Statement concerning reasons to re-elect the
incumbent Board of Directors and the letter from the Board of Directors include
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks,
uncertainties and other factors that could cause the actual results of the
Company to differ materially from the results expressed or implied by such
statements, including general economic and business conditions, conditions
affecting the industries served by the Company and its subsidiaries, conditions
affecting the Company's customers and suppliers, competitor responses to the
Company's products and services, the overall market acceptance of such products
and services, the integration of acquisitions and other factors disclosed in the
Company's periodic reports filed with the Commission. Consequently such forward
looking statements should be regarded as the Company's current plans, estimates
and beliefs. The Company does not undertake and specifically declines any
obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
<PAGE>
SHAREHOLDERS' PROPOSALS
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting must be received by the Company by ______________, 1999 to be considered
for inclusion in the Company's Proxy Statement and form of proxy relating to
that meeting. In addition, the Company's by-laws require that notice of
shareholder proposals and nominations for director be delivered to the principal
executive offices of the Company not less than 60 days nor more than 90 days
prior to the first anniversary of the Annual Meeting for the preceding year;
provided, however, if the Annual Meeting is not scheduled to be held within a
period commencing 30 days before such anniversary date and ending 30 days after
such anniversary date, such shareholder notice shall be delivered by the later
of (i) 60 days prior to the date of the Annual Meeting or (ii) the tenth day
following the date such Annual Meeting date is first publicly announced or
disclosed. The date of the 2000 Annual Meeting has not yet been established.
Nothing in this paragraph shall be deemed to require the Company to include in
its Proxy Statement and proxy relating to the 2000 Annual Meeting any
shareholder proposal that does not meet all of the requirements for inclusion
established by the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.
The accompanying Notice and this Proxy Statement are sent by order of
the Board of Directors.
LOIS H. DEMLER
Corporate Secretary
Dated: July __, 1999
- -------------------------------------------------------------------------------
IMPORTANT
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. SHAREHOLDERS
ARE URGED TO SIGN AND DATE THE ENCLOSED WHITE PROXY AND MAIL 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. SHOULD YOU
HAVE QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL D. F. KING & CO., INC., WHICH
IS ASSISTING US, AT THE NUMBER LISTED BELOW:
D. F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
CALL TOLL FREE 1-800-697-6974
<PAGE>
A-12
APPENDIX A
COLUMBUS MCKINNON CORPORATION
1995 INCENTIVE STOCK OPTION PLAN
---------------------------
AMENDMENT AND RESTATEMENT
--------------------------
WHEREAS, Columbus McKinnon Corporation, a New York corporation with
offices at 140 John James Audubon Parkway, Amherst, New York (the "Company") has
adopted an incentive stock option plan known as the Columbus McKinnon
Corporation 1995 Incentive Stock Option Plan (the "Original Plan") on October
27, 1995 to enable the Company to attract and retain highly qualified
individuals as officers and key employees of the Company by providing such
officers and key employees an equity based form of incentive compensation; and
WHEREAS, the Company desires to amend and restate the Original Plan;
NOW, THEREFORE, the Company hereby adopts the following as the
Amendment and Restatement of the Columbus McKinnon Corporation 1995 Incentive
Stock Option Plan effective as of June 16, 1999:
<PAGE>
1. PURPOSE OF PLAN. The Columbus McKinnon Corporation Amended and
Restated 1995 Incentive Stock Option Plan (the "Plan") is intended to provide
officers and other key employees of the Company and officers and other key
employees of any subsidiaries of the Company as that term is defined in Section
3 below (hereinafter individually referred to as a "Subsidiary" and collectively
as "Subsidiaries") with an additional incentive for them to promote the success
of the business, to increase their proprietary interest in the success of the
Company and its Subsidiaries, and to encourage them to remain in the employ of
the Company or its Subsidiaries. The above aims will be effectuated through the
granting of certain stock options, as herein provided, which are intended to
qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal
Revenue Code of 1986, as the same has been and shall be amended ("Code").
2. ADMINISTRATION. The Plan shall be administered by a Committee (the
"Committee") composed of not less than two (2) Directors of the Company who
shall be appointed by and serve at the pleasure of the Board of Directors of the
Company. Any Director that serves as a member of the Committee shall not receive
or be eligible to receive a grant of an option or any other equity security of
the Company or any Subsidiary under this Plan during the period of his or her
service as a member of the Committee and during the one year period prior to his
or her service as a member of the Committee. If the Committee is composed of two
(2) Directors, both members of the Committee must approve any action to be taken
by the Committee in order for such action to be deemed to be an action of the
Committee pursuant to the provisions of this Plan. If the Committee is composed
of more than two (2) Directors, a majority of the Committee shall constitute a
quorum for the conduct of its business, and (a) the action of a majority of the
Committee members present at any meeting at which a quorum is present, or (b)
action taken without a meeting by the approval in writing of a majority of the
Committee members, shall be deemed to be action by the Committee pursuant to the
provisions of the Plan. The Committee is authorized to adopt such rules and
regulations for the administration of the Plan and the conduct of its business
as it may deem necessary or proper.
Any action taken or interpretation made by the Committee under any
provision of the Plan or any option granted hereunder shall be in accordance
with the provisions of the Code, and the regulations and rulings issued
thereunder as such may be amended, promulgated, issued, renumbered or continued
from time to time hereafter in order that, to the greatest extent possible, the
options granted hereunder shall constitute "incentive stock options" within the
meaning of the Code. All action taken pursuant to this Plan shall be lawful and
with a view to obtaining for the Company and the option holder the maximum
advantages under the law as then obtaining, and in the event that any dispute
shall arise as to any action taken or interpretation made by the Committee under
any provision of the Plan, then all doubts shall be resolved in favor of such
having been done in accordance with the said Code and such revenue laws,
amendments, regulations, rulings and provisions as may then be applicable. Any
action taken or interpretation made by the Committee under any provision of the
Plan shall be final. No member of the Board
of Directors or the Committee shall be liable for any action,
determination or interpretation taken or made under any provision of the Plan or
otherwise if done in good faith.
<PAGE>
3. PARTICIPATION. The Committee shall determine from among the officers
and key employees of the Company and its Subsidiaries (as such term is defined
in Section 424 of the Code) those individuals to whom options shall be granted
(sometimes hereinafter referred to as "Optionees"), the terms and provisions of
the options granted (which need not be identical), the time or times at which
options shall be granted and the number of shares of the Company's common stock,
$.01 par value per share (hereinafter "Common Stock"), (or such number of shares
of stock in which the Common Stock may at any time hereafter be constituted),
for which options are granted.
In selecting Optionees and in determining the number of shares for
which options are granted, the Committee may weigh and consider the following
factors: the office or position of the Optionee and his degree of responsibility
for the growth and success of the Company and its Subsidiaries, length of
service, remuneration, promotions, age and potential. The foregoing factors
shall not be considered to be exclusive or obligatory upon the Committee, and
the Committee may properly consider any other factors which to it seems
appropriate. The terms and conditions of any option granted by the Committee
under this Plan shall be contained in a written statement which shall be
delivered by the Committee to the Optionee as soon as practicable following the
Committee's establishment of the terms and conditions of such option.
An Optionee who has been granted an option under the Plan may
be granted additional options under the Plan if the Committee shall so
determine.
Notwithstanding the foregoing, if during the twelve (12) month
period following the effective date of this amendment and restatement, any
options are granted to employees of the Company that are also members of the
Board of Directors of the Company and if this amendment and restatement is not
approved by the shareholders of the Company during such twelve (12) month
period, any options granted to any employees that are also members of the
Company's Board of Directors shall continue to be binding upon the Company
according to their terms but shall not be deemed to be "incentive stock options"
as defined in Section 422(b) of the Code. In addition, if at the time an option
is granted to an individual under this Plan, the individual owns stock of the
Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries, (or if
such individual would be deemed to own such percentage of such stock under
Section 424(d) of the Code) such option shall continue to be valid and binding
upon the Company according to its terms but shall not be deemed to be an
"incentive stock option" as defined in Section 422(b) of the Code unless: (a)
the price per share at which common stock of the Company may be acquired in
connection with the exercise of such options is not less than one hundred ten
percent (110%) of the fair market value of such common stock, determined as of
the date of the grant of such options; and (b) the period of time within which
such options must be exercised does not exceed five (5) years from the date on
which such options are granted. Finally, in no event shall any options be
granted under this Plan at any time after the termination date set forth at the
end of this Plan.
<PAGE>
4. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of Common
Stock which have been reserved for issuance pursuant to the terms of options
granted pursuant to the terms of this Plan and the aggregate number of shares of
Common Stock which the Company is authorized to issue pursuant to options
granted pursuant to the terms of this Plan is 1,250,000, subject to
anti-dilutive adjustments, if any, made at any time after October 27, 1995,
pursuant to the provisions of Section 5 hereof. With respect to shares which may
be acquired pursuant to options which expire or terminate pursuant to the
provisions of this Plan without having been exercised in full, such shares shall
be considered to be available again for placement under options granted
thereafter under the Plan. Shares issued pursuant to the exercise of incentive
stock options granted under the Plan shall be fully paid and non-assessable.
5. ANTI-DILUTION PROVISIONS. The aggregate number of shares of Common
Stock and the class of such shares as to which options may be granted under the
Plan, the number and class of such shares subject to each outstanding option,
the price per share thereof (but not the total price), and the number of such
shares as to which an option may be exercised at any one time, shall all be
adjusted proportionately in the event of any change, increase or decrease in the
outstanding shares of Common Stock of the Company or any change in
classification of its Common Stock without receipt of consideration by the
Company which results either from a split-up, reverse split or consolidation of
shares, payment of a stock dividend, recapitalization, reclassification or other
like capital adjustment so that upon exercise of the option, the Optionee shall
receive the number and class of shares that he would have received had he been
the holder of the number of shares of Common Stock for which the option is being
exercised immediately preceding such change, increase or decrease in the
outstanding shares of Common Stock. Any such adjustment made by the Committee
shall be final and binding upon all Optionees, the Company, and all other
interested persons. Any adjustment of an incentive stock option under this
paragraph shall be made in such manner as not to constitute a "modification"
within the meaning of Section 424(h)(3) of the Code.
Anything in this Section 5 to the contrary notwithstanding, no
fractional shares or scrip representative of fractional shares shall be issued
upon the exercise of any option. Any fractional share interest resulting from
any change, increase or decrease in the outstanding shares of Common Stock or
resulting from any reorganization, merger, or consolidation for which adjustment
is provided in this Section 5 shall disappear and be absorbed into the next
lowest number of whole shares, and the Company shall not be liable for any
payment for such fractional share interest to the Optionee upon his exercise of
the option.
6. OPTION PRICE. The purchase price for each share of Common Stock
which may be acquired upon the exercise of each option issued under the Plan
shall be determined by the Committee at the time the option is granted, but in
no event shall such purchase price be less than one hundred percent (100%) of
the fair market value of the Common Stock on the date of the grant.
Notwithstanding the foregoing, in the case of an individual that owns stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries (or if
such individual would be deemed to own such percentage of such stock under
Section 424 (d) of the Code), (any such individual being hereinafter referred to
as a "Ten Percent Shareholder") in no event shall the purchase price for each
share of Common Stock which may be acquired upon the exercise of each option
issued to such Ten Percent Shareholder be less than one hundred ten percent
(110%) of the fair market value of the Common Stock on the date of the grant. If
the Common Stock is listed upon an established stock exchange or exchanges on
the day the option is granted, such fair market value shall be deemed to be the
closing price of the Common Stock on such stock exchange or exchanges on the day
the option is granted, or if no sale of the Company's Common Stock shall have
been made on any stock exchange on that day, on the next preceding day on which
there was a sale of such stock.
<PAGE>
If the Common Stock is listed in the NASDAQ National Market
System, the fair market value of the Common Stock shall be the average of the
high and low closing sale prices in the NASDAQ National Market System on the day
the option is granted, or if no sale of the Common Stock shall have been made on
the NASDAQ National Market System on that day, on the next preceding day on
which there was a sale of such stock.
7. OPTION EXERCISE PERIODS. The time within which any option granted
hereunder may be exercised shall be, by its terms, not earlier than one (1) year
from the date such option is granted and not later than ten (10) years from the
date such option is granted; provided that, in the case of any options granted
to a Ten Percent Shareholder, the time within which any option granted to such
Ten Percent Shareholder may be exercised shall be, by its terms, not earlier
than one (1) year from the date such option is granted and not later than five
(5) years from the date such option is granted. Subject to the provisions of
Section 10 hereof, the Optionee must remain in the continuous employment of the
Company or any of its Subsidiaries from the date of the grant of the option to
and including the date of exercise of option in order to be entitled to exercise
his option. Options granted hereunder shall be exercisable in such installments
and at such dates as the Committee may specify. In addition, with respect to all
options granted under this Plan, unless the Committee shall specify otherwise,
the right of each Optionee to exercise his option shall accrue, on a cumulative
basis, as follows:
(a) one-fourth (1/4) of the total number of shares of Common
Stock which could be purchased (subject to adjustment as provided in Section 5
hereof) (such number being hereinafter referred to as the "Optioned Shares")
shall become available for purchase pursuant to the option at the end of the one
(1) year period beginning on the date of the option grant;
(b) one-fourth (1/4) of the Optioned Shares shall become
available for purchase pursuant to the option at the end of the two (2) year
period beginning on the date of the option grant;
(c) one-fourth (1/4) of the Optioned Shares shall become
available for purchase pursuant to the option at the end of the three (3) year
period beginning on the date of the option grant; and
(d) one-fourth (1/4) of the Optioned Shares shall become
available for purchase pursuant to the option at the end of the four (4) year
period beginning on the date of the option grant.
Continuous employment shall not be deemed to be interrupted by
transfers between the Subsidiaries or between the Company and any Subsidiary,
whether or not elected by termination from any Subsidiary of the Company and
re-employment by any other Subsidiary or the Company. Time of employment with
the Company shall be considered to be one employment for the purposes of this
Plan, provided there is no intervening employment by a third party or no
interval between employments which, in the opinion of the Committee, is deemed
to break continuity of service. The Committee shall, at its discretion,
determine the effect of approved leaves of absence and all other matters having
to do with "continuous employment". Where an Optionee dies while employed by the
Company or any of its Subsidiaries, his options may be exercised following his
death in accordance with the provisions of Section 10 below.
<PAGE>
Notwithstanding the foregoing provisions of this Section 7, in
the event that the Company or the stockholders of the Company enter into an
agreement to dispose of all or substantially all of the assets or stock of the
Company by means of a sale, merger, consolidation, reorganization, liquidation,
or otherwise, or in the event a Change of Control (as hereinafter defined) shall
occur, each outstanding option shall become immediately exercisable with respect
to the full number of shares subject to that option and shall remain exercisable
until the expiration of the original term of the option. The Committee may
provide in connection with such transaction for assumption of options previously
granted or the substitution for such options of new options covering the
securities of a successor corporation or an affiliate thereof, with appropriate
adjustments as to the number and kind of securities and prices.
For purposes of this Plan, a "Change in Control" shall be
deemed to have occurred if:
(a) there shall be consummated: (i) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's common stock would be
converted into cash, securities or other property, other than a merger of the
Company in which the holders of the Company's common stock immediately prior to
the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger; or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company; or
(b) the stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; or
(c) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
but excluding the Company and each of the Company's officers and directors,
whether individually or collectively), shall become the beneficial owner (within
the meaning of 13d-3 under the Exchange Act) of 20% or more of the Company's
outstanding common stock; or
(d) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the entire Board of
Directors of the Company shall cease for any reason to constitute a majority
thereof unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of a least two-thirds
of the directors then still in office who were directors at the beginning of the
period.
<PAGE>
Any change or adjustment made pursuant to the terms of this
paragraph shall be made in such a manner so as not to constitute a
"modification" as defined in Section 424 of the Code, and so as not to cause any
incentive stock option issued under this Plan to fail to continue to qualify as
an incentive stock option as defined in Section 422(b) of the Code.
Notwithstanding the foregoing, in the event that any agreement providing for the
sale or other disposition of all or substantially all the stock or assets of the
Company shall be terminated without consummating the disposition of said stock
or assets, any unexercised unaccrued installments that had become exercisable
solely by reason of the provisions of this paragraph shall again become
unaccrued and unexercisable as of said termination of such agreement; subject,
however, to such installments accruing pursuant to the normal accrual schedule
provided in the terms under which such option was granted. Any exercise of an
installment prior to said termination of said agreement shall remain effective
despite the fact that such installment became exercisable solely by reason of
the Company or its stockholders entering into said agreement to dispose of the
stock or assets of the Company.
8. EXERCISE OF OPTION. Options shall be exercised as follows:
(a) Notice and Payment. Each option, or any installment
thereof, shall be exercised, whether in whole or in part, by giving written
notice to the Company at its principal office, specifying the options being
exercised (by reference to the date of the grant of the option), the number of
shares to be purchased and the purchase price being paid, and shall be
accompanied by the payment of all or such part of the purchase price as shall be
required to be paid in connection with the exercise of such option (as specified
in the written notice of exercise of such option) (i) in cash, certified or bank
check payable to the order of the Company, (ii) by tendering (either actually or
by attestation) shares (or a sufficient portion thereof) valued as determined by
the Committee at the time of exercise, (iii) by authorizing a third party to
sell shares (or a sufficient portion thereof) acquired upon exercise of an
option and to remit to the Company a sufficient portion of the sale proceeds to
pay for all the shares acquired through such exercise and any resulting tax
withholding obligations or (iv) by any other method prescribed by the Committee.
Each such notice shall contain representations on behalf of the Optionee that he
acknowledges that the Company is selling the shares being acquired by him under
a claim of exemption from registration under the Securities Act of 1933 as
amended (the "Act"), as a transaction not involving any public offering; that he
represents and warrants that he is acquiring such shares with a view to
"investment" and not with a view to distribution or resale; and that he agrees
not to transfer, encumber or dispose of the shares unless: (i) a registration
statement with respect to the shares shall be effective under the Act, together
with proof satisfactory to the Company that there has been compliance with
applicable state law; or (ii) the Company shall have received an opinion of
counsel in form and content satisfactory to the Company to the effect that the
transfer qualifies under Rule 144 or some other disclosure exemption from
registration and that no violation of the Act or applicable state laws will be
involved in such transfer, and/or such other documentation in connection
therewith as the Company's counsel may in its sole discretion require.
(b) Issuance of Certificates. Certificates representing the
shares purchased by the Optionee shall be issued as soon as practicable after
the Optionee has complied with the provisions of Section 8(a) hereof.
(c) Rights as a Stockholder. The Optionee shall have no rights
as a stockholder with respect to the shares of Common Stock purchased until the
date of the issuance to him of a certificate representing such shares.
<PAGE>
9. ASSIGNMENT OF OPTION. (a) Subject to the provisions of Sections 9(b)
and 10(c) hereof, options granted under this Plan may not be assigned
voluntarily or involuntarily or by operation of law and any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of, or to subject to execution,
attachment or similar process, any incentive stock option, or any right
thereunder, contrary to the provisions hereof shall be void and ineffective,
shall give no right to the purported transferee, and shall, at the sole
discretion of the Committee, result in forfeiture of the option with respect to
the shares involved in such attempt.
(b) Notwithstanding anything to the contrary contained in the
terms of the Plan as in effect at any time prior to the date hereof and
notwithstanding anything to the contrary contained in the terms of any
statement, letter or other document or agreement setting forth the terms and
conditions of any options previously issued pursuant to the terms of this Plan,
any and all Non-Qualified Options (as defined in Section 13 hereof) previously
issued to any officer of the Company (as defined in Rule 16A-a(f) issued under
the Securities and Exchange Act of 1934 (hereinafter an "Executive Officer"))
pursuant to the terms of the Plan and, subject to the approval of the Committee,
any Non-Qualified Options which may be granted or issued to any Executive
Officer of the Company at any time in the future pursuant to the terms of the
Plan shall be transferable by the Executive Officer to whom such Non-Qualified
Options have been or are granted to: (i) the spouse, children or grandchildren
of the Executive Officer (hereinafter "Immediate Family Members"); (ii) a trust
or trusts for the exclusive benefit of such Immediate Family Members; (iii) a
partnership or limited liability company in which such Immediate Family Members
are the only partners or members; or (iv) a private foundation established by
the Executive Officer; provided that: (x) there may be no consideration for any
such transfer; (y) in the case of Non-Qualified Options which may be granted in
the future, the statement, letter or other document or agreement setting forth
the terms and conditions of any such Non-Qualified Options must expressly
provide for and limit the transferability of such Non-Qualified Options to
transfers which are permitted by the foregoing provisions of this Section 9(b);
and (z) any subsequent transfer of transferred Non-Qualified Options shall,
except for transfers occurring as a result of the death of the transferee as
contemplated by Section 10(e), be prohibited. Following the transfer of any
Non-Qualified Options as permitted by the foregoing provisions of this Section
9(b), any such transferred Non-Qualified Options shall continue to be subject to
the same terms and conditions applicable to such Non-Qualified Options
immediately prior to the transfer; provided that, for purposes of this Plan, the
term "Optionee" shall be deemed to refer to the transferee. Notwithstanding the
foregoing, the events of termination of employment of Section 10 hereof shall
continue to be applied with respect to the original Optionee for the purpose of
determining whether or not the Non-Qualified Options shall be exercisable by the
transferee and, upon termination of the original Optionee's employment, the
Non-Qualified Options shall be exercisable by the transferee only to the extent
and for the periods that the original Optionee (or his estate) would have been
entitled to exercise such Options as specified in Section 10 below.
<PAGE>
10. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. (a)In the
event that an Optionee's employment with the Company or the Subsidiary by whom
the Optionee was employed is terminated either by reason of: (i) a discharge for
cause; (ii) voluntary separation on the part of the Optionee (other than any
termination of employment by the Optionee which qualifies as a termination for
"Good Reason" pursuant to the terms of a letter agreement between the Optionee
and the Company (a "Good Reason Termination")) and without consent of the
Company or the Subsidiary by whom the Optionee was employed, any rights of the
Optionee to purchase shares of Common Stock pursuant to the terms of any option
or options granted to him under this Plan shall terminate immediately upon such
termination of employment to the extent such options have not theretofore been
exercised by him.
(b) In the event of the termination of employment of an
Optionee (otherwise than by reason of death or retirement of the Optionee at his
Retirement Date) by the Company or by any of the Subsidiaries employing the
Optionee at such time or pursuant to a Good Reason Termination, any option or
options granted to him under the Plan to the extent not theretofore exercised
shall be deemed cancelled and terminated forthwith, except that, subject to the
provisions of subparagraph (a) of this Section, such Optionee may exercise any
options theretofore granted to him, which have not then expired and which, as of
the date the Optionee's employment with the Company is terminated, were
otherwise exercisable within the provisions of Section 7 hereof, within three
(3) months after such termination. If the employment of an Optionee shall be
terminated by reason of the Optionee's retirement at his Retirement Date by the
Company or by any of the Subsidiaries employing the Optionee at such time, the
Optionee shall have the right to exercise such option or options held by him to
the extent that such options have not expired, at any time within three (3)
months after such retirement. The provisions of Section 7 to the contrary
notwithstanding, upon retirement, all options held by an Optionee shall be
immediately exercisable in full. The transfer of an Optionee from the employ of
the Company to a Subsidiary of the Company or vice versa, or from one Subsidiary
of the Company to another, shall not be deemed to constitute a termination of
employment for purposes of this Plan.
(c) In the event that an Optionee shall die while employed by
the Company or by any of the Subsidiaries or shall die within three (3) months
after retirement on his Retirement Date (from the Company or any Subsidiary),
any option or options granted to him under this Plan and not theretofore
exercised by him or expired shall be exercisable by the estate of the Optionee
or by any person who acquired such option by bequest or inheritance from the
Optionee in full, notwithstanding the provisions of Section 7 hereof, at any
time within one (1) year after the death of the Optionee. References herein
above to the Optionee shall be deemed to include any person entitled to exercise
the option after the death of the Optionee under the terms of this Section.
(d) In the event of the termination of employment of an
Optionee by reason of the Optionees' disability, the Optionee shall have the
right, notwithstanding the provisions of Section 7 hereof, to exercise all
options held by him, in full, to the extent that such options have not
previously expired or been exercised, at any time within one (1) year after such
termination. The term "disability" shall, for the purposes of this Plan, be
defined in the same manner as such term is defined in Section 22(e)(3) of the
Internal Revenue Code of 1986.
(e) For the purposes of this Plan, "Retirement Date" shall
mean, with respect an Optionee, the date the Optionee actually retires from his
employment with the Company or, if applicable, the Subsidiary by whom he is
employed; provided that such date occurs on or after the date the Optionee is
otherwise entitled to retire under the terms of the defined benefit pension plan
which the Optionee is a participant in (and which plan is maintained by the
Company or, if applicable, the Subsidiary by whom the Optionee is employed).
<PAGE>
11. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors of
the Company may at any time suspend, amend or terminate the Plan; provided,
however, that except as permitted in Section 13 hereof, no amendment or
modification of the Plan which would:
(a) increase the maximum aggregate number of shares as to
which options may be granted hereunder (except as contemplated in Section 5); or
(b) reduce the option price or change the method of
determining the option price; or
(c) increase the time for exercise of options to be granted or
those which are outstanding beyond a term of ten (10) years; or
(d) change the designation of the employees or class of
employees eligible to receive options under this Plan,
may be adopted unless with the approval of the holders of a
majority of the outstanding shares of Common Stock represented at a
stockholders' meeting of the Company, or with the written consent of the holders
of a majority of the outstanding shares of Common Stock. No amendment,
suspension or termination of the Plan may, without the consent of the holder of
the option, terminate his option or adversely affect his rights in any material
respect.
12. INCENTIVE STOCK OPTIONS; POWER TO ESTABLISH OTHER PROVISIONS. It is
intended that the Plan shall conform to and (except as otherwise expressly set
forth herein) each option shall qualify and be subject to exercise only to the
extent that it does qualify as an "incentive stock option" as defined in Section
422 of the Code and as such section may be amended from time to time or be
accorded similar tax treatment to that accorded to an incentive stock option by
virtue of any new revenue laws of the United States. The Board of Directors may
make any amendment to the Plan which shall be required so to conform the Plan.
Subject to the provisions of the Code, the Committee shall have the power to
include such other terms and provisions in options granted under this Plan as
the Committee shall deem advisable. The grant of any options pursuant to the
terms of this Plan which do not qualify as "incentive stock options" as defined
in Section 422 of the Code is hereby approved provided that the maximum number
of shares of Common Stock of the Company which can be issued pursuant to the
terms of this Plan (as provided for in Section 4 hereof but subject to
anti-dilutive adjustments made pursuant to Section 5 hereof) is not exceeded by
the grant of any such options and, to the extent that any options previously
granted pursuant to the terms of this Plan were not "incentive stock options"
within the meaning of Section 422 of the Code, the grant of such options is
hereby ratified, approved and confirmed.
<PAGE>
13. MAXIMUM ANNUAL VALUE OF OPTIONS EXERCISABLE. Notwithstanding any
provisions of this Plan to the contrary if: (a) the sum of: (i) the fair market
value (determined as of the date of the grant) of all options granted to an
Optionee under the terms of this Plan which become exercisable for the first
time in any one calendar year; and (ii) the fair market value (determined as of
the date of the grant) of all options previously granted to such Optionee under
the terms of this Plan or any other incentive stock option plan of the Company
or its subsidiaries which also become exercisable for the first time in such
calendar year; exceeds (b) $100,000; then, (c) those options shall continue to
be binding upon the Company in accordance with their terms but, to the extent
that the aggregate fair market of all such options which become exercisable for
the first time in any one calendar year (determined as of the date of the grant)
exceeds $100,000, such options (referred to, for purposes of this Plan, as
"Non-Qualified Options") shall not be deemed to be incentive stock options as
defined in Section 422(b) of the Code. For purposes of the foregoing, the
determination of which options shall be recharacterized as not being incentive
stock options issued under the terms of this Plan shall be made in inverse order
of their grant dates and, accordingly, the last options received by the Optionee
shall be the first options to be recharacterized as not being incentive stock
options granted pursuant to the terms of the Plan.
14. GENERAL PROVISIONS (a) No incentive stock option shall be construed
as limiting any right which the Company or any parent or subsidiary of the
Company may have to terminate at any time, with or without cause, the employment
of an Optionee.
(b) The Section headings used in this Plan are intended solely
for convenience of reference and shall not in any manner amplify, limit, modify
or otherwise be used in the construction or interpretation of any of the
provisions hereof.
(c) The masculine, feminine or neuter gender and the singular
or plural number shall be deemed to include the other whenever the content so
indicates or requires.
(d) No options shall be granted under the Plan after ten (10)
years from the date the Plan is adopted by the Board of Directors of the Company
or approved by the stockholders of the Company, whichever is earlier.
15. EFFECTIVE DATE AND DURATION OF THE PLAN. The Plan became effective
on October 27, 1995, the date the adoption of the Plan was approved by the Board
of Directors of the Company. On January 8, 1996, as required by Section 422 of
the Code, the Plan was approved by the Stockholders of the Company. The Plan
will terminate on October 27, 2005; provided however, that the termination of
the Plan shall not be deemed to modify, amend or otherwise affect the terms of
any options outstanding on the date the Plan terminates.
IN WITNESS WHEREOF, the undersigned has executed this Plan by and on
behalf of the Company as of the 16th day of June, 1999.
COLUMBUS MCKINNON CORPORATION
By: /s/ Robert L. Montgomery, Jr.
-----------------------------
Robert L. Montgomery, Jr.
DATE ADOPTED BY BOARD OF DIRECTORS: October 27, 1995
DATE APPROVED BY STOCKHOLDERS: January 8, 1996
TERMINATION DATE: October 27, 2005
<PAGE>
I-2
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS,
AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES
OF COLUMBUS MCKINNON CORPORATION
The following table sets forth the name and the present principal
occupation or employment (except with respect to the directors, whose principal
occupation is set forth in the Proxy Statement), and the name, principal
business and address of any corporation or other organization in which such
employment is carried on, of (1) the directors and executive officers of
Columbus McKinnon Corporation and (2) certain employees and other
representatives of Columbus McKinnon Corporation who may assist in soliciting
proxies from Columbus McKinnon Corporation shareholders. Unless otherwise
indicated below or in the Proxy Statement, the principal business address of
each such person is 140 John James Audubon Parkway, Amherst, New York 14228-1197
and such person is an employee of Columbus McKinnon Corporation. Directors are
indicated with a single asterisk.
DIRECTORS AND EXECUTIVE OFFICERS OF COLUMBUS MCKINNON CORPORATION
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
-------------------- ----------------------------------
Herbert P. Ladds, Jr.*
Edward W. Duffy*
3385 Highland's Bridge Road
Sarasota, FL 33425
Randolph A. Marks*
369 Franklin Street, Suite 100
Buffalo, NY 14202
L. David Black*
JLG Industries, Inc.
1 JLG Drive
McConnellsburg, PA
Carlos Pascual*
Xerox Corporation
800 Long Ridge Road
Stamford, CT
Richard H. Fleming*
USG Corporation
125 S. Franklin Street
Chicago, IL 60606
<PAGE>
Timothy T. Tevens* President and Chief Executive Officer
Robert L. Montgomery* Executive Vice President, Chief Financial
Officer, Treasurer, and Assistant Secretary
Ned T. Librock Vice President - Sales and Marketing
Karen L. Howard Vice President - Controller
Ernst K. H. Marburg Vice President - Total Quality and Standards
Lois H. Demler Corporate Secretary
Zane T. Goggin Operating Group Leader, Forging Division
Richard M. Davidson Operating Group Leader, Hoist Packaged
Earl L. Loeswick Operating Group Leader, Chain Division
Clifford W. Minton Operating Group Leader, Hoist Engineered
John Stewart Operating Group Leader, Duff-Norton Division
Joseph J. Owen Director - Materials Management
Timothy R. Harvey Manager - Legal Affairs
Neal E. Wixson Director - Human Resources
<PAGE>
SCHEDULE II
SHARES HELD BY COLUMBUS MCKINNON CORPORATION DIRECTORS
AND EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND OTHER
REPRESENTATIVES OF COLUMBUS MCKINNON CORPORATION AND
CERTAIN TRANSACTIONS BETWEEN ANY OF THEM
AND COLUMBUS MCKINNON CORPORATION
The Shares held by Columbus McKinnon Corporation's directors and Ned T.
Librock, Karen L. Howard, Ernst K. H. Marburg, and Ivan E. Shawvan are set forth
in the Proxy Statement. The following officers and employees of Columbus
McKinnon Corporation own the following Shares:
SHARES OF COMMON
NAME OF STOCK BENEFICIALLY
BENEFICIAL OWNER OWNED
---------------- ------------------
Lois H. Demler 14,121
Zane T. Goggin 91,388
Richard M. Davidson 88,521
Earl L. Loeswick 14,713
Clifford W. Minton 982
John Stewart 442
Joseph J. Owen 5,482
Timothy R. Harvey 2,738
Neal E. Wixson(1) 2,500
- -----------------------------
(1) Includes 2,500 shares of Common Stock awarded to Mr. Wixson on October 19,
1998 under the Restricted Stock Plan, all of which will vest on October 19,
2003. Such shares are subject to restrictions on transfer, and forfeiture
upon the occurrence of certain events, prior to vesting.
<PAGE>
The following table sets forth information concerning all purchases and
sales of securities of the Company by directors, officers, and certain corporate
staff members since June 4, 1997:
DATE OF NATURE OF NUMBER OF SHARES
NAME TRANSACTION TRANSACTION OF COMMON STOCK
DIRECTORS:
Herbert P. Ladds, Jr. 2/2/98 Sale 10,000
2/3/98 Sale 20,000
2/4/98 Sale 26,000
3/31/98 (1) 691
9/10/98 Purchase 2,000
3/31/99 (1) 557
Edward W. Duffy 5/22/98 Sale 5,000
5/26/98 Sale 10,000
5/27/98 Sale 11,500
5/28/98 Sale 5,000
5/29/98 Sale 5,000
6/1/98 Sale 5,000
6/3/98 Sale 10,000
6/3/98 Sale 15,000
6/8/98 Sale 5,000
6/11/98 Sale 8,500
6/15/98 Sale 5,000
12/2/98 (2) 14,000
1/21/99 (2) 14,000
Robert L. Montgomery 3/31/98 (1) 650
3/31/99 (1) 518
Timothy T. Tevens 3/31/98 (1) 453
9/14/98 Purchase 500
3/31/99 (1) 331
Carlos Pascual 8/17/98 Purchase 1,000
9/9/98 (3) 500
Richard H. Fleming 3/29/99 (3) 500
Randolph A. Marks 12/11/98 Sale 1,000
OFFICERS:
Ned T. Librock 3/31/98 (1) 454
3/31/99 (1) 332
Ernst K. H. Marburg 3/31/98 (1) 439
5/22/98 Sale 39,729
3/31/99 (1) 323
<PAGE>
Karen L. Howard 3/31/98 (1) 396
9/2/98 Purchase 300
9/9/98 (3) 8,500
3/31/99 (1) 275
Lois H. Demler 3/31/98 (1) 246
3/31/98 (1) Spouse 78
9/4/98 Purchase 200
3/31/99 (1) 215
Ivan E. Shawvan 3/31/98 (1) 481
3/23/99 (4) 200
3/31/99 (1) 357
CERTAIN CORPORATE STAFF MEMBERS:
Zane T. Goggin 3/31/98 (1) 570
9/1/98 Purchase 2,750
3/31/99 (1) 442
Joseph J. Owen 9/18/98 Purchase 300
3/31/99 (1) 180
Timothy R. Harvey 3/31/98 (1) 90
3/31/99 (1) 148
Neal E. Wixson 10/19/98 (3) 2,500
Clifford W. Minton 3/31/98 (1) 400
3/31/99 (1) 275
Earl L. Loeswick 3/31/98 (1) 501
3/31/99 (1) 371
Richard M. Davidson 3/31/98 (1) 536
3/31/99 (1) 410
John Stewart 9/4/98 Purchase 200
10/8/98 Purchase 50
3/31/99 (1) 192
- -------------------------
(1) Represents ESOP Shares allocated to the individual's account.
(2) Represents gifts to trusts for the benefit of Mr. Duffy's children, as to
which shares Mr. Duffy disclaims beneficial ownership.
(3) Represents restricted shares of Common Stock awarded under the Restricted
Stock Plan, all of which vest five years after the date of grant. Such
shares are subject to restrictions on transfer, and forfeiture upon the
occurrence of certain events, prior to vesting.
(4) Represents shares of Common Stock transferred to Mr. Shawvan's ex-spouse;
Mr. Shawvan disclaims beneficial ownership of such shares.
<PAGE>
I M P O R T A N T
Your vote is important. Regardless of the number of shares of Columbus
McKinnon common stock you own, please vote as recommended by your Board of
Directors by taking these two simple steps:
1. PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED WHITE PROXY CARD IN
THE POSTAGE-PAID ENVELOPE PROVIDED.
2. DO NOT RETURN ANY [ COLOR ] PROXY CARD SENT TO YOU BY THE
SHAREHOLDERS COMMITTEE, NOT EVEN AS A VOTE OF PROTEST.
IF YOU VOTED THE COMMITTEE'S [ COLOR ] PROXY CARD BEFORE RECEIVING YOUR
COLUMBUS MCKINNON WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE
SIMPLY BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD. THIS WILL
CANCEL YOUR EARLIER VOTE. REMEMBER, ONLY YOUR LATEST DATE PROXY CARD WILL COUNT
AT THE ANNUAL MEETING.
INSTRUCTIONS FOR "STREET NAME" SHAREHOLDERS
If you own your shares in the name of a brokerage firm (or other
nominee), only your broker can vote your shares on your behalf and only after
receiving your specific instructions. Please call your broker and instruct
him/her to execute a WHITE CARD (or voting instruction form) on your behalf. You
should also promptly sign, date and mail your WHITE card when you receive it
from your broker. Please do so for each separate account you maintain.
You should return your WHITE proxy card at once to ensure that your
vote is counted. This will not prevent you from voting in person at the meeting
should you attend.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CALL D. F. KING & CO., INC., WHICH IS ASSISTING US, TOLL-FREE AT
1-800-697-6974
<PAGE>
PROXY
COLUMBUS MCKINNON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints TIMOTHY T. TEVENS 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 16, 1999 at 10:00 a.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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 1
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
HERBERT P. LADDS, JR. RANDOLPH A. MARKS
TIMOTHY T. TEVENS L. DAVID BLACK
ROBERT L. MONTGOMERY, JR. CARLOS PASCUAL
RICHARD H. FLEMING
(Instruction: To withhold authority to
vote for any individual nominee mark
"FOR" all nominees above and write the
name(s) of that nominee(s) with respect
to whom you wish to withhold authority
to vote here:________________________________________
----------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 2
2. PROPOSAL TO APPROVE THE PROPOSED AMENDMENT AND RESTATEMENT OF THE COLUMBUS
McKINNON CORPORATION 1995 INCENTIVE STOCK OPTION PLAN.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS NO. 1 AND
NO. 2.
Dated: ______________, 1999
----------------------------------------------
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 SIGN,
DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
