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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Columbus McKinnon Corporation
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF COLUMBUS McKINNON CORP. w/ADDRESS]
TO: PARTICIPANTS IN THE COLUMBUS McKINNON CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN
Under the terms of the Columbus McKinnon Corporation Employee Stock
Ownership Plan (the "Plan"), you have the right to direct the Plan trustees in
writing as to the manner in which you wish to vote the shares of common stock
of Columbus McKinnon Corporation (the "Company") allocated to your Plan
accounts at the Company's 1999 Annual Meeting of Shareholders (the "Meeting").
Under the terms of the Plan and subject to the Plan trustees' responsibilities
under applicable laws, the Plan trustees will vote your allocated shares in
accordance with your instructions. Therefore, we encourage you to exercise
your right to direct the voting of your allocated shares at the Meeting.
Unvoted allocated shares and unallocated shares will be voted at the
discretion of the Plan trustees.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your
account(s) by completing, signing and returning the enclosed confidential
voting instruction card. Proxy cards supplied with any other proxy materials
are not appropriate for the purpose of instructing the Plan trustees in
connection with the voting of shares allocated to your Plan account(s).
CONFIDENTIALITY OF VOTING INSTRUCTIONS Your instructions to the Plan
trustees will be completely confidential. The Company has engaged an
independent firm, Corporate Election Services, Inc. ("CES"), of Pittsburgh,
PA, to serve as the confidential vote processing agent for the Plan. Voting
instruction cards are to be sent (using the postage-paid envelopes provided
herewith) to CES and should not be sent to the Company or its proxy solicitor,
D.F. King & Co., Inc.
CES will count your votes and report the aggregate totals of all voting
instructions to the Plan trustees. CES has agreed to maintain your voting
instructions in strict confidence. In no event will your voting instructions
be reported to the Company.
DELIVERY OF PROXY MATERIALS. A copy of Columbus McKinnon's proxy statement
and 1999 Annual Report to shareholders are enclosed for your review. As noted
in the proxy statement, the Company's Annual Meeting is scheduled for August
16, 1999, at 10:00 a.m., at the Company's headquarters in Amherst, New York.
Enclosed is a confidential voting instruction card which you should use if
you wish to direct the Plan trustees to vote shares allocated to your
account(s) in connection with the slate of directors endorsed by the Board of
Directors of the Company, the proposal relating to the Company's stock option
plan recommended by the Board of Directors and a proposal put forth by a
shareholder group which is opposed by the Company's Board.
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The Plan trustees understand that a group calling itself the Columbus
McKinnon Shareholders Committee (the "Committee") is soliciting proxies, among
other things, for a slate of directors in opposition to the slate endorsed by
Columbus McKinnon's Board of Directors, as described in the enclosed Columbus
McKinnon proxy statement. If the Committee's proxy statement and other
soliciting materials are provided to the Plan trustees, the Plan trustees will
undertake to distribute such materials to you. Additional confidential voting
instruction cards will be provided that will permit you to instruct the Plan
trustees regarding the voting of shares allocated to your account(s) in
connection with the matters described in any such additional proxy
solicitation materials distributed by the Committee.
Voting instructions for your allocated shares under the Plan must be
received by 5:00 p.m. Eastern time on August 12, 1999 on the voting
instruction cards provided by the Plan trustees for that purpose. AGAIN, YOUR
VOTING INSTRUCTION CARD SHOULD BE FORWARDED TO CES AND SHOULD NOT BE MAILED TO
THE COMPANY OR ITS PROXY SOLICITOR, D.F. KING & CO., INC.
In order to make an informed judgement concerning how to instruct the Plan
trustees to vote your shares, YOU SHOULD READ ALL PROXY MATERIALS CAREFULLY
AND THOROUGHLY. The Plan trustees make no recommendation with respect to your
voting decisions.
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION CARD
You may submit your voting instructions to the confidential vote processing
agent at any time, except that in order to be effective your instructions must
be received by not later than 5:00 p.m. Eastern daylight time on August 12,
1999. If CES receives more than one voting instruction card from you, the
instruction card bearing the latest date will be considered to have cancelled
all instruction cards bearing an earlier date. If more than one confidential
voting instruction card is received from you with the same date, CES will
consider the card bearing the latest postmark as controlling. You may request
additional confidential voting instructions cards at any time by contacting
CES at 412-262-1100.
If you have any questions regarding the procedures for instructing the Plan
trustees, please call Lois H. Demler at 716-689-5409.
Plan Trustees
July 15, 1999
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COLUMBUS McKINNON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTION CARD FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 16, 1999
The Trustees of the Columbus McKinnon Corporation Employee Stock Option Plan (the "ESOP") are hereby authorized to represent
and to vote as designated herein the shares of the undersigned held under the ESOP 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 voting instructions, to act
upon the following matters and upon such other business as may properly come before the meeting or any adjournment(s) thereof.
The Trustees make no recommendation with respect to voting your ESOP shares on any items
The Board of Directors recommends a vote "FOR" Proposal No. 1
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1. Election of Directors. FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below). for all nominees listed below.
Herbert P. Ladds, Jr. Timothy T. Tevens Robert L. Montgomery, Jr. Randolph A. Marks
L. David Black Carlos Pascual Richard H. Fleming
INSTRUCTION: To withold 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
(Continued and to be signed, on reverse side)
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The Board of Directors recommends a vote "AGAINST" Proposal No. 3
3. Proposal to rescind By-Law Amendments made by Columbus McKinnon Corporation's
Board of Directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the meeting.
WHEN PROPERLY EXECUTED, THIS VOTING INSTRUCTION WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE TRUSTEES WILL VOTE ANY ALLOCATED
ESOP SHARES "FOR" PROPOSALS NO. 1 AND NO. 2 AND "AGAINST" PROPOSAL NO. 3.
Dated: ________________________ 1999
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Signature
Please sign exactly as name appears.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. PLEASE
SIGN, DATE AND MAIL THE VOTING
INSTRUCTION CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
