COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228-1197
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PROXY STATEMENT
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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
December 28, 2000, at 10:00 a.m., local time, and at any adjournment or
adjournments thereof. The close of business on November 10, 2000 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 November 10,
2000, the Company had outstanding 14,896,172 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.
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. 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. Votes withheld will be counted in
determining the existence of a quorum, but will not be counted towards such
nominee's or any other nominee's achievement of plurality.
The execution of a proxy will not affect a shareholder's right to attend
the Annual Meeting and to vote in person. A shareholder who executes a proxy may
revoke it at any time before it is exercised by giving written notice to the
Secretary, by appearing at the Annual Meeting and so stating, or by submitting
another duly executed proxy bearing a later date.
This Proxy Statement and form of proxy is first being sent or given to
shareholders on November 24, 2000.
<PAGE>
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the Board of
Directors shall consist of not less than three nor more than nine Directors to
be elected at each annual meeting of shareholders and to serve for a term of one
year or until their successors are duly elected and qualified. Currently, the
Board of Directors is comprised of seven members.
Unless instructions to the contrary are received, it is intended that the
shares represented by proxies will be voted for the election as Directors of
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 and has been previously elected by the Company's
shareholders. If any of these nominees should become unavailable for election
for any reason, it is intended that the shares represented by the proxies
solicited herewith will be voted for such other person as the Board of Directors
shall designate. The Board of Directors has no reason to believe that any of
these nominees will be unable or unwilling to serve if elected to office.
The following information is provided concerning the nominees for Director:
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, R.P. Adams Company, Inc. and
Fibron Products, Inc.
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. and Delaware
North Companies, Inc.
L. DAVID BLACK has been a Director of the Company since 1995. Mr. Black has
been the Chairman of the Board of JLG Industries, Inc., a manufacturer of
construction equipment, since 1993. In addition, he served as its President from
1990 to 1999 and as its Chief Executive Officer from 1991 until September 2000.
CARLOS PASCUAL has been a Director of the Company since 1998. Since August
1999, Mr. Pascual has been Executive Vice President and President of Developing
Markets Operations for Xerox. From January 1999 to August 1999, he served as
Deputy Executive Officer of Xerox's 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.
2
<PAGE>
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, 2000, the Board of Directors held 13
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.
Black, Pascual and Fleming, all non-employee, independent, and financially
literate 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 2 meetings in fiscal
2000.
COMPENSATION AND NOMINATION/SUCCESSION COMMITTEE
The Compensation and Nomination/Succession Committee (the "Compensation
Committee") consists of Messrs. Marks, Pascual and Fleming, all non-employee
independent directors. The Compensation Committee held 6 meetings in fiscal
2000. 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 committee, the
functions of which are handled by the entire Board.
3
<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. 67 Chairman of the Board
Timothy T. Tevens 44 President, Chief Executive Officer and Director
Robert L. Montgomery, Jr. 62 Executive Vice President, Chief Financial
Officer and Director
Ned T. Librock 47 Vice President-Sales and Marketing
Karen L. Howard 38 Vice President-Controller
Joseph J. Owen 39 Vice President-Strategic Integration
Ernst K. H. Marburg 65 Vice President-Total Quality and Standards
Lois H. Demler 62 Corporate Secretary
Randolph A. Marks 64 Director
L. David Black 63 Director
Carlos Pascual 54 Director
Richard H. Fleming 52 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.
JOSEPH J. OWEN was appointed Vice President-Strategic Integration in August
1999. From April 1997 to August 1999, Mr. Owen was employed by the Company as
Corporate Director-Materials Management. Prior thereto, he was employed by
Ernst & Young LLP in various management consulting capacities.
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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.
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, 1998, 1999 and 2000 for the chief
executive officer and the other four most highly compensated executive officers
of the Company. The amounts shown include compensation for services in all
compensation capacities.
<TABLE>
<CAPTION>
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(1) SARS(2) COMPENSATION(3)
--------------------------- ---- ------ ----- ------------ --------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy T. Tevens, ......... 2000 $448,769 $ - $ - 2,488 54,000 $ 9,485
President and Chief ....... 1999 410,385 36,511 - - - 9,834
Executive Officer ......... 1998 220,000 75,000 - - - 31,952
- -
Robert L. Montgomery, Jr., . 2000 373,923 - - 2,417 - 12,238
Executive Vice President .. 1999 339,115 52,609 - - - 12,703
And Chief Financial Officer 1998 317,000 97,575 - - - 19,597
Ned T. Librock, ............ 2000 209,538 - 68,553(4) 1,386 36,000 15,316
Vice President - .......... 1999 195,905 34,272 - - - 14,938
Sales and Marketing ....... 1998 186,655 65,625 - - - 18,984
Karen L. Howard, ........... 2000 163,240 - - 1,031 36,000 15,474
Vice President - .......... 1999 144,636 23,125 - 8,500 - 13,154
Controller ................ 1998 124,999 43,630 - - - 14,559
Joseph J. Owen ............. 2000 160,500 - - 1,016 18,000 11,758
Vice President - .......... 1999 142,500 22,625 - - 1,000 7,460
Strategic Integration ..... 1998 122,500 1,050 - - - 1,166
----------------------------------------------------
</TABLE>
(1) Mr. Tevens was granted 2,488 shares of restricted Common Stock on June 10,
1999, which had a value on such date of $61,900. As of March 31, 2000, the
number of restricted shares of Common Stock held by Mr. Tevens was 2,488,
and the value of such restricted shares was $32,655. Mr. Montgomery was
granted 2,417 shares of restricted Common Stock on June 10, 1999, which had
a value on such date of $60,100, and a value as of March 31, 2000 of
$31,723. Mr. Librock was granted 1,386 shares of restricted Common Stock on
June 10, 1999, which had a value on such date of $34,500, 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. The restrictions on 5,100 of Mr.
Librock's restricted shares of Common Stock lapsed on July 31, 1999, on
which date such shares had a value of $116,981. As of March 31, 2000, the
number of restricted shares of Common Stock held by Mr. Librock was 13,286,
and the value of such restricted shares was $174,379. Ms. Howard was
granted 1,031 shares of restricted Common Stock on June 10, 1999, which had
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<PAGE>
a value on such date of $25,650, 8,500 shares of restricted Common Stock on
August 17, 1998, which had a value on such date of $196,563, and 8,500
shares of restricted Common Stock on June 1, 1995, which had a value on
such date of $107,875. As of March 31, 2000, the number of restricted
shares of Common Stock held by Ms. Howard was 18,031, and the value of such
restricted shares was $236,657. Mr. Owen was granted 1,016 shares of
restricted Common Stock on June 10, 1999, which had a value on such date of
$25,300, and 5,000 shares of restricted Common Stock on April 14, 1997,
which had a value on such date of $95,000. As of March 31, 2000, the number
of restricted shares of Common Stock held by Mr. Owen was 6,016, and the
value of such restricted shares was $78,960. 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 (3) below.
(2) Represents options granted to Messrs. Tevens and Librock, Ms. Howard and
Mr. Owen pursuant to the Company's Incentive Stock Option Plan (the
"Incentive Plan") in the amounts of 23,810, 22,345, 22,345, and 18,000,
respectively and options granted to Messrs. Tevens and Librock and Ms.
Howard pursuant to the Company's Non-Qualified Stock Option Plan (the
"Non-Qualified Plan") in the amounts of 30,190, 13,655, and 13,655,
respectively.
(3) Comprised of: (i) the value of shares of Common Stock allocated in fiscal
2000 under the Company's Employee Stock Ownership Plan (the "ESOP") to
accounts for Messrs. Tevens, Montgomery, Librock, Ms. Howard and Mr. Owen
in the amounts of $3,980, $6,750, $4,006, $3,179 and $2,945, respectively,
(ii) premiums for group term life insurance policies insuring the lives of
Messrs. Tevens, Montgomery, Librock, Ms. Howard and Mr. Owen in the amount
of $108 each, (iii) compensation in lieu of dividends on restricted shares
of Common Stock paid to Messrs. Tevens, Montgomery, Librock, Ms. Howard and
Mr. Owen in the amounts of $597, $580, $6,402, $7,387 and $4,038,
respectively and (iv) the Company's matching contributions under its 401(k)
plan for Messrs. Tevens, Montgomery, Librock, Ms. Howard and Mr. Owen in
the amounts of $4,800, $4,800, $4,800, $4,800 and $4,667, respectively.
(4) Represents tax reimbursement payments made by the Company to Mr. Librock in
fiscal 2000 to offset the income tax effects of the expiration of the
restrictions on 5,100 shares of restricted Common Stock granted to him in
fiscal 1995. See footnote (1) above.
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<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options to the named executives in fiscal 2000. 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
TOTAL OPTIONS POTENTIAL REALIZABLE VALUE
GRANTED TO EXERCISE AT ASSUMED ANNUAL RATES OF
OPTION EMPLOYEES IN PRICE PER EXPIRATION STOCK PRICE 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>
Timothy T. Tevens, .......... 54,000 11.06% $20.60 4/1/09 $699,840 $1,772,820
President and Chief
Executive Officer
Robert L. Montgomery, Jr., .. - - - - - -
Executive Vice President
And Chief Financial Officer
Ned T. Librock, ............. 36,000 7.38% 20.60 4/1/09 466,560 1,181,880
Vice President -
Sales and Marketing
Karen L. Howard, ............ 36,000 7.38% 20.60 4/1/09 466,560 1,181,880
Vice President - Controller
Joseph J. Owen .............. 18,000 3.69% 20.60 4/1/09 233,280 590,940
Vice President -
Strategic Integration
----------------------------------------------------
</TABLE>
(1) Options granted pursuant to the Incentive Plan and the Non-Qualified 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.
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<PAGE>
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 2000 and unexercised
options held at the end of fiscal 2000.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN THE MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(1)
-------------------------- ---------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Timothy T. Tevens,
President and Chief
Executive Officer ......... $ - $ - 46,500 57,500 $ - $ -
Robert L. Montgomery, Jr.,
Executive Vice President
and Chief Financial Officer - - - - - -
Ned T. Librock,
Vice President -
Sales and Marketing ...... - - 43,500 42,500 - -
Karen L. Howard,
Vice President -
Controller ................ - - 43,500 42,500 - -
Joseph J. Owen,
Vice President -
Strategic Integration ..... - - 3,500 15,500 - -
----------------------------------------------------
</TABLE>
(1) The closing market value of Common Stock as of March 31, 2000 of $13.125
was less than the exercise prices of the options.
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 2000, the
Company's cash contribution was $1,434,288. The ESOP trustees utilize the entire
contribution to make payments of principal and interest on the ESOP Loans.
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<PAGE>
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, 2000, the ESOP owned
approximately 1,496,109 shares of Common Stock. Common Stock allocated pursuant
to the ESOP to Messrs. Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen
as of March 31, 2000 is 3,847 shares, 13,582 shares, 3,927 shares, 1,033 shares
and 404 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 and Librock, Ms. Howard and Mr. Owen 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 $61,110,
$41,678, $56,077, $64,143 and $55,604, respectively.
NON-QUALIFIED STOCK OPTION PLAN. In October 1995, the Company adopted the
Columbus McKinnon Corporation Non-Qualified Stock Option Plan (the
"Non-Qualified Plan") and reserved, subject to certain requirements, an
aggregate of 250,000 shares of Common Stock for issuance thereunder. Under the
terms of the Non-Qualified Plan, options may be granted to officers and other
key employees of the Company as well as to non-employee directors and advisors.
In fiscal 2000, the Company granted options to purchase 120,020 shares of Common
Stock 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
2000 the Company granted options to purchase 361,390 shares of Common Stock
under the Incentive Plan.
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<PAGE>
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 2000, the Company awarded 60,700 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 the target bonus, 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 2000, bonuses earned under this plan by
Messrs. Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen were awarded in
the form of restricted stock as set forth in Note 1 to the Summary Compensation
Table.
401(K) PLAN. The Company maintains 401(k) retirement savings plans (the
"401(k) Plans") which cover all 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 an 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. Tevens, Montgomery and Librock, Ms. Howard,
Mr. Owen and certain other officers and employees of the Company. 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
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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.
STAY AGREEMENTS
In connection with its decision to examine various alternatives to enhance
shareholder value, the Company has entered into stay agreements (the "Stay
Agreements") with Messrs. Tevens, Montgomery and Librock, Ms. Howard, Mr. Owen
and certain other officers and employees of the Company. The Stay Agreements
provide for the maintenance of salary and benefits levels for such officers and
employees for a period of six months after the consummation of a "Sale" (as
defined in the Stay Agreements). In addition, each such officer or employee is
entitled to receive a bonus in the amount of $1,000,000, $700,000, $500,000,
$500,000 and $500,000 for Messrs. Tevens, Montgomery and Librock, Ms. Howard and
Mr. Owen, respectively, and ranging from $30,000 to $300,000 for other officers
and employees of the Company. An additional bonus may also be payable to Messrs.
Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen under the Stay
Agreements if the consideration to be received in connection with the Sale
exceeds certain limits. Payments under the Stay Agreements are contingent upon
the continued employment of the officer or employee through the closing date of
a Sale and are payable one-half on such closing date and one-half on the six
month anniversary of such closing; provided, however, that if the employment of
the officer or employee is terminated by such six month anniversary date, he or
she will not be entitled to receive the second payment due on such anniversary
date. Stay Agreements have been extended under the same terms and conditions
such that no payment under the Stay Agreements will be due and payable if a Sale
does not occur by (a) June 30, 2001 or (b) by September 30, 2001, provided that
on or before June 30, 2001 negotiations regarding a possible Sale to an
identified purchaser with the requisite financing are taking place.
For purposes of the Stay Agreements, a "Sale" is deemed to occur upon (a) a
sale of 90% or more of the Company's outstanding common stock or (b) the sale of
all or substantially all of the Company's assets.
11
<PAGE>
COMPENSATION AND NOMINATION/SUCCESSION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Company is administered by
the Compensation and Nomination/Succession Committee which currently consists of
three independent (non-employee) Directors. The Compensation and
Nomination/Succession Committee approves the compensation arrangements of the
Chief Executive Officer and other officers of the Company.
The following objectives, established by the Compensation and
Nomination/Succession 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 and
Nomination/Succession Committee responsibility for establishing and
administering the compensation programs for the Chief Executive Officer and
other executive officers.
The Compensation and Nomination/Succession 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 and Nomination/Succession Committee is assisted in these
efforts, when required by an independent outside consultant, and by the
Company's internal staff, who provide the Compensation and Nomination/Succession
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
a periodic 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 and Nomination/ Succession 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.
12
<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 and Nomination/Succession
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 and Nomination/Succession 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 and Nomination/Succession
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. These factors were accumulated by an
external compensation consulting firm and included comparisons of the Company's
fiscal 1999 financial statistics to peer companies, strategic achievements such
as acquisitions and their integration, comparisons of the base salary level to
the median for comparable companies in published compensation surveys, as well
as assessments prepared internally by other members of executive management. The
bonus cited below was based on the Company's consolidated EVA(R) performance for
fiscal 1999.
There was no adjustment to Mr. Tevens' base salary effective April 2000.
In fiscal 2000, Mr. Tevens received a bonus of 2,488 shares of restricted
stock based upon fiscal 1999 EVA(R) results.
13
<PAGE>
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 2000, 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 and Nomination/Succession 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.
Randolph A. Marks
Carlos Pascual
Richard H. Fleming
14
<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 PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
2/23/96 1996 1997 1998 1999 2000
------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Columbus McKinnon Corporation............. 100 107 121 190 141 93
S&P Midcap 400 Index...................... 100 105 116 173 166 230
Dow Jones Industrial - Diversified Index.. 100 107 125 182 180 207
</TABLE>
15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Nomination/Succession Committee is composed of
Randolph A. Marks, Carlos Pascual and Richard H. Fleming, each an outside
director of the Company. None of the members of the Compensation and
Nomination/Succession Committee was, during fiscal 2000 or prior thereto, an
officer or employee of the Company or any of its subsidiaries. In fiscal 2000,
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 and Nomination/Succession
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.
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, 2000 all Section
16(a) filing requirements applicable to its officers, Directors and greater than
10% beneficial owners were complied with.
16
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of September 30, 2000
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.
<TABLE>
<CAPTION>
NUMBER PERCENTAGE
OF SHARES(1) OF CLASS
DIRECTORS, OFFICERS AND 5% SHAREHOLDERS ------------ ----------
---------------------------------------
<S> <C> <C>
Herbert P. Ladds, Jr. (2)(3).......................... 918,610 6.17
Timothy T. Tevens (2)(4).............................. 74,644 *
Robert L. Montgomery, Jr. (2)(5)...................... 1,151,327 7.73
Randolph A. Marks (2)................................. 238,340 1.60
L. David Black (2).................................... 1,700 *
Carlos Pascual (2).................................... 1,500 *
Richard H. Fleming (2)................................ 1,500 *
Ned T. Librock (2)(6)................................. 66,968 *
Joseph J. Owen (2)(8) ................................ 13,562 *
Karen L. Howard (2)(7)................................ 63,829 *
Ernst K. H. Marburg (2)(9)............................ 18,295 *
Columbus McKinnon Corporation Employee Stock Ownership
Plan (2)............................................. 1,473,901 9.89
All Directors and Executive Officers as a Group
(12 persons)(10)..................................... 2,568,015 17.24
Capital Group International, Inc. (11) ............... 1,347,200 9.04
Columbus McKinnon Shareholder Committee (12).......... 1,245,545 8.36
Gilchrist B. Berg (13)................................ 1,015,292 6.82
--------
</TABLE>
* 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) 735,355 shares of Common Stock owned directly, (ii) 163,705
shares of Common Stock owned directly by Mr. Ladds' spouse, and (iii)
19,550 shares of Common Stock held by Mr. Ladds' spouse as trustee for the
grandchildren of Mr. Ladds.
(4) Includes (i) 17,247 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) 3,847 shares of Common Stock
allocated to Mr. Tevens' ESOP account and (v) 42,354 shares of Common Stock
issuable under currently exercisable options granted to Mr. Tevens under
the Incentive Plan and 4,146 shares of Common Stock issuable under
currently exercisable options granted to Mr. Tevens under the Non-Qualified
Plan. Excludes 31,456 shares of Common Stock issuable under options granted
to Mr. Tevens under the Incentive Plan and 26,044 shares of Common Stock
issuable under options granted to Mr. Tevens under the Non-Qualified Plan
which are not exercisable within 60 days.
(5) Includes (i) 1,052,745 shares of Common Stock owned directly, (ii) 85,000
shares of Common Stock owned directly by Mr. Montgomery's spouse and (iii)
13,582 shares of Common Stock allocated to Mr. Montgomery's ESOP account.
Excludes 1,460,319 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) 19,390 shares of Common Stock owned directly, (ii) 152 shares
of Common Stock owned by Mr. Librock's son, (iii) 3,926 shares of Common
Stock allocated to Mr. Librock's ESOP account and (iv) 42,354 shares of
Common Stock issuable under currently exercisable options granted to Mr.
Librock under the Incentive Plan and 1,146 shares of Common Stock issuable
under currently exercisable options granted to Mr. Librock under the
Non-Qualified Plan. Excludes 29,991 shares of Common Stock issuable under
options granted to Mr. Librock under the Incentive Plan and 12,509 shares
of Common Stock issuable under options granted to Mr. Librock under the
Non-Qualified Plan which are not exercisable within 60 days.
17
<PAGE>
(7) Includes (i) 19,296 shares of Common Stock owned directly, (ii) 1,033
shares allocated to Ms. Howard's ESOP account, and (iii) 42,354 shares of
Common Stock issuable under currently exercisable options granted to Ms.
Howard under the Incentive Plan and 1,146 shares of Common Stock issuable
under currently exercisable options granted to Ms. Howard under the
Non-Qualified Plan. Excludes (i) 1,472,868 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) 29,991 shares
of Common Stock issuable under options granted to Ms. Howard under the
Incentive Plan and 12,509 shares of Common Stock issuable under options
granted to Ms. Howard under the Non-Qualified Plan which are not
exercisable within 60 days.
(8) Includes (i) 8,383 shares of Common Stock owned directly, (ii) 1,275 shares
of Common Stock owned by Mr. Owen's spouse, (iii) 404 shares of Common
Stock allocated to Mr. Owen's ESOP account, and (iv) 3,500 shares of Common
Stock issuable under currently exercisable options granted to Mr. Owen
under the Incentive Plan. Excludes 15,500 shares of Common Stock issuable
under options granted to Mr. Owen under the Incentive Plan.
(9) Includes (i) 9,282 shares of Common Stock owned directly, (ii) 6,263 shares
of Common Stock allocated to Mr. Marburg's ESOP account, and (iii) 2,750
shares of Common Stock issuable under currently exercisable options granted
to Mr. Marburg under the Incentive Plan. Excludes 11,750 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 142,000 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 34,493 shares allocated to the
respective ESOP accounts of the executive officers of the Company and (ii)
options to purchase an aggregate of 181,000 shares of Common Stock issued
to certain executive officers under the Incentive Plan and Non-Qualified
Plan, none of which are exercisable within 60 days.
(11) Based on information set forth in Schedule 13G filed with the Commission by
Capital Group International, Inc. on February 10, 2000.
(12) Based on information set forth in Schedule 13D filed with the Commission on
May 6, 1999 and as amended. 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.
(13) Based on information set forth in Schedule 13G filed with the Commission by
Gilchrist B. Berg on June 29, 2000. The stated business address for Mr.
Berg is 225 Water Street, Suite 1987, Jacksonville, Florida 32202
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.
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.
18
<PAGE>
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, 2000.
Representatives of Ernst & Young LLP are expected to be present at the
2000 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, 2000, 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 November 10, 2000, the person making the
request was a beneficial owner of securities entitled to vote at the Annual
Meeting of Shareholders.
SHAREHOLDERS' PROPOSALS
In order to be considered for inclusion in the Company's Proxy Statement
and form of proxy relating to the Company's 2001 Annual Meeting, proposals of
shareholders intended to be presented at such Annual Meeting must be received
by the Company by March 12, 2001, which date the Company believes reflects a
reasonable time period prior to the printing and mailing of the proxy materials
for the 2001 Annual Meeting which the Company anticipates will occur on or
about August 20, 2001. 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 2001 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 2001 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: November 15, 2000
19
<PAGE>
PROXY
COLUMBUS MCKINNON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 28, 2000
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 December 28, 2000 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.
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below
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 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:
-----------------------------
-----------------------------
2. 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" PROPOSAL NO. 1.
Dated: ______________, 2000
----------------------------------------------
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.
<PAGE>
COLUMBUS MCKINNON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTION CARD FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 28, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Trustees of the Columbus McKinnon Corporation Employee Stock Ownership
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 December 28, 2000 at 10:00 a.m., local time, and any adjournment(s)
thereof revoking all previous voting instructions, 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 TRUSTEES MAKE NO RECOMMENDATION WITH RESPECT TO VOTING YOUR ESOP SHARES ON
ANY ITEMS
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below
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 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:
-----------------------------
-----------------------------
2. In their discretion, the Proxies 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" PROPOSAL NO. 1.
Dated: ______________, 2000
----------------------------------------------
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 PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
