SCHEDULE 14A INFORMATION
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
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Manitowoc Company, Inc.
________________________________________________________________
(Name of Registrant as Specified in its Charter)
The Manitowoc Company, Inc.
_________________________________________________________________
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] 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:
_______________________________________________________
(2) Aggregate number of securities to which transactions
applies:
________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (*1)
_________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________
[_] 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 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:
__________________________________________________________
(2) Form, schedule or registration statement no.:
__________________________________________________________
(3) Filing party:
__________________________________________________________
(4) Date filed:
__________________________________________________________
(*1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
September 30, 1994
Dear Shareholder:
You are hereby notified that the 1994 Annual Meeting of
Shareholders of The Manitowoc Company, Inc. will be held at 9:00 A.M.,
November 1, 1994 at the Company's South Works facility located at 2401
South 30th Street, Manitowoc, Wisconsin.
Whether or not you are able to attend the 1994 Annual Meeting, we
welcome your questions and comments about the Company. In order to
make the best use of time at the meeting, we would appreciate your
submitting any questions or comments in writing in advance of the
meeting so they may be answered more completely at the meeting. We
prefer that verbal questions at the meeting pertain only to those
issues covered during the management discussion at the meeting.
If you wish to make a comment or ask a question in writing, we
would appreciate receiving it by October 21st.
Sincerely,
E. Dean Flynn
Secretary
THE MANITOWOC COMPANY, INC.
700 East Magnolia Avenue, Suite B
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(414) 684-4410
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
THE MANITOWOC COMPANY, INC.
Notice is hereby given that the Annual Meeting of Shareholders of
The Manitowoc Company, Inc. (the "Company"), a Wisconsin corporation,
will be held at the Company's South Works facility located at 2401
South 30th Street, Manitowoc, Wisconsin, on Tuesday, November 1, 1994,
at 9:00 A.M., Central Standard Time, for the following purposes:
1.To elect two directors of the Company as described in the
accompanying proxy statement; and
2.To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on August
24, 1994, as the record date for determination of the shareholders
entitled to notice of, and to vote at, the Annual Meeting.
Shareholders are cordially invited to attend the Annual Meeting.
However, whether or not you expect to attend the Annual Meeting in
person, you are requested to complete, date, sign, and promptly return
the enclosed proxy card using the enclosed self-addressed envelope
which requires no postage if mailed in the United States.
By Order of the Board of Directors
E. DEAN FLYNN
Secretary
Manitowoc, Wisconsin
September 30, 1994
THE MANITOWOC COMPANY, INC.
700 East Magnolia Avenue, Suite B
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(414) 684-4410
PROXY STATEMENT
Accompanying this proxy statement is a Notice of Annual Meeting
of Shareholders and a form of proxy for such Annual Meeting solicited
by the Board of Directors of The Manitowoc Company, Inc. (the
"Company"). A copy of the Annual Report to Shareholders, containing
financial statements for the year ended July 2, 1994, is also
enclosed. Such Annual Report is neither a part of this proxy
statement nor incorporated herein by reference. The approximate date
on which the proxy statement and the enclosed form of proxy are first
being sent or given to shareholders is September 30, 1994.
On August 24, 1994, the record date for shareholders entitled to
vote at the Annual Meeting, there were outstanding 7,769,925 shares of
Company Common Stock, $.0l par value per share (the "Common Stock").
Each such share outstanding on the record date is entitled to one vote
on all matters presented at the meeting.
Any shareholder entitled to vote may vote in person or by duly
executed proxy. A proxy may be revoked at any time before it is
exercised by filing a written notice of revocation with the Secretary
of the Company, by delivering a duly executed proxy bearing a later
date or by voting in person at the Annual Meeting. The shares
represented by all properly executed unrevoked proxies received in
time for the Annual Meeting will be voted as specified on such
proxies. The cost of soliciting proxies will be borne by the Company.
Solicitation will be made by mail, but in addition may be made by
telephone by certain officers and employees of the Company. The
Company has retained the services of Georgeson & Company Inc. to
assist in the solicitation of proxies for an anticipated cost to the
Company of $7,500, plus out-of-pocket expenses. The Company will
request persons holding shares in their names for the benefit of
others, or in the names of their nominees, to obtain proxies from and
send proxy material to their principals and will reimburse such
persons for their expenses in so doing.
To be effective, a matter presented for a vote of shareholders at
the Annual Meeting must be acted upon by a quorum (i.e., a majority of
the votes entitled to be cast represented at the Annual Meeting in
person or by proxy). Shares for which authority is withheld to vote
for director nominees and broker non-votes (i.e., proxies from brokers
or nominees indicating that such persons have not received
instructions from the beneficial owners or other persons entitled to
vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be counted
toward the quorum requirement. Once a share is represented at the
meeting, it is deemed present for quorum purposes throughout the
meeting or any adjourned meeting unless a new record date is or must
be set for the adjourned meeting.
Directors are elected by a plurality of the votes cast by the
shares entitled to vote at the Annual Meeting at which a quorum is
present. A plurality means that the individuals with the largest
number of votes are elected as directors up to the maximum number of
directors to be chosen at the election (two). Votes attempted to be
cast against a director nominee are not given legal effect and are not
counted as votes cast in an election of directors. Any shares not
voted, whether by withheld authority, broker non-vote or otherwise,
will have no effect on the election of directors except to the extent
that the failure to vote for an individual results in another nominee
receiving a larger number of votes.
FISCAL YEAR CHANGE
On August 9, 1994, the Board of Directors approved an amendment
to the Company's By-Laws changing the Company's fiscal year end from
the Saturday which falls upon or is nearest to June 30 of each
calendar year to December 31 of each calendar year. The report
covering the transition period from July 3, 1994 through December 31,
1994 will be filed by the Company on Form 10-Q. Any reference to
fiscal year 1994 in this proxy statement refers to the fiscal year
ended July 2, 1994.
Due to the change in the Company's fiscal year end, it is
presently anticipated that the 1995 Annual Meeting of Shareholders
will be combined with the 1996 Annual Meeting to be held in May, 1996.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth the beneficial ownership (as that
term is defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of Common Stock by each person known to
management to be the beneficial owner of more than 5% of such stock,
each continuing director and director nominee of the Company, each
executive officer of the Company named in the Summary Compensation
Table below and by the directors and executive officers of the Company
as a group, as of September 8, 1994, unless otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
___________________________________________________________________
<S> <C> <C>
Quest Advisory Corp.
1414 Avenue of the Americas
New York, NY 10019 .......... 509,400 (2) 6.56%
Dean H. Anderson ............... 400 *
Fred M. Butler ................. 14,541 (3)(4) *
E. Dean Flynn .................. 484 (5) *
Robert R. Friedl ............... 1,983 (4)(6) *
Philip D. Keener ............... 1,595 (4) *
James P. McCann ................ 1,194 *
George T. McCoy ................ 6,000 *
Guido R. Rahr, Jr. ............. 3,419 *
Gilbert F. Rankin, Jr. ......... 6,873 *
Robert K. Silva ................ 5,559 (4) *
Robert S. Throop ............... 4,128 *
All Executive Officers and Directors
as a group (11 persons) ..... 88,194 (7) 1.13%
____________________________
<FN>
*Less than 1%.
(1) Unless otherwise noted, the specified persons have sole voting
power and sole dispositive power as to the indicated shares.
(2) As reported on Amendment No. 1 to Schedule 13G, dated December
31, 1993. Includes 17,200 shares held by Quest Management Company,
an affiliate of Quest Advisory Corp. Mr. Charles M. Royce may be
deemed to be a controlling person of Quest Advisory Corp. and Quest
Management Company. As such, Mr. Royce may be deemed to
beneficially own the shares of Common Stock held by Quest Advisory
Corp. and Quest Management Company. Mr. Royce disclaims beneficial
ownership of all such shares.
(3) Includes 5,000 shares as to which voting and investment power is
shared with spouse.
(4) For the following executive officers, includes the indicated
shares which are held in their respective RSVP Profit Sharing Plan
accounts, as to which they have sole voting power and shared
investment power: Fred M. Butler - 1,572; Robert R. Friedl - 648;
Philip D. Keener - 436; and Robert K. Silva - 450.
(5) Represents shares held in E. Dean Flynn's RSVP Profit Sharing
Plan account, as to which he has sole voting power and shared
investment power.
(6) Includes 200 shares as to which voting and investment power is
shared with spouse.
(7) Includes 5,200 shares as to which voting and investment power is
shared, 33,350 shares held by the RSVP Profit Sharing Plan Trust,
for which there is sole voting power as to 3,590 shares and shared
investment power (by virtue of the Plan's administration by an
investment committee of executive officers) as to all such shares,
and 12,258 shares held by the Deferred Compensation Plan Trust, as
to which the Company's Treasurer has sole voting and shared
investment power.
</TABLE>
Pursuant to Section 16 of the Securities Exchange Act of 1934,
the Company's executive officers and directors, and holders of more
than 10% of the Common Stock, are required to file reports of their
trading in equity securities of the Company with the Securities and
Exchange Commission (the "Commission") and the Company. Based solely
on its review of the copies of such reports received by it and written
representations that no other reports were required, the Company
believes that during fiscal year 1994 its executive officers,
directors and more than 10% shareholders complied with all such
applicable filing requirements.
1. ELECTION OF DIRECTORS_____________________________________________
The Board of Directors consists of eight directors. Directors of
the Company are divided into three classes, two of which are composed
of three directors and one of which is made up of two directors.
Directors are elected to serve three year terms and until their
successors are elected and qualified, with the respective terms of all
directors of one class expiring at each annual meeting of
shareholders.
Two Directors are to be elected at the 1994 Annual Meeting. Due
to the recent change in the Company's fiscal year and the resulting
anticipated deferral of the 1995 Annual Meeting, the two director
nominees will serve terms expiring at the third Annual Meeting of
Shareholders following their election (presently anticipated to be
May, 1998), and until their successors have been elected and
qualified. Continuing directors whose terms were to expire at the
November, 1995 and November, 1996 Annual Meetings will continue to
serve as directors of the Company until the 1996 and 1997 Annual
Meetings, respectively, and until their successors have been elected
and qualified. The names of the nominees of management and the
continuing Board members, as well as additional information regarding
such persons, are set forth below. Each person so named is presently
serving as a director of the Company.
It is intended that the shares represented by proxies in the
accompanying form will be voted for the election of the nominees
listed below, unless a contrary direction is indicated. If any of the
nominees should be unable to serve, an eventuality which management
does not contemplate, the proxies may be voted for the election of
such other person or persons as management may recommend.
<TABLE>
<CAPTION>
The Board of Directors recommends election of the nominees
whose names follow.
Year First
Position with Elected or
Company or Other Appointed
Name Occupation Director
________________________________________________________________________________________________________________________________
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
For Terms Expiring At The 1998 Annual Meeting
<S> <C> <C>
Gilbert F. Rankin, Jr. Retired (9/87); former Administrative Director,
(Age 62) College of Engineering, Cornell University, Ithaca, NY (1)(2) ........................ 1974
Robert K. Silva Executive Vice President and Chief Operating Officer
(Age 66) (since 7/94) and Vice President (5/92-7/94) of the
Company; previously President and General Manager
(8/90-7/94) and Executive Vice President and General Manager
(8/89-7/90) of Manitowoc Equipment Works, a division of the Company .................. 1990
Year First
Position with Elected or
Company or Other Appointed
Name Occupation Director
________________________________________________________________________________________________________________________________
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring At The 1997 Annual Meeting
Fred M. Butler President and Chief Executive Officer (since 7/90), Senior Vice
(Age 59) President and Chief Operating Officer (3/89-7/90) and Manager of
Administration (9/88-3/89) of the Company (3) ........................................ 1990
George T. McCoy Retired (4/86); former Chairman of the Board (1985-
(Age 74) 4/86) and Chairman of the Board and Chief Executive Officer
(1982-1985) of Guy F. Atkinson Company, San Bruno, CA
(industrial and heavy construction) (1)(2)(3) ........................................ 1986
Guido R. Rahr, Jr. Chairman of the Board (since 11/93) and Chairman of
(Age 66) the Board and Chief Executive Officer (9/87-11/93)
of Rahr Malting Co., Minneapolis, MN (manufacturer of barley malt) (1) ............... 1980
Terms Expiring At The 1996 Annual Meeting
Dean H. Anderson President (since 1/90) of Foster Valve Corporation,
(Age 54) Houston, TX (oilfield manufacturer); previously
President and Chief Executive Officer (9/88-12/89)
of Steego Corporation, West Palm Beach, FL
(distributor and manufacturer of auto parts,
machine tools and agricultural equipment) (1) ........................................ 1992
James P. McCann Retired (12/92); former Vice Chairman, President and
(Age 64) Chief Operating Officer (3/91-12/92) and President and
Chief Operating Officer (9/90-3/91) of Bridgestone/Firestone,
Inc., Nashville, TN (tire manufacturer); previously Executive
Vice President (11/89-9/90) of North American Tire for
Bridgestone/Firestone, Inc., Akron, OH and President and
Chief Executive Officer (8/88-5/90) of Bridgestone (U.S.A.) Inc.,
Nashville, TN (1)(3) ................................................................. 1990
Robert S. Throop Chairman of the Board and Chief Executive Officer (since 12/84)
(Age 57) and President and Chief Executive Officer (10/72-12/84) of
Anthem Electronics, Inc., San Jose, CA (manufacturer and
distributor of electronic products) (1)(2) ........................................... 1992
____________________________
<FN>
(1) Member of Audit Committee.
(2) Member of Compensation and Benefits Committee.
(3) Member of Executive Committee.
</TABLE>
BOARD COMMITTEES
The Company has standing Audit, Compensation and Benefits, and
Executive Committees of the Board of Directors. There is no standing
Nominating Committee. During the fiscal year ended July 2, 1994,
there were two meetings of the Audit Committee, two meetings of the
Compensation and Benefits Committee and one meeting of the Executive
Committee.
The Audit Committee reviews the scope and timing of the audit of
the Company's financial statements by the Company's independent
accountants and reviews with the independent accountants the Company's
management policies and procedures with respect to internal auditing
and accounting controls. The Compensation and Benefits Committee
determines the compensation of the Company's executive officers,
reviews management's recommendations as to the compensation of other
key personnel and administers the Company's Economic Value Added
Compensation Plan (the "EVA Plan"). The Executive Committee
discharges certain of the responsibilities of the Board of Directors
when the Board is not in session and is also charged with reviewing
and making recommendations concerning proposed major corporate
transactions.
NUMBER OF BOARD MEETINGS AND ATTENDANCE
During the fiscal year ended July 2, 1994, four meetings of the
Board of Directors were held at which the aggregate attendance for all
directors as a group was 94%. All directors attended 75% or more of
the aggregate of the total number of Board meetings held and the total
number of meetings of all committees on which they served, except Dean
H. Anderson and Robert S. Throop.
COMPENSATION OF DIRECTORS
Each non-employee director is paid an annual retainer of $25,000
and an additional fee of $1,000 for each meeting of the Board of
Directors and any committee thereof attended.
Under the Company's Deferred Compensation Plan, each non-employee
director may elect to defer all or any part of his annual retainer and
meeting fees for future payment upon death, disability, termination of
service as a director, a date specified by the participant or the
earlier of any such date to occur. A participating non-employee
director may elect to have his deferred compensation credited to two
accounts, the value of which are based upon investments in Common
Stock and a balanced fund mutual fund, respectively. Distributions
with respect to the stock account will be made in shares of Common
Stock. Other account distributions will be made in cash. Upon a
change in control, all restrictions on the distribution of deferred
compensation are automatically terminated and the participant would
promptly receive the full balance of his account.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years indicated,
each component of compensation paid or earned for services rendered in
all capacities for the Chief Executive Officer and for each of the
four other most highly compensated executive officers of the Company
whose cash compensation exceeded $100,000 during fiscal 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
All Other
Name and Annual Compensation Compensation
Principal Position Year Salary ($) Bonus ($) ($)
(1) (1)(2) (3)(4)
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Fred M. Butler .................... 1994 300,000 201,600 1,798
President and Chief Executive 1993 269,246 20,000 23,895
Officer 1992 250,016 0
Robert K. Silva ................... 1994 175,000 113,362 31,145
Executive Vice President and 1993 175,064 84,755 21,900
Chief Operating Officer 1992 153,387 79,603
Robert R. Friedl .................. 1994 130,000 72,800 16,479
Vice President and Chief 1993 130,000 75,176 17,222
Financial Officer 1992 117,895 0
Philip D. Keener .................. 1994 91,800 36,691 9,807
Treasurer 1993 86,060 32,720 10,023
1992 80,740 0
E. Dean Flynn (5) ................. 1994 81,600 32,614 8,604
Secretary 1993 66,844 28,906 6,801
________________________________
<FN>
(1) Compensation deferred at the election of an executive officer
pursuant to the Company's Deferred Compensation Plan is included in
the year earned. Under such Plan, an executive officer may elect
to defer up to 40% of base compensation and up to 100% of any
incentive compensation.
(2) Reflects bonus earned under the EVA Plan during the fiscal year
ended July 2, 1994 and paid in August, 1994.
(3) The 1994 amounts represent the Company's contributions to the
RSVP Profit Sharing Plan as follows: Fred M. Butler - $0, Robert
K. Silva - $20,718, Robert R. Friedl - $14,731, Philip D. Keener -
$8,456 and E. Dean Flynn - $7,139; premiums paid by the Company
relating to key man term life insurance as follows: Fred M. Butler -
$1,085, Robert K. Silva - $843, Robert R. Friedl - $1,085, Philip
D. Keener - $1,112 and E. Dean Flynn - $1,112; and Company
contributions to the Deferred Compensation Plan as follows: Fred
M. Butler - $713, Robert K. Silva - $9,584, Robert R. Friedl -
$663, Philip D. Keener - $239 and E. Dean Flynn - $353.
(4) In accordance with the Commission's transition provisions
applicable to disclosure of executive officer compensation, amounts
are excluded for the Company's 1992 fiscal year.
(5) Mr. Flynn became an executive officer of the Company in February,
1993.
</TABLE>
As described in more detail in the "Report of the Compensation
and Benefits Committee on Executive Compensation" below, the EVA Plan
requires that bonuses payable to executive officers in excess of their
target bonuses be banked and remain at risk. Thirty-three percent of
a positive "bonus bank" balance is paid out at the end of each year.
A negative bonus in any year is subtracted from the outstanding bonus
bank balance. The amounts of the banked contingent incentive
compensation awarded for fiscal 1994 to the executive officers named
in the Summary Compensation Table are as follows:
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
Performance or Estimated Future Payouts Under
Other Period Non-Stock Price-Based Plans
Amount Banked Until Maturation
Name ($) or Payout Minimum ($) Maximum ($)
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Fred M. Butler 43,200 1994-1997 0 43,200
Robert K. Silva 54,668 1994-1997 0 54,668
Robert R. Friedl 15,600 1994-1997 0 15,600
Philip D. Keener 7,862 1994-1997 0 7,862
E. Dean Flynn 6,989 1994-1997 0 6,989
</TABLE>
REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION
OVERVIEW
The Company's Compensation and Benefits Committee (the
"Committee"), which is comprised of three outside directors of the
Company, is responsible for considering and approving compensation
arrangements for senior management of the Company, including the
Company's executive officers. The goals of the Committee in
establishing annual compensation for senior management are as follows:
(i) to attract and retain key executives who will assure real growth
of the Company and its operating subsidiaries and divisions; and (ii)
to provide strong financial incentives, at a reasonable cost to the
Company's shareholders, for senior management to enhance the long-term
value of the shareholders' investment in the Company.
Executive compensation consists of two main components:
* Base salary compensation
* Economic Value Added Plan compensation.
BASE SALARY
Base salary compensation is set to be competitive with comparable
positions at other industrial companies of similar size. The
Committee references surveys of companies in the Midwest by a major
accounting firm and sets base proposed salaries at a level about equal
to the midpoint of those surveys. Base salaries of individual
executive officers can vary from this salary benchmark based on a
subjective analysis of such factors as the scope of the executive
officer's experience, current performance and future potential.
THE ECONOMIC VALUE ADDED COMPENSATION PROGRAM
The EVA Plan is an incentive compensation program, first
effective during the 1994 fiscal year, which provides for annual
bonuses for all executive officers of the Company, and certain other
officers and key employees of the Company and its subsidiaries, if
their performance adds value for Company shareholders. The
Committee's objective under the EVA Plan is to provide an incentive
share portion of compensation which will result in higher total
compensation opportunities than the median total compensation of peer
companies in years in which the Company performs well. Similarly, the
incentive share portion of compensation payable to EVA Plan
participants is expected to result in lower total compensation
opportunities than the median total compensation of comparable
companies in years when the Company performs poorly.
Bonuses payable under the new program are determined based on
improvements in Economic Value Added ("EVA"), which is a technique
developed by Stern Stewart & Co., a financial consulting firm based in
New York, that measures the economic profit generated by a business.
EVA is equal to the difference between (i) net operating income,
defined as operating income adjusted to eliminate the impact of
certain accounting charges such as good-will and bad debt reserve
expenses, and (ii) a capital charge, defined as capital employed times
the weighted average cost of capital.
Participants are divided into five classifications which have
target bonus levels ranging from 15% to 60% of base salary. It is
intended that the assignment of a particular classification correspond
with a position's relative effect on the Company's performance.
Under the EVA Plan, bonuses are awarded to each Plan participant
based on the improvement in EVA for the participant's business unit.
To measure the improvement (or deterioration) in EVA, an EVA target is
set yearly for each business unit based on the average of the prior
fiscal year's target and actual EVA plus the expected improvement in
EVA for the current fiscal year. If the annual improvement in EVA is
in excess of the targeted improvement, the bonus calculation will
produce an amount in excess of the participant's target bonus. If the
annual improvement in EVA is less than the targeted improvement, the
bonus calculation will produce an amount less than the individual's
target bonus. Bonuses payable under the EVA Plan are not subject to
any minimum or maximum. In fiscal 1994, the Company exceeded its EVA
target resulting in Plan compensation of 135.8% of target.
In order to encourage a long-term commitment by executive
officers and other key employees to the Company and its shareholders,
the EVA Plan requires that any bonus earned in a given year in excess
of the target bonus be deferred in a "bonus bank" for possible future
payout by the Company. Thirty-three percent of a positive bonus bank
balance is paid out at the end of each year. Consequently, the total
bonus payable in any given period consists of the individual's target
bonus, plus (or minus) the participant's fixed share of EVA
improvement and plus (or minus) a portion of the bonus bank balance.
A bonus bank account is considered "at risk" in the sense that in any
year EVA performance results in a bonus amount which is negative, the
negative bonus amount is subtracted from the outstanding bonus bank
balance. In the event that the outstanding bonus bank balance at the
beginning of the year is negative, the bonus paid for that year is
limited to the aggregate of thirty-three percent of the positive bonus
earned up to the target bonus and thirty-three percent of any positive
bonus bank balance after applying the remaining portion of the bonus
earned for the year against the negative balance in the bonus bank.
The executive is not expected to repay negative balances in the bonus
bank. In the event that an executive voluntarily terminates
employment with the Company, the bonus bank balance is subject to
forfeiture.
CHIEF EXECUTIVE OFFICER COMPENSATION
The factors that are used to determine the annual base salary and
incentive compensation of Mr. Fred M. Butler, the Company's Chief
Executive Officer ("CEO"), are the same as those described above for
all executive officers. In fiscal 1994, Mr. Butler's base salary
remained at $300,000, which the Committee determined to be appropriate
based upon the midpoint salary compensation of other CEOs of similar
sized industrial companies as determined by the above-mentioned salary
surveys as well as a subjective evaluation of Mr. Butler's individual
and the Company's overall performance. Mr. Butler's EVA target bonus
level for fiscal 1994 was 60% of base salary. As a result of the
Company achieving EVA Plan results in excess of targeted goals, Mr.
Butler was paid incentive compensation of $201,600 and $43,200 was
added to his bonus bank.
Compensation and Benefits Committee
George T. McCoy
Gilbert F. Rankin, Jr.
Robert S. Throop
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total
shareholder return, including reinvestment of dividends on a quarterly
basis, of Company Common Stock against the cumulative total returns of
the Standard and Poor's ("S&P") 500 Composite Stock Index and the S&P
Diversified Machinery Stock Index. The graph assumes $100 was
invested on June 30, 1989 in Company Common Stock, the S&P 500
Composite Stock Index and the S&P Diversified Machinery Stock Index.
<TABLE>
<CAPTION>
Comparison of Five Year Cumulative Total Return
The Manitowoc Company, Inc.; S&P 500;
and S&P Diversified Machinery
(PERFORMANCE GRAPH APPEARS HERE)
6/89 6/90 6/91 6/92 6/93 6/94
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Manitowoc Company $100.00 $ 95.93 $ 95.75 $117.66 $176.23 $141.26
S&P 500 $100.00 $116.39 $124.99 $141.69 $160.92 $163.25
S&P Machinery $100.00 $119.90 $115.29 $112.42 $150.86 $163.22
</TABLE>
CONTINGENT EMPLOYMENT AGREEMENTS
The Company has entered into Contingent Employment Agreements
(the "Employment Agreements") with Messrs. Butler, Flynn, Friedl,
Keener and Silva and certain other key executives of the Company and
certain subsidiaries. The Employment Agreements provide that in the
event of a change in control of the Company, as defined therein, each
executive shall continue to be employed by the Company for a period
of three years thereafter. Under the Employment Agreements, each
executive shall remain employed at the same position held as of the
change in control date, and shall receive a salary at least equal to
the salary in effect as of such date, plus all bonuses, incentive
compensation and other benefits extended by the Company to its
executive officers and key employees. The Employment Agreements
terminate prior to the end of the three year period noted above if
the executive first attains the age of 65, voluntarily retires from
the Company or is terminated by the Company "for cause," as defined
therein. The Employment Agreements are terminable by either party at
any time prior to a change in control.
F. M. BUTLER SUPPLEMENTAL RETIREMENT AGREEMENT
The Company has entered into a Supplemental Retirement Agreement
(the "Retirement Agreement") with Mr. Fred M. Butler providing for
certain monthly payments upon his retirement from the Company, with
such benefits to vary depending upon the timing and nature of his
retirement. If his retirement occurs subsequent to attaining the age
of 65, Mr. Butler will receive an annual benefit (payable in twelve
monthly installments) equal to 50% of his average yearly salary over
a specified period prior to retirement reduced by the amount of
pension benefits received by Mr. Butler from his former employer (the
"Monthly Benefit"). If Mr. Butler retires after attaining age 60 but
prior to attaining age 65, he will receive the Monthly Benefit
reduced by one-half of 1% for each full month by which his employment
with the Company terminated prior to his attainment of age 65 (the
"Reduced Monthly Benefit"). If Mr. Butler dies before attaining the
age of 60, or if he is terminated for other than cause (as defined in
the Retirement Agreement) prior to attaining the age of 60, he shall
receive the Reduced Monthly Benefit.
Upon termination by the Company of Mr. Butler's employment for
other than cause prior to his attainment of age 60 but on or after a
change in control (as defined in the Retirement Agreement), he shall
be paid 70% of the Monthly Benefit. All payments to Mr. Butler
shall be made in the form of a joint and 100% survivor annuity such
that the annuity will be payable to Mr. Butler during his lifetime,
and upon his death to his spouse for her lifetime. The Retirement
Agreement and the benefits payable thereunder shall at all times be
unfunded and the rights of Mr. Butler that of an unsecured creditor.
2. MISCELLANEOUS ___________________________________________________
Management knows of no business which will be presented for
action at the Annual Meeting other than the election of two
directors. If other matters do come before the Annual Meeting, it is
intended that the proxy shall be voted in accordance with the
judgment of the person or persons exercising authority conferred by
the proxy.
The Company has retained Arthur Andersen LLP as its independent
public accountants. A representative of Arthur Andersen LLP is
expected to be present at the Annual Meeting to respond to
appropriate questions and to make a statement if he or she desires to
do so.
1996 ANNUAL MEETING
Shareholders intending to submit proposals to be considered for
inclusion in the proxy statement and form of proxy for the combined
1995/1996 Annual Meeting of Shareholders must submit such proposals
in writing, mailed or delivered, to the Secretary of the Company, so
as to be received prior to December 7, 1995.
Shareholders wishing to propose any floor nominations for
directors or floor proposals at the combined 1995/1996 Annual Meeting
of Shareholders must provide notice thereof, containing certain
specified information as required by the Company's By-Laws, to the
Company's Secretary at the principal executive offices of the
Company, so as to be received not less than 50 nor more than 75 days
prior to such annual meeting.
It is important that proxies be returned promptly. Whether or
not you expect to attend the Annual Meeting in person, you are
requested to complete, date, sign, and return the proxy card as soon
as possible.
By Order of the Board of Directors
Manitowoc, Wisconsin E. DEAN FLYNN
September 30, 1994 Secretary
The Manitowoc Company, Inc.
Proxy Solicited on Behalf of the Board of Directors
for Annual Meeting of Shareholders on November 1, 1994
P The undersigned holder of Common Stock of The Manitowoc Company, Inc.
hereby appoints Fred M. Butler and E. Dean Flynn, or either of them,
with full power of substitution, to act as proxy for and to vote all
R of the shares of Common Stock of the undersigned at the Annual Meeting
of Shareholders of The Manitowoc Company, Inc. to be held at the
Company's South Works facility located at 2401 South 30th Street,
O Manitowoc, Wisconsin, on November 1, 1994 or any adjournment thereof,
as follows:
X 1. Election of Directors. Nominees:
Gilbert F. Rankin, Jr., Robert K. Silva;
Y
2. In their discretion, upon such other business as may properly
come before the Meeting or any adjourment therof;
all as set out in the Notice and Proxy Statement relating to the
Meeting, receipt of which is hereby acknowledged.
You are encouraged to specify your choice by marking the appropriate box,
SEE REVERSE SIDE, but you need not mark any box if you wish to vote in
accordance with the Board of Directors' recommendation. The proxies
cannot vote your shares unless you sign and return this card.
SEE REVERSE
SIDE
[X] Please mark your 7831
vote as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted "FOR" the Board
of Directors' nominees.
The Board of Directors recommends a vote FOR Proposal 1.
1. Election of FOR WITHHELD Check here if you expect to
Directors. [ ] [ ] personally attend the Annual
(see reverse) Meeting in Manitowoc, WI on [ ] [ ]
November 1, 1994, at 9:00 A.M. Yes No
For, except vote withheld as to
the following nominee(s):
_____________________________ Please sign exactly as name appears hereon.
Joint owners should each sign. When
signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign full corporate name by
President or other authorized officer.
__________________________________________
SIGNATURE DATE
__________________________________________
SIGNATURE (If Held Jointly) DATE
