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
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 12a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or S 240.14a-12
THE MANITOWOC COMPANY, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THE MANITOWOC COMPANY, INC.
Manitowoc, Wisconsin
April 1, 1997
FRED M. BUTLER
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of The Manitowoc Company, Inc. which will be held on the
third floor of the Company's corporate offices at 500 South 16th
Street, Manitowoc, Wisconsin, on Tuesday, May 6, 1997, at 9:00 a.m.
(CDT).
The only matter of business to be acted upon at the meeting is
the election of three Directors. The Board of Directors of the
Company recommends a vote "FOR" the election of three Directors to
serve a term ending at our Annual Meeting of Shareholders in the year
2000.
Whether or not you are able to attend the 1997 Annual Meeting, we
welcome your questions and comments about the company. To make the
best use of time at the meeting, we would appreciate receiving your
questions or comments, in writing, in advance of the meeting so they
can be answered as completely as possible at the meeting. If you wish
to make a comment or ask a question in writing, we would appreciate
receiving it by April 30th.
It is important that your shares be represented and voted at the
meeting. Accordingly, please sign, date, and promptly mail the
enclosed proxy card in the envelope provided.
To help us plan for the meeting, please mark your proxy card
telling us if you will be personally attending.
Sincerely,
/s/ Fred M. Butler
THE MANITOWOC COMPANY, INC.
500 South 16th Street
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 on the third floor of the Company's corporate offices
located at 500 South 16th Street, Manitowoc, Wisconsin, on Tuesday,
May 6, 1997, at 9:00 a.m. (CDT), for the following purposes:
1.To elect a class of three directors of the Company to serve
for terms of three years;
2.To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof;
all as set forth and described in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on
February 26, 1997, 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
April 1, 1997
PROXY STATEMENT
THE MANITOWOC COMPANY, INC.
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(414) 684-4410
SOLICITATION AND VOTING
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 December 31, 1996, 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 April 1, 1997.
On February 26, 1997, the record date for shareholders entitled
to vote at the Annual Meeting, there were outstanding 11,511,357
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. Attendance at the
Annual Meeting will not in itself constitute revocation of a proxy.
The shares represented by all properly executed unrevoked proxies
received in time for the Annual Meeting will be voted as specified on
such proxies. Shares held for the accounts of participants in the
Company's Dividend Reinvestment Plan and RSVP Profit Sharing Plan (for
which the proxies will serve as voting instructions for such shares)
will be voted in accordance with the instructions of participants or
otherwise in accordance with the terms of such Plans. If no direction
is given on a properly executed unrevoked proxy, it will be voted FOR
each of the three director nominees.
The cost of soliciting proxies will be borne by the Company.
Solicitation will be made principally by mail, but also may be made by
telephone, facsimile or other means of communication by certain
directors, officers, employees and agents of the Company. Such
directors, officers and employees will receive no compensation
therefor in addition to their regular compensation, but may be
reimbursed for reasonable out-of-pocket expenses in connection with
such solicitation. 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 reasonable 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 send proxy material to and obtain proxies from 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). Abstentions, 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
considered present for the purpose of establishing a quorum. Once a
share is represented at the Annual 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
holders of shares entitled to vote in the election at a meeting at
which a quorum is present. A "plurality" means that the individuals
who receive the largest number of votes are elected as directors up to
the maximum number of directors to be chosen at the election (three at
the Annual Meeting). 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.
OWNERSHIP OF SECURITIES
Beneficial Owners of More Than Five Percent
As of February 26, 1997, each person or entity known to have
beneficial ownership of more than 5% of the Company's outstanding
common stock based upon information furnished to the Company is set
forth in the following table.
<TABLE>
<CAPTION>
NAME AND
ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- -----------------------------------------------------------------
<S> <C> <C>
Fidelity Management
& Research 808,850(1) 7.03%(1)
82 Devonshire Street
Boston, MA 02109
<FN>
________________________
(1)As of December 31, 1996.
</FN>
</TABLE>
Directors and Management
The following table sets forth the beneficial ownership (as that
term is defined in Rule 13d-3 promulgated under the Exchange Act of
1934 (the "Exchange Act")) of Common Stock by 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
February 26, 1997, unless otherwise indicated. Each of the persons
listed below is the beneficial owner of less than 1% of the
outstanding shares of Common Stock, except that all executive officers
and directors as a group own 3.4% of the outstanding shares of Common
Stock. The table also reflects for each person the number of Common
Stock units associated with compensation deferred under the Company's
Deferred Compensation Plan. All share information reflects the
Company's July 2, 1996 3-for-2 stock split effected as a fifty percent
(50%) stock dividend.
<TABLE>
<CAPTION>
DEFERRED
SHARES BENEFICIALLY COMMON STOCK
NAME OWNED(1) UNITS(2)
- -------------------------------------------------------------------
<S> <C> <C>
Dean H. Anderson ........ 1,600 771
Jeffry D. Bust .......... 1,405 (4) 0
Fred M. Butler .......... 26,552 (3)(4) 14,028
Robert R. Friedl ........ 4,880 (4)(5) 803
Terry D. Growcock ....... 529 (4) 2,050
James P. McCann ......... 1,815 5,699
George T. McCoy ......... 10,000 (6) 0
Guido R. Rahr, Jr. ...... 5,128 0
Gilbert F. Rankin, Jr. .. 10,309 0
Bruce C. Shaw ........... 25,587 (4)(7) 7,510
Robert K. Silva ......... 8,408 (4)(8) 11,285
Robert S. Throop ........ 9,716 (9) 6,276
_____________________________________________________________________
All Executive Officers
and Directors as a group
(15 persons) ............ 392,627 (10) 53,923
<FN>
________________________
(1) Unless otherwise noted, the specified persons have sole voting
power and sole dispositive power as to the indicated shares.
(2) The Company has the sole right to vote all shares of Common Stock
underlying the deferred Common Stock units held in the Deferred
Compensation Plan Trust. The independent trustee of such Trust
has the dispositive power as to such shares.
(3) Includes 9,200 shares as to which voting and investment power is
shared with spouse.
(4) For the following executive officers, includes the indicated
number of shares which were held in their respective RSVP Profit
Sharing Plan accounts at December 31, 1996, as to which they have
sole voting power and shared investment power: Jeffry D. Bust -
955; Fred M. Butler - 4,264; Robert R. Friedl - 2,708; Terry D.
Growcock - 529; Bruce C. Shaw - 2,035; and Robert K. Silva -
1,096.
(5) Includes 336 shares as to which voting and investment power is
shared with spouse. Excludes 1,002 shares held by Mr. Friedl's
spouse as custodian for their daughter, as to which he disclaims
beneficial ownership.
(6) Represents shares held in trust under which Mr. McCoy and his
spouse are co-trustees, sharing voting and investment power.
(7) Includes 200 shares as to which voting and investment power is
shared with spouse. Excludes 1,945 shares held by Mr. Shaw's
spouse directly, as to which he disclaims beneficial ownership,
and 466 shares held by Mr. Shaw's spouse as custodian for their
son, as to which he disclaims beneficial ownership.
(8) Mr. Silva retired as an executive officer and director of the
Company in July, 1996.
(9) Includes 3,000 shares as to which voting and investment power is
shared with spouse.
(10)Includes 22,985 shares as to which voting and investment power is
shared and 216,458 shares, at December 31, 1996, held by the RSVP
Profit Sharing Plan Trust (for which there is sole voting power as
to 16,565 shares and shared investment power (by virtue of the
Plan's administration by an investment committee of executive
officers) as to all such shares).
</FN>
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Pursuant to Section 16 of the Exchange Act, the Company's
executive officers and directors 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 1996 its executive officers and
directors complied with all such applicable filing requirements.
1. ELECTION OF DIRECTORS
_____________________________________________________
The Board of Directors consists of seven directors. Directors of
the Company are divided into three classes, each class serving for a
period of three years. Directors elected at the Annual Meeting will
hold office for a three-year term expiring in the year 2000 or until
their successors are elected and qualified. The respective terms of
all directors of one class expire at each Annual Meeting of
Shareholders. There are two vacancies in the class of directors whose
terms expire in the year 1998.
Three Directors are to be elected at the 1997 Annual Meeting.
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 Annual Meeting To Be Held In The Year 2000
<S> <C> <C>
Fred M. Butler ...................... President and Chief Executive Officer (since 7/90) of the Company;
(Age 61) Director of Gehl Company (3) ............................................ 1990
George T. McCoy ...................... Retired (4/86); former Chairman of the Board (1985-4/86) of Guy F.
(Age 77) 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 the Board
(Age 68) and Chief Executive Officer (9/87-11/93) of Rahr Malting Co.,
Minneapolis, MN (manufacturer of barley malt) (1) ....................... 1980
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
For Term Expiring At The 1999 Annual Meeting
Dean H. Anderson ..................... Vice President - Strategic Development (since 2/95) of ABB
(Age 56) Vetco Gray Inc., Houston, TX (oilfield equipment manufacturer
with concentration on subsea oil and gas production systems);
previously President (1/90-1/95) of Foster Valve Corporation,
Houston, TX (oilfield manufacturer) (1) ................................. 1992
James P. McCann ..................... Retired (12/92); former Vice Chairman, President and Chief
(Age 67) Operating Officer (3/91-12/92) of Bridgestone/Firestone, Inc.,
Nashville, TN (tire manufacturer) (1)(3)(4) ............................. 1990
Robert S. Throop ..................... Retired (12/96); former Chairman and Chief Executive Officer
(Age 59) (since 12/84) of Anthem Electronics, Inc., San Jose, CA
(manufacturer and distributor of electronic products); Director of
Arrow Electronics, Inc. and The Coast Distribution System
(1)(2)(4) .............................................................. 1992
For Term Expiring At The 1998 Annual Meeting
Gilbert F. Rankin, Jr. ............... Retired (9/87); former Administrative Director, College of
(Age 64) Engineering, Cornell University, Ithaca, NY (1)(2)(4) ................... 1974
<FN>
____________________________
(1) Member of Audit Committee.
(2) Member of Compensation and Benefits Committee.
(3) Member of Executive Committee.
(4) Member of Nominating Committee.
</FN>
</TABLE>
MEETINGS OF THE BOARD AND ITS COMMITTEES
During the fiscal year ended December 31, 1996, four meetings of
the Board of Directors were held at which the aggregate attendance for
all directors as a group was 97%. During that period, all directors
attended 98% 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.
The Company has standing Audit, Compensation and Benefits,
Executive and Nominating Committees of the Board of Directors. The
Nominating Committee was formed by the Board of Directors at a Special
Meeting of the Board of Directors held on February 26 and 27, 1996.
During the fiscal year ended December 31, 1996, there were two
meetings of the Audit Committee, two meetings of the Compensation and
Benefits Committee, one meeting of the Executive Committee and no
meetings of the Nominating 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 Bonus
Plan (the "EVA Plan") and the 1995 Stock 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. The Nominating Committee provides the
methodology for selection of candidates, including the specifications,
for the position of Chief Executive Officer of the Company.
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. Directors who are
employees of the Company do not receive separate remuneration in
connection with their service on the Board or Board committees.
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 values 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 (as defined in the Deferred Compensation Plan), all
restrictions on the distribution of deferred compensation will be
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 ended
December 31, 1996, December 31, 1995, the six month transition period
from July 3, 1994 through December 31, 1994 resulting from the
Company's change in fiscal year (designated as "1994T" in the Summary
Compensation Table), and the fiscal year ended July 2, 1994, each
component of compensation paid or earned for services rendered in all
capacities for the Chief Executive Officer and for each of the five
other most highly compensated executive officers of the Company whose
cash compensation exceeded $100,000 during fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
---------------------
Awards Payouts
ANNUAL COMPENSATION --------- ---------
----------------------- Securities LTIP All Other
Name and Salary Bonus Underlying Payouts Compensation
Principal Position Year ($) ($) Options/SARs ($) ($)
(1) (1)(2) (#)(3) (4) (5)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred M. Butler ................ 1996 $376,926 $360,240 27,000 $ 72,424 $ 9,259
President and Chief Executive 1995 $300,000 $214,298 27,000 $ 9,590 $ 8,566
Officer 1994T $150,000 $ 69,300 0 $ 14,429 $ 5,332
1994 $300,000 $201,600 0 0 $ 6,222
Robert K. Silva (6) ........... 1996 $144,231 $135,090 0 $ 25,216 $ 64,681
Executive Vice President and 1995 $225,000 $160,726 0 $ 12,136 $ 3,796
Chief Operating Officer 1994T $110,578 $ 51,975 0 $ 18,259 $ 11,605
1994 $175,000 $113,362 0 0 $ 34,967
Robert R. Friedl .............. 1996 $198,077 $150,100 7,050 $ 27,421 $ 24,215
Sr. Vice President and Chief 1995 $146,154 $ 89,286 7,050 $ 3,463 $ 17,860
Financial Officer 1994T $ 65,000 $ 25,025 0 $ 5,210 $ 9,075
1994 $130,000 $ 72,800 0 0 $ 22,662
Jeffry D. Bust (7) ............ 1996 $185,400 $163,603 8,400 $ 107 $ 32,829
President and General Manager
(Manitowoc Cranes, Inc.)
Terry D. Growcock (8) ......... 1996 $184,545 $105,974 8,400 $ 13,894 $ 40,994
President and General Manager
(Manitowoc Ice, Inc.)
Bruce C. Shaw (9) ............. 1996 $114,190 $116,974 3,450 $ 143,367 $ 36,667
President and General Manager
(Bay Shipbuilding Co.) and
Executive Vice President
(Manitowoc Marine Group, Inc.)
<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 and accrued during the years indicated and
paid at the beginning of the next fiscal year.
(3) Consists entirely of stock options under the 1995 Stock Plan.
Share information has been adjusted to reflect the Company's July
2, 1996 3-for-2 stock split effected as a fifty percent (50%) stock
dividend.
(4) Reflects portion of bonus bank balance under the EVA Plan paid
with respect to the fiscal year indicated.
(5) The 1996 amounts represent: (a) the Company's contributions to
the RSVP Profit Sharing Plan as follows: Fred M. Butler - $6,782,
Robert K. Silva - $1,082, Robert R. Friedl - $ 23,251, Jeffry D.
Bust - $26,730, Terry D. Growcock - $28,417, and Bruce C. Shaw -
$27,611; (b) premiums paid by the Company relating to key man group
life insurance as follows: Fred M. Butler - $964, Robert K. Silva
- $300, Robert R. Friedl - $964, Jeffry D. Bust - $964, Terry D.
Growcock - $964, and Bruce C. Shaw - $616; and (c) Company
contributions to the Deferred Compensation Plan as follows: Fred
M. Butler - $1,513, Robert K. Silva - $799, Robert R. Friedl - $0,
Jeffry D. Bust - $5,135, Terry D. Growcock - $11,613, and Bruce C.
Shaw - $8,440. For Mr. Silva, includes $62,500 paid under his
Supplemental Retirement Agreement. See note 6 following.
(6) Mr. Silva retired as an executive officer and director of the
Company in July, 1996. Upon his retirement in July, 1996, Mr.
Silva began receiving payments under his Supplemental Retirement
Agreement, discussed in more detail in the section titled
"Supplemental Retirement Agreements" herein.
(7) Mr. Bust became an executive officer of the Company in August,
1996.
(8) Mr. Growcock became an executive officer of the Company in
August, 1996.
(9) Mr. Shaw became an executive officer of the Company in August,
1996.
</FN>
</TABLE>
In connection with the 1995 Stock Plan, the table below sets
forth information regarding stock option grants during the last fiscal
year to the executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Individual Grants (1) Annual Rates of Stock
Price Appreciation
for Option Term (2)
- ----------------------------------------------------------------------------------------------------------------
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#)(3) Fiscal Year ($/Sh)(3) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred M. Butler 27,000 34.0% 22.33 5/07/2006 $379,167 $960,883
Robert K. Silva 0 N/A N/A N/A N/A N/A
Robert R. Friedl 7,050 8.9% 22.33 5/07/2006 $ 99,005 $250,897
Jeffry D. Bust 8,400 10.6% 22.33 5/07/2006 $117,963 $298,941
Terry D. Growcock 8,400 10.6% 22.33 5/07/2006 $117,963 $298,941
Bruce C. Shaw 3,450 4.3% 22.33 5/07/2006 $ 48,449 $122,780
<FN>
- ------------------------
N/A = Not Applicable
(1) Consists of incentive and non-qualified stock options to purchase
shares of Company Common Stock granted on May 7, 1996 pursuant to
the 1995 Stock Plan. These options have an exercise price equal
to the fair market value of Company Common Stock on the date of
grant. The options vest in 25% increments annually beginning two
years after the date of grant and are fully exercisable five years
after such date. Upon certain extraordinary events (e.g., the
acquisition by a person of 30% or more of the Company's voting
stock, a change in the majority of individuals constituting the
Board of Directors or shareholder approval of a plan of merger or
liquidation) as described in the 1995 Stock Plan, these options
will become immediately exercisable. The Compensation and
Benefits Committee, which administers the 1995 Stock Plan, has the
right to accelerate vesting of the options. The options were
granted for a term of ten years, subject to earlier termination in
certain events related to termination of employment.
(2) The dollar amounts in these columns are the result of calculations
at the 5% and 10% stock appreciation rates set by the Commission
and therefore do not forecast possible future appreciation, if
any, of the Company's Common Stock price.
(3) Share information has been adjusted to reflect the Company's July
2, 1996 3-for-2 stock split effected as a fifty percent (50%)
stock dividend.
</FN>
</TABLE>
No outstanding options were exercisable in 1996. The following
table sets forth the number of options and the value of such options
held at the end of the last fiscal year by the executive officers
named in the Summary Compensation Table.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
Securities Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year-End (#)(1) Fiscal Year-End ($)(2)
---------------------- --------------------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- -------------------------------------------------------------------------
<S> <C> <C>
Fred M. Butler 0/54,000 $0/$1,111,590
Robert K. Silva N/A N/A
Robert R. Friedl 0/14,100 $0/$ 290,249
Jeffry D. Bust 0/16,800 $0/$ 345,828
Terry D. Growcock 0/16,800 $0/$ 345,828
Bruce C. Shaw 0/ 6,900 $0/$ 142,037
<FN>
- ---------------------
N/A = Not Applicable
(1) No SARs were outstanding at the end of fiscal 1996.
(2) Based upon the d ifference between the option exercise prices and
the $40.50 closing sale price of Company Common Stock on the New
York Stock Exchange at the end of fiscal 1996.
</FN>
</TABLE>
As described in more detail in the "Report of the Compensation
and Benefits Committee on Executive Compensation" below, the EVA Plan
requires that bonuses payable to executive officers in excess of their
target bonuses be banked and remain at risk. Thirty-three percent of
a positive "bonus bank" balance is paid out at the end of each year.
A negative bonus in any year is subtracted from the outstanding bonus
bank balance. The amounts of the banked contingent incentive
compensation awarded for fiscal 1996 to the executive officers named
in the Summary Compensation Table are as follows:
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
Performance or Estimated Future Payouts Under
Amounts Other Period Non-Stock Price-Based Plans
Banked Until Maturation -------------------------------
Name ($) or Payout Minimum ($) Maximum ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred M. Butler $239,760 1997-1999 $0 $239,760
Robert K. Silva $ 89,910 1997-1999 $0 $ 89,910
Robert R. Friedl $ 99,900 1997-1999 $0 $ 99,900
Jeffry D. Bust $141,380 1997-1999 $0 $141,380
Terry D. Growcock $ 21,802 1997-1999 $0 $ 21,802
Bruce C. Shaw $119,399 1997-1999 $0 $119,399
</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 the following components:
* Base salary compensation;
* Short-term incentive compensation (the Economic Value Added
Bonus Plan); and
* Long-term incentive compensation (the 1995 Stock Plan).
BASE SALARY
Base salary compensation is set to be competitive with comparable
positions at other durable goods manufacturing companies of similar
size. The Committee references survey data of comparable companies
obtained from a major compensation and benefit consulting firm and
sets base proposed salaries at a level about equal to the midpoint of
the survey data. 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, along with the Company's financial
performance.
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 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 profit after
tax, defined as operating earnings adjusted to eliminate the impact
of, among other things, certain accounting charges such as
amortization of 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 eleven classifications which have
target bonus levels ranging from 2% 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 year 1996, the performance of the
Company and its business units resulted in Plan compensation ranging
from 16% to 414% of their targets.
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 two thirds of 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 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.
THE 1995 STOCK PLAN
The shareholders of the Company approved The Manitowoc Company,
Inc. 1995 Stock Plan pursuant to which incentive stock options, non-
qualified stock options, restricted stock and limited stock
appreciation rights may be granted to key employees of the Company.
In fiscal 1996, stock options to purchase a total of 79,350 shares
were granted to certain key employees selected by the Committee. The
options vest in 25% increments annually beginning two years after the
date of grant and are fully exercisable five years after such date.
DEFERRED COMPENSATION PLAN
The purpose of the Deferred Compensation Plan is to attract and
retain well-qualified persons for service as non-employee directors of
the Company or as key employees and to promote identity of interest
between the company's non-employee directors and key employees and its
shareholders. Eligibility is limited to non-employee directors and to
key employees of the Company.
A non-employee director may make a deferral election with respect
to all or part of his compensation, in increments of 5%.
Compensation, for purposes of a non-employee director, means retainer
fees paid for service as a member of the Board of Directors and for
service on any Board committee, including attendance fees.
A key employee participant may elect to defer, in whole
percentages, up to 40% of regular pay and up to 100% of incentive
bonuses. Credits to deferred compensation accounts for key employees
will also include a contribution equal to the amount of deferred
compensation of the key employee for the plan year (subject to a
maximum of 25% of eligible compensation) multiplied by the rate of
fixed and variable profit sharing contributions that the participant
has received from his employer for the year under the RSVP Profit
Sharing Plan plus one percent. Non-employee directors are not
eligible to receive company contributions under the Deferred
Compensation Plan.
The current investment options available to participants under
the Deferred Compensation Plan are a bookkeeping account, the value of
which is based on investments in Company Common Stock, and a
bookkeeping account, the value of which is based on investments in a
balanced mutual fund. Participants have no rights as shareholders
pertaining to Company Common Stock units credited to their accounts
under the Deferred Compensation Plan.
The Board of Directors may at any time terminate or amend the
Deferred Compensation Plan, except that no termination or amendment
may reduce any account balance accrued on behalf of a participant
based on deferrals already made or divest any participant of rights to
which such person would have been entitled if the Deferred
Compensation Plan had been terminated immediately prior to the
effective date of such amendment. No amendment may become effective
until shareholder approval is obtained if the amendment materially
increases the benefits accruing to participants under the Deferred
Compensation Plan, materially increases the aggregate number of shares
of Company Common Stock that may be issued under the Deferred
Compensation Plan, or materially modifies the eligibility requirements
for Deferred Compensation Plan participation. There is no time limit
on the duration of the Deferred Compensation Plan.
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 1996, Mr. Butler's base salary was
increased from $300,000 to $400,000 which the Committee determined to
be appropriate based upon the midpoint salary compensation of other
CEOs of similarly sized durable goods manufacturing companies as
determined by the above-mentioned salary survey data, 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
1996 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 $432,664 and $239,760 was added to his bonus
bank bringing his total bonus bank balance to $254,833. Based on a
subjective consideration of the factors cited above for all grants
under the 1995 Stock Plan, Mr. Butler was also granted during the year
an incentive stock option and a non-qualified stock option for 4,478
shares and 22,522 shares of Common Stock respectively (after
adjustment to reflect the Company's July 2, 1996 3-for-2 stock split
effected as a fifty percent (50%) stock dividend).
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), limits the Company's federal income tax deduction to
$1,000,000 per year for compensation to its CEO and any of its four
other highest paid executive officers. Performance-based compensation
is not, however, subject to the deduction limit provided certain
requirements of Section 162(m) are satisfied. Certain awards under
the proposed 1995 Stock Plan are intended to qualify for the
performance-based compensation exception under Section 162(m). It is
the Committee's intent to preserve the deductibility of executive
compensation to the extent reasonably practicable and consistent with
the best interests of the Company and its shareholders.
Compensation and Benefits Committee
George T. McCoy, Chairman
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 December 31, 1991 in Company Common Stock, the S&P 500
Composite Stock Index and the S&P Diversified Machinery Stock Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
THE MANITOWOC COMPANY, INC.; S&P 500;
AND THE S&P DIVERSIFIED MACHINERY INDEX
(PERFORMANCE GRAPH APPEARS HERE)
TOTAL SHAREHOLDER RETURNS
(Dividends Reinvested)
<TABLE>
<CAPTION>
Annual Return Percentage
Years Ending
-----------------------------------------------
Company/Index Dec. 92 Dec. 93 Dec. 94 Dec. 95 Dec. 96
- ------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Manitowoc Co. ............... 30.63 30.04 (30.35) 46.99 103.10
Machinery (Diversified)-500 .. 2.04 48.07 (2.66) 23.41 24.64
S&P 500 Index ............... 7.62 10.08 1.32 37.58 22.96
</TABLE>
<TABLE>
<CAPTION>
Indexed Returns
Base Years Ending
Period ----------------------------------------------
Company/Index Dec. 91 Dec. 92 Dec. 93 Dec. 94 Dec. 95 Dec. 96
- ------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Manitowoc Co. ............... 100 130.63 169.87 118.31 173.90 353.19
Machinery (Diversified)-500 .. 100 102.04 151.09 147.07 181.50 226.22
S&P 500 Index ............... 100 107.62 118.46 120.03 165.13 203.05
</TABLE>
CONTINGENT EMPLOYMENT AGREEMENTS
The Company has entered into Contingent Employment Agreements
(the "Employment Agreements") with Messrs. Bust, Butler, Friedl,
Growcock, and Shaw 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. After a change in control, the
executive officer's compensation would be subject to upward adjustment
at least annually based upon his contributions to the Company's
operating efficiency, growth, production and profits. 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.
SUPPLEMENTAL RETIREMENT AGREEMENTS
The Company has entered into Supplemental Retirement Agreements
(the "Retirement Agreements") with Messrs. Butler and Silva providing
for certain monthly payments upon their retirement from the Company,
with such benefits to vary depending upon the timing and nature of
their retirement.
If Mr. Butler's retirement occurs on or after his 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
"Butler Monthly Benefit"). If Mr. Butler retires prior to attaining
age 65, he will receive the Butler 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. Because Mr. Silva's
retirement occurred after he attained the age of 68, Mr. Silva is
receiving an annual benefit (payable in twelve monthly installments)
equal to $125,000. This annual benefit is payable in monthly
installments to each of Messrs. Butler and Silva for life and to each
such person's spouse for life in the event she survives him. Messrs.
Butler and Silva have the option to require that the Company fund
these benefits with a rabbi trust, however Messrs. Butler's and
Silva's rights with respect to payments of benefits under the
Retirement Agreements are those of unsecured creditors of the Company.
2.MISCELLANEOUS
___________________________________________________
OTHER MATTERS
Management knows of no business which will be presented for
action at the Annual Meeting other than as set forth in the Notice of
Annual Meeting as attached to this Proxy Statement. If other matters
do properly come before the Annual Meeting, it is intended that the
proxies shall be voted in accordance with the best judgment of the
person or persons exercising authority conferred by such proxies.
INDEPENDENT PUBLIC ACCOUNTANTS
In accordance with the recommendation of the Audit Committee, and
at the direction of the Board of Directors, the Company has retained
Coopers & Lybrand LLP as its independent public accountants for the
fiscal year ending December 31, 1997. A representative of Coopers &
Lybrand 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.
1998 ANNUAL MEETING
Shareholders intending to submit proposals to be considered for
inclusion in the Proxy Statement and form of proxy for the 1998 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 3, 1997.
Shareholders wishing to propose any floor nominations for
directors or floor proposals at the 1998 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
April 1, 1997 Secretary
APPENDIX TO THE PROXY STATEMENT
PROXY CARD
THE MANITOWOC COMPANY, INC.
Proxy/Voting Instructions Solicited on Behalf of the Board of Directors
for Annual Meeting of Shareholders on May 6, 1997
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 of the
R shares of Common Stock of the undersigned at the Annual Meeting of
Shareholders of The Manitowoc Company, Inc. to be held on the third floor
O of the Company's corporate offices located at 500 South 16th Street,
Manitowoc, Wisconsin, at 9:00 a.m., C.D.T., Tuesday, May 6, 1997, or
any adjournment thereof, as follows:
X 1. Election of Directors.
Nominees: Fred M. Butler, George T. McCoy and Guido R. Rahr, Jr.;
Y 2. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the Annual
Meeting, receipt of which is hereby acknowledged.
If you hold shares of Company Common Stock in the Dividend Reinvestment
Plan or RSVP Profit Sharing Plan, this proxy constitutes voting
instructions for any shares so held by the undersigned.
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.
Comments:
--------------------------------- SEE REVERSE
- ------------------------------------------ SIDE
(If you have written in the above space, please
mark the "comments" box on the reverse side of
the card.)
[X] Please mark your 7831
votes 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 Proposals 1.
FOR WITHHELD
--- --------
1. Election of Directors [ ] [ ]
(see reverse)
For, except vote withheld as to the following nominee(s):
- ------------------------------------------
PLEASE MARK BOX IF APPLICABLE
- -----------------------------
Yes, I will attend the Annual Meeting
of Shareholders on Tuesday, May 6, 1997. [ ]
Comments (please see reverse side) [ ]
Please sign exactly as name appears hereon. Joint owners
should sign individually. 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
-FOLD AND DETACH HERE-
THIS IS YOUR PROXY,
YOUR VOTE IS IMPORTANT.
FOR PERSONAL ASSISTANCE IN ANY OF THE FOLLOWING AREAS:
LOST DIVIDEND CHECKS - ADDRESS CHANGES - LOST OR STOLEN STOCK CERTIFICATES
DIVIDEND REINVESTMENT PLAN - Dividends automatically reinvested in your
account to purchase additional shares of Manitowoc Common Stock.
DIRECT DEPOSIT - Have your Manitowoc Company, Inc. quarterly dividends
electronically deposited into your checking or savings account on dividend
payment date.
VERIFICATION OF THE NUMBER OF MANITOWOC SHARES IN YOUR ACCOUNT
NAME CHANGES AND TRANSFER OF STOCK OWNERSHIP - In the event of marriage,
death and estate transfers, gifts of stock to minors in custodial accounts,
etc.
CONSOLIDATION OF ACCOUNTS - Eliminates multiple accounts for one holder and
certain duplicate shareholder mailings going to one address (dividend
checks, annual reports and proxy materials would continue to be mailed
to each shareholder).
FIRST CHICAGO'S OR WRITE TO:
TELEPHONE RESPONSE CENTER: First Chicago Trust Company of
New York
(201) 324-1225 P.O. Box 2500
Jersey City, NJ 07303-2500
