SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. N/A)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S 240.14a-11(c) or
S 240.14a-12
The Manitowoc Company, Inc.
(Name of Registrant as Specified in Its Charter)
Not Applicable
-------------------------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange
Rule 0-11 (1):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
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.
THE MANITOWOC COMPANY, INC.
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(920) 684-4410
[PRELIMINARY PROXY
MATERIAL]
March 16, 1998
FRED M. BUTLER
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to attend the 1998 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 5, 1998, at 9:00 a.m.
(CDT).
Two matters of business will be presented at the meeting - the
election of two directors to serve a term ending at our Annual Meeting
of Shareholders in the year 2001, and approval of a proposed amendment
to the Company's Articles of Incorporation to increase its authorized
Common Stock from 35,000,000 shares to 75,000,000 shares. The Board
of Directors of the Company recommends a vote "FOR" both of these
matters.
Whether or not you are able to attend the 1998 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 28th.
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 attending personally.
Sincerely,
/s/ Fred M. Butler
THE MANITOWOC COMPANY, INC.
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(920) 684-4410
[PRELIMINARY PROXY
MATERIAL]
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 5, 1998, at 9:00 a.m. (CDT), for the following purposes:
1.To elect a class of two directors of the Company to serve for
terms of three years;
2.To consider and vote upon a proposed amendment to the
Company's Articles of Incorporation to increase the Company's
authorized shares of Common Stock from 35,000,000 shares to
75,000,000 shares; and
3.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 25, 1998, 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
March 16, 1998
PRELIMINARY PROXY STATEMENT
THE MANITOWOC COMPANY, INC.
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(920) 684-4410
SOLICITATION AND VOTING
Accompanying this Proxy Statement is a Notice of Annual Meeting
of Shareholders and a form of proxy for the 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, 1997, is also
enclosed. The 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 March 16, 1998.
On February 25, 1998, the record date for determining
shareholders entitled to vote at the Annual Meeting, there were
outstanding __________ shares of Company Common Stock, $.0l par value
per share (the "Common Stock"). Each 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
the 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 the shares)
will be voted in accordance with the instructions of participants or
otherwise in accordance with the terms of those Plans. If no
direction is given on a properly executed unrevoked proxy, it will be
voted FOR each of the two director nominees and FOR the proposal to
amend the Company's Articles of Incorporation to increase its
authorized Common Stock, par value $.01 per share ("Common Stock"),
from 35,000,000 shares to 75,000,000 shares (the "Proposed Articles
Amendment").
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 for
these efforts 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 (two 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.
In order for the Proposed Articles Amendment to be approved, a
quorum of the shares entitled to vote must be present or represented
by proxy, and the number of shares voted in favor of approval must be
greater than the number of shares voted against approval. Any shares
not voted, whether by abstention, broker non-votes or otherwise, will
have no effect on the approval or rejection of the Proposed Articles
Amendment.
OWNERSHIP OF SECURITIES
Beneficial Owners of More Than Five Percent
Based on information provided and available to the Company on
February 25, 1998, each person or entity known to have beneficial
ownership of more than 5% of the Company's outstanding common stock at
December 31, 1997 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 Co. 1,009,225 5.84%
82 Devonshire Street
Boston, MA 02109
</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. Unless
otherwise indicated, the information is provided as of February 25,
1998. 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 _____% 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 June 30, 1997 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 ........ 3,400 1,462
Jeffry D. Bust .......... 1,883 (3) 0
Fred M. Butler .......... 43,637 (3)(4) 23,673
George E. Fischer ....... 2,000 0
Philip L. FitzGerald .... 4,976 (3)(5) 4,394
Robert R. Friedl ........ 11,685 (3)(6) 1,222
Terry D. Growcock ....... 4,427 (3) 3,322
James P. McCann ......... 2,724 9,391
George T. McCoy ......... 16,000 (7) 0
Guido R. Rahr, Jr. ...... 7,558 0
Gilbert F. Rankin, Jr. .. 15,463 0
Robert S. Throop ........ 14,751 (8) 10,362
All Executive Officers and Directors
as a group (16 persons) _______ (9) 74,929
<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) 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, 1997, as to which they have
sole voting power and shared investment power: Jeffry D. Bust -
_____; Fred M. Butler - _____; Philip L. FitzGerald - _____;
Robert R. Friedl - _____; and Terry D. Growcock - ______.
(4)Includes 15,300 shares as to which voting and investment power are
shared with spouse.
(5)Includes 4,845 shares as to which voting and investment power are
shared with spouse.
(6)Includes 2,500 shares as to which voting and investment power are
shared with spouse. Excludes 2,037 shares held by Mr. Friedl's
spouse as custodian for their children, as to which he disclaims
beneficial ownership.
(7)Represents shares held in trust under which Mr. McCoy and his
spouse are co-trustees, sharing voting and investment power.
(8)Includes 4,528 shares as to which voting and investment power are
shared with spouse.
(9)Includes 43,173 shares as to which voting and investment power are
shared and _______ shares, at December 31, 1997, held by the RSVP
Profit Sharing Plan Trust (persons within the group hold sole
voting power with respect to ______ of these shares, and share
investment power with respect to all of these shares (by virtue of
the Plan's administration by an investment committee of executive
officers)).
</FN>
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 1997 its executive officers and
directors 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, 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 2001 or until
their successors are elected and qualified. The respective terms of
all directors of one class expire at each Annual Meeting of
Shareholders.
Two directors are to be elected at the 1998 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.
The Board of Directors recommends election of the nominees
whose names follow.
<TABLE>
<CAPTION>
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 2001
<S> <C> <C>
George E. Fischer Retired (10/97); former Chairman of the Board
(Age 65) (since 1/93) and Chairman of the Board and President
(6/80-1/93) of SerVend International, Inc., Sellersburg,
IN (producer of ice/beverage dispensers and post-mix
drink valves)(1)............................................... 1998
Gilbert F. Rankin, Jr. Retired (9/87); former Administrative Director, College
(Age 65) of Engineering, Cornell University, Ithaca, NY (1)(2)(4)....... 1974
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
For Terms Expiring At The Annual Meeting To Be Held In The Year 2000
Fred M. Butler. President and Chief Executive Officer (since 7/90)
(Age 62) of the Company; Director of Gehl Company (3)................... 1990
George T. McCoy Retired (4/86); former Chairman of the Board
(Age 78) (1985-4/86) 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
(Age 69) of the Board and Chief Executive Officer
(9/87-11/93) of Rahr Malting Co., Minneapolis, MN
(producer of barley malt) (1).................................. 1980
For Terms Expiring At The Annual Meeting To Be Held In The Year 1999
Dean H. Anderson Senior Vice President - Strategic Development
(Age 57) (since 7/97) and Vice President - Strategic
Development (2/95-7/97) of ABB 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
(Age 68) and Chief 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
(Age 60) Executive Officer(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
<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, 1997, five 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, 1997, there were two
meetings of the Audit Committee, five 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/her account.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended
December 31, 1997, December 31, 1996, and December 31, 1995, 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 $100,000 during fiscal 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
-----------------------------
LONG-TERM
COMPENSATION
---------------------
Awards Payouts
ANNUAL COMPENSATION ---------- ---------
------------------- Securities LTIP All Other
Salary Bonus Underlying Payouts Compensation
Name and Year ($) ($) Options/SAR's ($) ($)
Principal Position (1) (1)(2) (#)(3) (4) (5)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred M. Butler 1997 $400,000 $437,995 45,000 $113,885 $_______
President and Chief 1996 $376,926 $360,240 40,500 $ 72,424 $ 9,259
Executive Officer 1995 $300,000 $214,298 40,500 $ 9,590 $ 8,566
Robert R. Friedl 1997 $200,000 $182,498 15,000 $ 46,418 $________
Senior Vice President 1996 $198,077 $150,100 10,575 $ 27,421 $ 24,215
and Chief Financial 1995 $146,154 $ 89,286 10,575 $ 3,463 $ 17,860
Officer
Philip L. FitzGerald (6) 1997 $189,091 $ 90,265 12,600 0 $________
Vice President -
International
Development
Jeffry D. Bust (7) 1997 $185,400 $189,920 15,000 $ 47,777 $_________
President and General 1996 $185,400 $163,603 12,600 $ 107 $ 32,829
Manager (Manitowoc
Cranes, Inc.)
Terry D. Growcock (7) 1997 $190,000 $106,423 15,000 $ 22,574 $__________
President and General 1996 $184,545 $105,974 12,600 $ 13,894 $ 40,994
Manager (Manitowoc
Ice, 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 June
30, 1997 3-for-2 stock split effected as a fifty percent (50%)
stock dividend and its 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 1997 amounts represent: (a) the Company's contributions to
the RSVP Profit Sharing Plan as follows: Fred M. Butler - $_____,
Robert R. Friedl - $______, Philip L. FitzGerald - $______, Jeffry
D. Bust - $______, and Terry D. Growcock - $______; (b) premiums
paid by the Company relating to key man group life insurance as
follows: Fred M. Butler - $761, Robert R. Friedl - $1,085, Philip
L. FitzGerald - $1,085, Jeffry D. Bust - $1,085, and Terry D.
Growcock - $1,085; and (c) Company contributions to the Deferred
Compensation Plan as follows: Fred M. Butler - $2,082, Robert R.
Friedl - $0, Philip L. FitzGerald - $6,417, Jeffry D. Bust -
$16,068, and Terry D. Growcock - $12,395.
(6) Mr. FitzGerald became an executive officer of the Company in May,
1997.
(7) Messrs. Bust and Growcock first became executive officers of the
Company in August, 1996.
</FN>
</TABLE>
In connection with the 1995 Stock Plan, the table below sets
forth information regarding stock option grants during the last fiscal
year to the executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Individual Grants (1) Annual Rates of Stock
Price Appreciation
for Option Term (2)
- --------------------------------------------------------------------------------------------------------
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#)(3) Fiscal Year ($/Sh)(3) Date 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred M. Butler 45,000 23.2% 28.17 5/06/2007 $797,218 $2,020,308
Robert R. Friedl 15,000 7.8% 28.17 5/06/2007 $265,739 $ 673,436
Philip L. FitzGerald 12,600 6.5% 28.17 5/06/2007 $223,221 $ 565,686
Jeffry D. Bust 15,000 7.8% 28.17 5/06/2007 $265,739 $ 673,436
Terry D. Growcock 15,000 7.8% 28.17 5/06/2007 $265,739 $ 673,436
<FN>
(1)Consists of incentive and non-qualified stock options to purchase
shares of Company Common Stock granted on May 6, 1997 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 June
30, 1997 3-for-2 stock split effected as a fifty percent (50%)
stock dividend.
</FN>
</TABLE>
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
Shares Securities Underlying Value of Unexercised
Acquired Unexercised In-the-Money
On Value Options/SARs at Options/SARs at
Exercise(#) Realized($) Fiscal Year-End(#)(1) Fiscal Year-End($)(2)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred M. Butler 2,196 $49,311 7,929/ 115,875 $ 165,161/$ 1,540,766
Robert R. Friedl 1,100 $21,813 1,543/ 33,507 $ 32,141/$ 416,399
Philip L. FitzGerald N/A N/A 0/ 25,200 $ 0/$ 276,444
Jeffry D. Bust N/A N/A 3,150/ 37,050 $ 65,615/$ 483,680
Terry D. Growcock N/A N/A 3,150/ 37,050 $ 65,615/$ 483,680
<FN>
N/A = Not Applicable
(1)No SARs were outstanding at the end of fiscal 1997.
(2)Based upon the difference between the option exercise prices and
the $32.50 closing sale price of Company Common Stock on the New
York Stock Exchange at the end of fiscal 1997.
</FN>
</TABLE>
As described in more detail in the "Report of the Compensation
and Benefits Committee on Executive Compensation" below, the EVA Plan
requires that bonuses payable to executive officers in excess of their
target bonuses be banked and remain at risk. Thirty-three percent of
a positive "bonus bank" balance is paid out at the end of each year.
A negative bonus in any year is subtracted from the outstanding bonus
bank balance. The amounts of the banked contingent incentive
compensation awarded for fiscal 1997 to the executive officers named
in the Summary Compensation Table are as follows:
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
Estimated Future
Performance or Payouts Under
Amounts Other Period Non-Stock Price-Based Plan
Banked Until Maturation
Name ($) or Payout Minimum($) Maximum($)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred M. Butler $394,805 1998-2000 $0 $394,805
Robert R. Friedl $164,502 1998-2000 $0 $164,502
Philip L. FitzGerald $ 70,186 1998-2000 $0 $ 70,186
Jeffry D. Bust $193,858 1998-2000 $0 $193,858
Terry D. Growcock $ 22,777 1998-2000 $0 $ 22,777
</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 proposed base 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 1997, the performance of the
Company and its business units resulted in Plan compensation ranging
from 0% to 514% 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 1997, stock options to purchase a total of 192,150 shares
(as adjusted to reflect the Company's June 30, 1997 3-for-2 stock
split effected as a fifty percent (50%) stock dividend) 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 1997, Mr. Butler's base salary
remained at $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 1997 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 $551,880 and $394,805 was added to his bonus bank bringing his
total bonus bank balance to $535,752. 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 3,549 shares and
41,451 shares of Common Stock, respectively (in each case as adjusted
to reflect the Company's June 30, 1997 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, 1992 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 (1)
THE MANITOWOC COMPANY, INC.; S&P 500;
AND THE S&P DIVERSIFIED MACHINERY INDEX (500)
(PERFORMANCE GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
MANITOWOC S&P DIVERSIFIED
DATE COMPANY S&P 500 MACHINERY INDEX (500)
- -----------------------------------------------------------------------
<S> <C> <C> <C>
December 1992 $ 100.00 $ 100.00 $ 100.00
December 1993 $ 129.96 $ 110.03 $ 148.05
December 1994 $ 90.64 $ 111.53 $ 144.19
December 1995 $ 132.99 $ 153.30 $ 177.91
December 1996 $ 270.25 $ 188.40 $ 221.59
December 1997 $ 330.13 $ 251.17 $ 293.03
<FN>
- ----------------------------
(1) Total return assumes reinvestment of dividends on a quarterly basis.
</FN>
</TABLE>
CONTINGENT EMPLOYMENT AGREEMENTS
The Company has entered into Contingent Employment Agreements
(the "Employment Agreements") with Messrs. Bust, Butler, Friedl, and
Growcock 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
will continue to be employed by the Company for a period of three
years thereafter. Under the Employment Agreements, each executive
will remain employed at the same position held as of the change in
control date, and will 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.
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 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. This annual benefit is
payable in monthly installments to Mr. Butler for life and to his
spouse for life in the event she survives him. Mr. Butler has the
option to require that the Company fund these benefits with a rabbi
trust, however Mr. Butler's rights with respect to payments of
benefits under the Retirement Agreement are those of unsecured
creditors of the Company.
2.PROPOSED AMENDED ARTICLES OF INCORPORATION AUTHORIZING SHARE
INCREASE
Shareholders also will be requested at the Annual Meeting to
approve the Proposed Articles Amendment, which would increase the
Company's authorized Common Stock from 35,000,000 shares to 75,000,000
shares.
Under Section 8.1 of Article VIII - Capital Stock of the
Company's Articles of Incorporation, as amended and restated effective
November 6, 1984 (as so amended and restated, the "Articles of
Incorporation"), the entire capital of the Company currently consists
of 38,500,000 shares of capital stock, divided into 35,000,000 shares
of Common Stock, par value $0.01 per share, and 3,500,000 shares of
Preferred Stock (the "Preferred Stock"), par value $0.01 per share.
If the Proposed Articles Amendment is approved, Section 8.1 of the
Company's Articles of Incorporation would be amended to read in its
entirety as follows:
"Section 8.1 Number of Shares and Classes.
The number of shares which the corporation has
authority to issue is 78,500,000, divided into the following
classes:
8.1.1 75,000,000 shares of Common Stock of par
value $0.01 per share.
8.1.2 3,500,000 shares of Preferred Stock of
the par value of $0.01 per share."
As of February 25, 1998, of the 35,000,000 shares of Common Stock
presently authorized, ___________ shares were issued and outstanding,
__________ shares were held as treasury stock, and ____________ shares
were reserved for issuance pursuant to options under the 1995 Stock
Plan.
In addition, the Company has adopted a Shareholder Rights Plan
which, under specified circumstances, entitles each shareholder to
purchase two-thirds of an additional share of Common Stock for each
share held by such shareholder. Accordingly, the Company has reserved
two-thirds of a share of Common Stock for issuance upon the exercise
of Rights associated with each outstanding share of Common Stock.
This means the Company presently has reserved __________ shares of
Common Stock for issuance in connection with the exercise of Rights.
Additionally, each time the Company issues a share of Common Stock, it
must reserve an additional two-thirds of a share of Common Stock for
issuance under the Shareholder Rights Plan. Assuming the Company
issued all of the shares presently reserved for issuance pursuant to
the exercise of options under the 1995 Stock Plan, the Company would
be required to reserve an additional __________ shares of Common Stock
for issuance in connection with the exercise of Rights attached to
such option shares. The Company then would have outstanding a total
of __________ shares of Common Stock, and would have reserved for
issuance pursuant to the exercise of Rights an additional __________
shares of Common Stock. This would leave the Company with only
___________ shares of authorized and unissued Common Stock that are
unreserved (including treasury shares). The Company therefore has
very little capacity to issue additional shares of Common Stock.
The additional shares of Common Stock that would be authorized by
the Proposed Articles Amendment could be used by the Company for any
proper corporate purpose approved by its Board of Directors. The
availability of such additional shares would enable the Company's
Board of Directors and management, to the extent authorized by the
Board of Directors, to act with flexibility when favorable
opportunities arise to expand or strengthen the Company's business and
prospects through the issuance of Common Stock. Among other reasons,
additional shares could be issued to: increase the Company's capital
through sales of Common Stock; engage in other types of transactions;
undertake acquisitions; satisfy existing contractual commitments
(including employee stock options and rights under the Shareholder
Rights Plan); and effect stock splits that help to maintain an
efficient trading market in the Company's Common Stock. With respect
to this last item, it is important to note that the Company has
effected two stock splits of its Common Stock during 1996 and 1997.
The Company's management regularly reviews a range of financing
transactions including the issuance of Common Stock. Except for
shares reserved for issuance as described above, the Company has no
present intention for additional stock splits or for issuing or
selling Common Stock for any purpose, but may do so if market and
other conditions should indicate that such a course of action is
advisable.
If the Proposed Articles Amendment is adopted, the Company's Board
of Directors generally may issue the additional authorized shares of
Common Stock without further shareholder approval. In some instances,
shareholder approval for the issuance of additional shares may be
required by law or by the requirements of the New York Stock Exchange
(on which the Company's Common Stock is listed), or the obtaining of
such approval otherwise may be necessary or desirable. Except in such
cases, it is not anticipated that further shareholder authorization
would be solicited. Shareholders are not entitled to preemptive
rights to purchase any new issue of shares of the Company's Common
Stock.
3.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 accompanying this Proxy Statement. If other matters do
properly come before the Annual Meeting, proxies will 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, 1998. 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.
1999 ANNUAL MEETING
Shareholders intending to submit proposals to be considered for
inclusion in the Proxy Statement and form of proxy for the 1999 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 2, 1998.
Shareholders wishing to propose any floor nominations for
directors or floor proposals at the 1999 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
March 16, 1998 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 5, 1998
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
R to vote all of the 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 of the Company's corporate offices
O located at 500 South 16th Street, Manitowoc, Wisconsin, at 9:00
a.m., C.D.T., Tuesday, May 5, 1998, or any adjournment thereof, as
follows:
X 1. Election of Directors.
Nominees: George E. Fischer and Gilbert F. Rankin, Jr.;
Y
2. Approval of Proposed Articles Amendment to increase the
Company's authorized shares of Common Stock from 35,000,000
to 75,000,000;
3. 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 accompanying 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.)
Please mark your [PRELIMINARY PROXY MATERIAL] 7831
[ x ] 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" Proposals 1 and 2.
The Board of Directors recommends a vote FOR Proposals 1 and 2.
- --------------------------------------------------------------------
1. Election of Directors. 2. Approval of Proposed Articles
(see reverse) Amendment (see reverse)
[ ] FOR [ ] FOR
[ ] WITHHELD [ ] AGAINST
[ ] ABSTAIN
For, except vote withheld as to the following nominee(s):
_____________________________________________________________
PLEASE MARK BOXES IF APPLICABLE
--------------------------------
Yes, I will attend the Annual Meeting of
Shareholders on Tuesday, May 5, 1998 [ ]
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
SHAREHOLDER SERVICES CENTER First Chicago Trust Company
1-800-519-3111 of New York
P.O. Box 2500
Jersey City, NJ 07303-2500
