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:
[ ] 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 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)(4) 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 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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:
THE MANITOWOC COMPANY, INC.
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(920) 684-4410
March 15, 1999
TERRY D. GROWCOCK
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders
of The Manitowoc Company, Inc. which will be held at the Holiday Inn Manitowoc
located at 4601 Calumet Avenue, Manitowoc, Wisconsin, on Tuesday, May 4, 1999,
at 9:00 a.m. (CDT).
Two matters of business will be presented at the meeting - the election of
five directors to serve staggered terms ending at our Annual Meeting of
Shareholders in the years 2000, 2001 and 2002, and approval of the proposed 1999
Non-employee Director Stock Option Plan, both as set forth in the accompanying
Notice and Proxy Statement. The Board of Directors of the Company recommends a
vote "FOR" both of these matters.
Whether or not you are able to attend the 1999 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 27th.
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/ Terry D. Growcock
THE MANITOWOC COMPANY, INC.
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(920) 684-4410
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
THE MANITOWOC COMPANY, INC.
Notice is hereby given that the Annual Meeting of Shareholders of
The Manitowoc Company, Inc. (the "Company"), a Wisconsin corporation,
will be held at the Holiday Inn Manitowoc located at 4601 Calumet
Avenue, Manitowoc, Wisconsin, on Tuesday, May 4, 1999, at 9:00 a.m.
(CDT), for the following purposes:
1.To elect five directors of the Company as described in the Proxy
Statement;
2.To consider and vote upon the approval of The Manitowoc Company, Inc.
1999 Non-employee Director Stock Option Plan; 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
24, 1999, 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 15, 1999
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, 1998, is also enclosed. The
Annual Report is neither a part of this Proxy Statement nor incorporated
herein by reference. The approximate date on which this Proxy Statement
and the enclosed form of proxy are first being sent or given to
shareholders is March 15, 1999.
On February 24, 1999, the record date for determining shareholders
entitled to vote at the Annual Meeting, there were outstanding
17,309,800 shares of Company Common Stock, $0.0l 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. On
February 16, 1999, the Board of Directors approved a 3-for-2 stock split
in the form of a 50% stock dividend, to be effective March 31, 1999.
The record date for that stock split was March 1, 1999. The resulting
newly issued shares will not be eligible to vote at the Annual Meeting,
and are not reflected in the number of shares outstanding on February
<PAGE>
24, 1999, or in the other share information contained in this Proxy
Statement.
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 five
director nominees and FOR the proposal to approve The Manitowoc Company,
Inc. 1999 Non-employee Director Stock Option Plan.
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 (five 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.
The affirmative vote of the holders of a majority of the shares of
Common Stock represented and voted at the Meeting (assuming a quorum is
present) is required to approve The Manitowoc Company, Inc. 1999 Non-
employee Director Stock Option Plan. Any shares not voted at the
Meeting (whether as a result of broker non-votes or otherwise, except
abstentions) will have no impact on the vote. Shares of Common Stock as
to which holders abstain from voting will be treated as votes against
The Manitowoc Company, Inc. 1999 Non-employee Director Stock Option
Plan. Votes will be tabulated by inspectors of election appointed by
the Board.
OWNERSHIP OF SECURITIES
STOCK OWNERSHIP OF BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT
Based on information provided and available to the Company on
February 24, 1999, each person or entity known to have beneficial
ownership of more than 5% of the Company's outstanding Common Stock at
December 31, 1998 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. 1,057,725 6.12%
82 Devonshire Street
Boston, MA 02109-3614
</TABLE>
STOCK OWNERSHIP OF 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 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 24,
1999. 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 4.7% 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.
<TABLE>
<CAPTION>
DEFERRED
SHARES BENEFICIALLY COMMON STOCK
NAME OWNED(1) UNITS(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Dean H. Anderson....................... 4,400 1,859
Fred M. Butler......................... 70,210(3)(4) 23,999
Philip L. FitzGerald................... 10,425(3)(5) 5,541
E. Dean Flynn.......................... 5,437(3)(6) 5,151
Robert R. Friedl....................... 15,628(3)(7) 1,248
Terry D. Growcock...................... 8,288(3) 3,654
Philip D. Keener....................... 10,053(3)(8) 1,844
James P. McCann........................ 2,727 10,590
George T. McCoy........................ 9,250(9) 0
Thomas G. Musial....................... 9,468(3)(10) 5,500
Guido R. Rahr, Jr...................... 7,352 0
Gilbert F. Rankin, Jr.................. 20,219 0
Bruce C. Shaw.......................... 40,162(3)(11) 14,400
Robert C. Stift........................ 0(12) 0
Robert S. Throop....................... 14,943(13) 11,690
All Executive Officers and Directors
as a group (16 persons) ........... 810,613(14) 86,499
<FN>
- -------------------------------
(1)Unless otherwise noted, the specified persons have sole voting power
and sole dispositive power as to the indicated shares. Share
information has not been adjusted to reflect the Company's March 31,
1999 3-for-2 stock split to be effected as a 50% stock dividend.
(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 current and former executive officers, includes
the indicated number of shares which were held in their respective
RSVP Profit Sharing Plan accounts at December 31, 1998, as to which
they have sole voting power and shared investment power: Fred M.
Butler - 7,796; Philip L. FitzGerald - 484; E. Dean Flynn - 2,766;
Robert R. Friedl - 4,788; Terry D. Growcock - 1,122; Philip D.
Keener - 3,365; Thomas G. Musial - 3,088; and Bruce C. Shaw - 3,194.
(4)Includes 8,102 shares held in a revocable trust under which Mr.
Butler and his spouse are co-trustees, sharing voting and investment
power. Also includes 23,908 shares held by an irrevocable trust (of
which Mr. Butler and his spouse are co-trustees and under which he
receives dividends and economic benefits of the shares during their
lifetime) for the benefit of Willamette University. Mr. Butler and
his spouse retain sole voting power of these shares during their
lifetime. Also includes 16,405 shares which Mr. Butler has the right
to acquire pursuant to the 1995 Stock Plan. Mr. Butler retired as
an executive officer and director of the Company in June 1998. The
number of shares beneficially owned for Mr. Butler is provided as of
December 31, 1998.
(5) Includes 9,181 shares as to which voting and investment power is
shared with spouse. Mr. FitzGerald ceased to be an executive
officer of the Company in October 1998. The number of shares
beneficially owned for Mr. FitzGerald is provided as of December 31,
1998.
(6)Includes 2,137 shares which Mr. Flynn has the right to acquire
pursuant to the 1995 Stock Plan.
(7)Includes 1,500 shares as to which voting and investment power is
shared with spouse. Also includes 3,487 shares which Mr. Friedl has
the right to acquire pursuant to the 1995 Stock Plan. Excludes
2,063 shares held by Mr. Friedl's spouse as custodian for their
children, as to which he disclaims beneficial ownership.
(8) Includes 3,931 shares as to which voting and investment power is
shared with spouse. Mr. Keener ceased to be an executive officer of
the Company in October 1998. The number of shares beneficially
owned for Mr. Keener is provided as of December 31, 1998.
(9) Represents shares held in trust under which Mr. McCoy and his
spouse are co-trustees, sharing voting and investment power.
(10) Includes 1,303 shares which Mr. Musial has the right to acquire
pursuant to the 1995 Stock Plan.
(11) Includes 1,152 shares as to which voting and investment power is
shared with spouse. Also includes 3,880 shares as to which Mr. Shaw
has the right to acquire pursuant to the 1995 Stock Plan. Excludes
2,407 shares held by Mr. Shaw's spouse directly, and 719 shares held
by Mr. Shaw's spouse as custodian for their son, as to which he
disclaims beneficial ownership.
(12) Excludes 1,000 shares held by Mr. Stift's spouse directly, as to
which he disclaims beneficial ownership.
(13) Includes 4,587 shares as to which voting and investment power is
shared with spouse.
(14) Includes 61,873 shares as to which voting and investment power are
shared and 453,597 shares, at December 31, 1998, held by the RSVP
Profit Sharing Plan Trust (persons within the group hold sole voting
power with respect to 29,124 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)).
Also includes 154,795 shares, at February 24, 1999, as to which the
Company, thru certain officers, have sole voting power under the
Deferred Compensation Plan Trust.
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16 of the Exchange Act, the Company's
directors, its executive officers, and any persons who beneficially own
more than 10% of the Company's Common Stock are required to file
reports of their trading in equity securities of the Company with the
Securities and Exchange Commission (the "Commission"), the New York
Stock Exchange, 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 1998 its executive officers and directors complied with all such
applicable filing requirements.
- -------------------------------------------------------------------
1. ELECTION OF DIRECTORS
- -------------------------------------------------------------------
Five directors are to be elected at the Annual Meeting, three of
whom are to serve a three year term expiring at the 2002 Annual
Meeting, one of whom is to serve a two year term expiring at the 2001
Annual Meeting, and one of whom is to serve a one year term expiring at
the 2000 Annual Meeting and, for each such director, until their
respective successors are duly elected and qualified. The names of the
nominees of management and the continuing Board members are set forth
below, along with additional information regarding such persons. Each
person so named is presently serving as a director of the Company.
The election shall be determined by a plurality of the votes duly
cast. 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. The five nominees
have indicated that they are able and willing to serve as directors.
However, if any of the nominees should be unable to serve, an
eventuality which management does not contemplate, it is intended that
the proxies will vote 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 THREE YEAR TERMS EXPIRING AT THE ANNUAL MEETING TO BE HELD IN THE YEAR 2002
<S> <C> <C>
Dean H. Anderson .... Senior Vice President - Strategic Development (since 7/97) and
(Age 58) 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)(2) ............................................. 1992
James P. McCann ..... Retired (12/92); former Vice Chairman, President and Chief
(Age 69) Operating Officer (3/91-12/92) of Bridgestone/Firestone, Inc.,
Nashville, TN (tire manufacturer) (3)(4) .................................... 1990
Robert S. Throop .... Retired (12/96); former Chairman and Chief Executive Officer
(Age 61) (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
(2)(3)(4) ................................................................................. 1992
FOR TWO YEAR TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN THE YEAR 2001
Robert C. Stift ..... Chairman and Chief Executive Officer (since 6/98) of USI Diversified,
(Age 57) Hagerstown, MD (manufacturer of industrial and consumer products,
a business unit of U.S. Industries); previously Chairman and Chief
Executive Officer (5/92-4/98) of Grove Worldwide (Division of
Hanson PLC), Shady Grove, PA (construction equipment
manufacturer) (1) ........................................................................... 1998
FOR ONE YEAR TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN THE YEAR 2000
Terry D. Growcock President and Chief Executive Officer (since 7/98) of the Company;
(Age 53) previously President and General Manager of Manitowoc Ice, Inc.
(8/96-7/98), a subsidiary of The Manitowoc Company, Inc., Executive
Vice President and General Manager of Manitowoc Equipment Works
(7/94-8/96), a division of The Manitowoc Company, Inc., and Vice
President and General Manager (8/93-7/94) of the Robertshaw
Tennessee Division (automotive controls manufacturer), Knoxville,
TN subsidiary of Siebe plc. (3) ............................................................ 1998
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
FOR TERMS EXPIRING AT THE ANNUAL MEETING TO BE HELD IN THE YEAR 2001
Gilbert F. Rankin, Jr. Retired (9/87); former Administrative Director, College of
(Age 66) Engineering, Cornell University, Ithaca, NY (1)(4) ............................1974
<PAGE>
FOR TERMS EXPIRING AT THE ANNUAL MEETING TO BE HELD IN THE YEAR 2000
George T. McCoy ..... Retired (4/86); former Chairman of the Board (1985-4/86) of Guy F.
(Age 79) 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 70) and Chief Executive Officer (9/87-11/93) of Rahr Malting Co.,
Minneapolis, MN (producer of barley malt) (1) .................................1980
<FN>
- --------------------------------------------
(1) Member of Audit Committee.
(2) Member of Compensation and Benefits Committee.
(3) Member of Executive Committee.
(4) Member of Nominating Committee.
</TABLE>
MEETINGS OF THE BOARD AND ITS COMMITTEES
During the fiscal year ended December 31, 1998, the Board of
Directors met four times. No member of the Board missed any of the
meetings held by the Board or the committees on which he served.
The Company has standing Audit, Compensation and Benefits,
Executive, and Nominating Committees of the Board of Directors. During
the fiscal year ended December 31, 1998, there were two meetings of the
Audit Committee, four meetings of the Compensation and Benefits
Committee, three meetings of the Executive Committee, and three 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 reviews and makes 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. The Nominating Committee does not have a policy
to consider nominees recommended by shareholders.
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, 1998, December 31, 1997, and December 31, 1996, each component of
compensation paid or earned for the current and former Chief Executive
Officers, for each of the four other most highly compensated executive
officers of the Company who were serving as executive officers at the
end of fiscal 1998 whose cash compensation exceeded $100,000 during
fiscal 1998, and two former executive officers who would have been among
the four other most highly compensated executive officers of the Company
but were no longer serving as executive officers at the end of fiscal
1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
-------------------------
AWARDS PAYOUTS
---------- ----------
ANNUAL COMPENSATION SECURITIES LTIP ALL OTHER
NAME AND SALARY BONUS UNDERLYING PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) OPTIONS/SARS ($) ($)
(1) (1)(2) (#)(3) (4) (5)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Terry D. Growcock (6) ............... 1998 $277,692 $437,194 24,000 $ 58,310 $41,566
President and General Manager
(Manitowoc Ice, Inc. 1/98-6/98);
President and Chief Executive
Officer (The Manitowoc
Company, Inc. 7/98-Present)
Fred M. Butler (6) .................. 1998 $291,385 $235,412 0 $266,438 $10,023
President and Chief Executive 1997 $400,000 $437,995 45,000 $113,885 $11,500
Officer (The Manitowoc 1996 $376,926 $360,240 40,500 $ 72,424 $ 9,259
Company, Inc. 1/98-6/98);
President (Manitowoc Crane
Group, Inc. 7/98-Present)
Robert R. Friedl ...... 1998 $217,692 $191,272 10,000 $110,860 $27,444
Senior Vice President and 1997 $200,000 $182,498 15,000 $ 46,418 $26,623
Chief Financial Officer 1996 $198,077 $150,100 10,575 $ 27,421 $24,215
<PAGE>
Thomas G. Musial ...... 1998 $155,192 $136,623 6,000 $ 76,533 $38,164
Vice President - Human 1997 $135,000 $123,186 8,400 $ 30,333 $34,439
Resources and Administration 1996 $134,039 $101,317 5,175 $ 8,063 $27,116
Bruce C. Shaw ......... 1998 $134,808 $100,822 4,000 $143,531 $46,737
President and General Manager 1997 $124,584 $ 90,472 6,000 $103,520 $48,284
(Bay Shipbuilding Co.) and 1996 $114,190 $116,974 5,175 $143,367 $36,667
Executive Vice President
(Manitowoc Marine Group, Inc.)
E. Dean Flynn ......... 1998 $106,846 $ 93,814 3,200 $ 58,647 $33,273
Secretary and Manager - 1997 $100,000 $ 91,249 4,800 $ 23,493 $26,181
Corporate Insurance 1996 $ 99,615 $ 75,050 4,275 $ 13,730 $22,257
Philip L. FitzGerald (7) 1998 $196,918 $ 58,457 6,000 $ 22,841 $ 7,869
Vice President - International 1997 $189,091 $ 90,265 12,600 0 $24,529
Development
Philip D. Keener (8) .. 1998 $144,808 $161,101 (9) 4,000 $ 72,707 $33,245
Treasurer 1997 $125,000 $114,061 6,000 $ 28,885 $28,763
1996 $124,423 $ 93,812 5,175 $ 16,001 $25,775
<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 that 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 50% stock dividend and its July 2,
1996 3-for-2 stock split effected as a 50% stock dividend. Share
information has not been adjusted to reflect the Company's March 31,
1999 3-for-2 stock split to be effected as a 50% stock dividend.
(4) Reflects portion of bonus bank balance under the EVA Plan paid with
respect to the fiscal year indicated.
(5) The 1998 amounts represent: (a) the Company's contributions to the
RSVP Profit Sharing Plan as follows: Terry D. Growcock - $26,590,
Fred M. Butler - $9,169, Robert R. Friedl - $26,590, Thomas G. Musial
- $26,590, Bruce C. Shaw - $29,574, E. Dean Flynn - $24,724, Philip L.
FitzGerald - $7,015, and Philip D. Keener - $26,590; (b) premiums paid
by the Company relating to key man group life insurance as follows:
Terry D. Growcock - $854, Fred M. Butler - $854, Robert R. Friedl -
$854, Thomas G. Musial - $854, Bruce C. Shaw - $854, E. Dean Flynn -
$854, Philip L. FitzGerald - $854, and Philip D. Keener - $854; and
(c) Company contributions to the Deferred Compensation Plan as
follows: Terry D. Growcock - $14,122, Fred M. Butler - $0, Robert R.
Friedl - $0, Thomas G. Musial - $10,720, Bruce C. Shaw - $16,309, E.
Dean Flynn - $7,695, Philip L. FitzGerald - $0, and Philip D. Keener -
$5,801.
(6) Mr. Butler resigned as President and Chief Executive Officer as of
June 30, 1998 and Mr. Growcock became President and Chief Executive
Officer of the Company effective July 1, 1998.
(7) Mr. FitzGerald ceased to be an executive officer of the Company in
October 1998.
(8) Mr. Keener ceased to be an executive officer of the Company in
October 1998.
(9) Mr. Keener was paid a bonus of $34,054 in connection with his
reassignment overseas, of which $19,054 was for a cost-of-living
adjustment. $15,000 of the bonus received in 1998 was paid in
connection with Mr. Keener's relocation.
</TABLE>
In connection with the 1995 Stock Plan, the table below sets forth
information regarding stock option grants during the last fiscal year to
the executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Individual Grants (1) Annual Rates of Stock
Price Appreciation
For Option Term (2)
-------------------------------------------------- ----------------------
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Granted (#)(3) Fiscal Year (S/Sh) Date 5% ($) 10% ($)
---------- --------- ------- --------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Terry D. Growcock 24,000 17.19% $45.8125 5/05/2008 $691,470 $1,752,320
Fred M. Butler 0 0 0 0 0 0
Robert R. Friedl 10,000 7.16% $45.8125 5/05/2008 $288,112 $ 730,133
Thomas G. Musial 6,000 4.30% $45.8125 5/05/2008 $172,867 $ 438,080
Bruce C. Shaw 4,000 2.87% $45.8125 5/05/2008 $115,245 $ 292,053
E. Dean Flynn 3,200 2.29% $45.8125 5/05/2008 $ 92,196 $ 233,643
Philip L. FitzGerald 6,000 4.30% $45.8125 1/19/1999 $ 13,744 $ 27,488
Philip D. Keener 4,000 2.87% $45.8125 5/05/2008 $115,245 $ 292,053
<FN>
(1) Consists of incentive and non-qualified stock options to purchase
shares of Company Common Stock granted on May 5, 1998 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 not been adjusted to reflect the Company's
March 31, 1999 3-for-2 stock split to be effected as a 50% stock
dividend.
</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 ($) FISCAL YEAR-END FISCAL YEAR-END
(#)(1)(2) ($)(3)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Terry D. Growcock 3,150 $ 56,952 6,300/54,750 $ 195,899/$ 727,750
Fred M. Butler 13,970 $297,712 16,405/95,625 $ 503,923/$2,287,108
Robert R. Friedl 4,443 $108,215 3,487/38,220 $ 105,532/$ 649,894
Thomas G. Musial 1,293 $ 23,377 2,587/20,870 $ 80,444/$ 335,223
Bruce C. Shaw 0 0 3,880/16,470 $122,732/$ 296,331
E. Dean Flynn 1,068 $ 26,919 2,137/13,345 $ 66,452/$ 242,266
Philip L. FitzGerald 3,150 $ 93,272 0/0 0/0
Philip D. Keener 3,880 $ 95,657 0/16,470 0/$ 296,331
N/A = Not Applicable
<FN>
(1) No SARs were outstanding at the end of fiscal 1998.
(2) Share information has not been adjusted to reflect the Company's March 31,
1999 3-for-2 stock split to be effected as a 50% stock dividend.
(3) Based upon the difference between the option exercise prices and the
$44.375 closing sale price of Company Common Stock on the New York Stock
Exchange at the end of fiscal 1998.
</TABLE>
As described in more detail in the "Report of the Compensation and
Benefits Committee on Executive Compensation" below, the EVA Plan requires
that bonuses payable to executive officers in excess of their target bonuses
be banked and remain at risk. One third of a positive "bonus bank" balance
is paid out at the end of each year. A negative bonus in any year is
subtracted from the outstanding bonus bank balance. The amounts of the banked
contingent incentive compensation awarded for fiscal 1998 to the executive
officers named in the Summary Compensation Table are as follows:
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE
PERFORMANCE OR PAYOUTS UNDER
AMOUNTS OTHER PERIOD NON-STOCK PRICE-BASED PLANS
BANKED UNTIL MATURATION
NAME ($) OR PAYOUT MINIMUM ($) MAXIMUM ($)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Terry D. Growcock $393,206 1999-2001 $0 $393,206
Fred M. Butler $211,727 1999-2001 $0 $211,727
Robert R. Friedl $172,028 1999-2001 $0 $172,028
Thomas G. Musial $122,877 1999-2001 $0 $122,877
Bruce C. Shaw $ 71,429 1999-2001 $0 $ 71,429
E. Dean Flynn $ 84,376 1999-2001 $0 $ 84,376
Philip L. FitzGerald $ 93,202 1999 $0 $ 93,202
Philip D. Keener $114,685 1999-2001 $0 $114,685
</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 along with 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 1998, the performance of the Company
and its business units resulted in Plan compensation ranging from a
negative 127% to a positive 479% 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. One third 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
one third of the positive bonus earned up to the target bonus and one
third 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 1998,
stock options to purchase a total of 139,600 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 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
<PAGE>
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
<PAGE>
During fiscal 1998, Mr. Fred M. Butler served as the Company's
Chief Executive Officer ("CEO") from January 1, 1998 to June 30, 1998.
Mr. Terry D. Growcock became CEO effective July 1, 1998.
The factors used to determine the annual base salary and incentive
compensation for Mr. Butler and Mr. Growcock were the same as those
described above for all executive officers. Mr. Butler's base salary
during the six months he served as CEO was $215,385, and Mr. Growcock's
base salary during the six months he served as CEO was $171,154. The
Committee determined that those amounts were 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
and Mr. Growcock's respective individual performances and the Company's
overall performance during their respective tenures as CEO.
Both Mr. Butler's and Mr. Growcock's EVA target bonus level for
fiscal 1998 were 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 $501,850, and $211,727 was added to his
bonus bank, bringing his bonus bank total to $481,041. Similarly, Mr.
Growcock was paid incentive compensation of $495,504, and $393,206 was
added to his bonus bank, bringing his bonus bank total to $384,686.
Based on a subjective consideration of the factors cited above for
all grants under the 1995 Stock Plan, Mr. Growcock was granted during
the year an incentive stock option for 2,182 shares of Common Stock and
a non-qualified stock option for 21,818 shares of Common Stock.
<PAGE>
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. Qualified 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
Dean H. Anderson
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, 1993 in Company Common Stock, the S&P 500 Composite
Stock Index and the S&P Diversified Machinery Stock Index.
(PERFORMANCE GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
(Dividends Reinvested)
Indexed Returns Years Ending
Company/Index Dec. 93 Dec. 94 Dec. 95 Dec. 96 Dec. 97 Dec. 98
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Manitowoc Company $100.00 $ 69.62 $102.40 $207.90 $253.92 $350.92
S&P 500 Index $100.00 $101.32 $139.40 $171.41 $228.59 $293.92
S&P Diversified Machinery
Index (500) $100.00 $103.51 $145.76 $200.87 $239.20 $277.23
</TABLE>
CONTINGENT EMPLOYMENT AGREEMENTS
The Company has entered into Contingent Employment Agreements (the
"Employment Agreements") with Messrs. Growcock, Friedl, Musial, Shaw,
and Flynn, 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
<PAGE>
Prior to his retirement as CEO, the Company entered into a
Supplemental Retirement Agreement (the "Retirement Agreement") with Mr.
Butler providing for certain monthly payments upon his retirement from
the Company, with such benefits varying depending on the timing and
nature of his retirement.
Pursuant to the terms of the Retirement Agreement, because Mr.
Butler retired prior to attaining age 65, he will receive an annual
benefit equal to 50% of his average yearly salary over the 60 months
prior to his retirement, reduced by the amount of pension benefits
received by Mr. Butler from his previous employer. This annual benefit
is payable in monthly installments to Mr. Butler for life and to his
spouse for life in the event that she survives him. While Mr. Butler
has the option to require that the Company fund these benefits with a
rabbi trust, Mr. Butler's rights with respect to payments of benefits
under the Retirement Agreement are those of an unsecured creditor of the
Company.
- ---------------------------------------------------------------------
2. PROPOSED 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
- ---------------------------------------------------------------------
GENERAL
The purpose of the 1999 Non-employee Director Stock Option Plan
("1999 Option Plan") is to promote the long-term growth and financial
success of the Company by providing non-employee directors of the
Company with an opportunity to acquire and increase their proprietary
interest in the Company.
<PAGE>
The following summary description of the 1999 Option Plan is
qualified in its entirety by reference to the full text of the 1999
Option Plan which is attached to this Proxy Statement as Appendix A.
ELIGIBILITY AND ADMINISTRATION
Individuals who are not employees of the Company or any affiliate
thereof and who are elected or appointed as directors of the Company are
automatically entitled, as described below, to receive grants of options
under the 1999 Option Plan. Accordingly, the 1999 Option Plan is
intended to be self-governing. Any questions involving interpretation
will be resolved by the Board.
AWARDS UNDER THE 1999 OPTION PLAN
The 1999 Option Plan authorizes the granting of non-qualified stock
options to non-employee directors of the Company. Subject to adjustment
as described below, the maximum number of shares of Common Stock
available for the granting of awards under the 1999 Option Plan is
125,000. If an option granted under the 1999 Option Plan terminates,
expires, or is canceled prior to the delivery of all of the shares
issuable pursuant to the option, the shares remaining subject to such
option will be available for the granting of new awards under the 1999
Option Plan. Any shares delivered pursuant to the exercise of an option
under the 1999 Option Plan may be either authorized and unissued shares
of Common Stock or treasury shares held by the Company.
<PAGE>
TERMS OF AWARDS
The 1999 Option Plan provides that on the date on which a non-
employee director is first elected or appointed as a director of the
Company (or if later, the date of adoption of the 1999 Option Plan by
the Board) during the existence of the 1999 Option Plan, such non-
employee director will automatically be granted an option to purchase
2,000 shares of Common Stock. Thereafter, continuing non-employee
directors will automatically be granted an additional option to purchase
1,000 shares of Common Stock as of the first Board meeting occurring in
each calendar year.
The per share exercise price for options granted under the 1999
Option Plan will be 100% of the fair market value of a share of Common
Stock on the date of grant. Options granted under the 1999 Option Plan
will become vested and exercisable in increments of 25% per year on the
anniversary of the grant of the option. Option terms are limited to 10
years unless terminated earlier in the event a non-employee director
leaves the Board. If a non-employee director has served at least 5
years as a director (counting all service as a director) the director's
options are 100% vested upon leaving the Board and the former director
has 36 months to exercise. If the director dies in office or during
such 36 month period, his or her personal representative has 12 months
to exercise. If a non-employee director has served for fewer than 5
years as a director, vesting is not accelerated. Vested options must be
exercised within 30 days of leaving the Board. If the director dies in
office or during such 30 day period, his or her personal representative
<PAGE>
has 12 months to exercise the options to the extent they were vested at
death.
Options may be exercised by payment in full of the exercise price
in cash, in shares of Common Stock having a fair market value on the
date of exercise equal to the option exercise price, or by cashless
exercise through a broker. Options may not be assigned, alienated,
sold, or transferred in any manner other than by will or the laws of
descent and distribution without the prior approval of the Board.
ADJUSTMENTS
If any dividend or other distribution, recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of shares of
Common Stock or other securities of the Company, issuance of warrants or
other rights to purchase shares of Common Stock or other securities of
the Company, or other similar corporate transaction or event affects the
shares of Common Stock so that an adjustment is appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the 1999 Option Plan, then the Board
may, in such manner as it may deem equitable, adjust (a) the number of
shares subject to the 1999 Option Plan and which thereafter may be made
the subject of options thereunder, (b) the number and type of shares
subject to outstanding options, and (c) the exercise price with respect
to any options; provided, however, that options subject to grant or
previously granted to non-employee directors under the 1999 Option Plan
at the time of any such event will be subject to only such adjustments
<PAGE>
as are necessary to maintain the proportionate interest of the non-
employee directors and preserve, without exceeding, the value of such
options.
AMENDMENT AND TERMINATION
The Board may amend, suspend or terminate the 1999 Option Plan at
any time provided that such action shall not affect the rights of non-
employee directors with respect to options previously granted to them
without their consent.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The grant of an option under the 1999 Option Plan will create no
income tax consequences to the non-employee director or the Company. A
non-employee director will generally recognize ordinary income at the
time of exercise in an amount equal to the excess of the fair market
value of the Common Stock at such time over the exercise price. The
Company will be entitled to a deduction in the same amount and at the
same time as ordinary income is recognized by the non-employee director.
A subsequent disposition of the Common Stock will give rise to capital
gain or loss to the extent the amount realized from the sale differs
from the tax basis, i.e., the fair market value of the Common Stock on
the date of exercise. This capital gain or loss will be a long-term
capital gain or loss if the Common Stock has been held for more than one
year from the date of exercise.
<PAGE>
FUTURE AWARDS
Grants of options to purchase 2,000 shares of Common Stock were
automatically made to each of the Company's non-employee directors then
in office on the date of adoption of the 1999 Stock Option Plan by the
Board, February 16, 1999. These option grants are subject to approval
of the 1999 Option Plan by the shareholders.
On February 12, 1999, the last reported sale price per share of the
Common Stock on the New York Stock Exchange composite tape was $38.4375.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of
Common Stock represented and voted at the Meeting (assuming a quorum is
present) is required to approve the 1999 Option Plan. Any shares not
voted at the Meeting (whether as a result of broker non-votes or
otherwise, except abstentions) will have no impact on the vote. Shares
of Common Stock as to which holders abstain from voting will be treated
as votes against the 1999 Option Plan. Votes will be tabulated by
inspectors of election appointed by the Board.
THE BOARD RECOMMENDS A VOTE "FOR" THE 1999 OPTION PLAN. SHARES OF
COMMON STOCK REPRESENTED AT THE MEETING BY EXECUTED BUT UNMARKED PROXIES
WILL BE VOTED "FOR" THE 1999 OPTION PLAN.
- ---------------------------------------------------------------------
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
PricewaterhouseCoopers LLP as its independent public accountants for the
fiscal year ending December 31, 1999. A representative of
PricewaterhouseCoopers 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.
ANNUAL MEETING TO BE HELD IN THE YEAR 2000
Shareholder proposals for the Annual Meeting of Shareholders in the
year 2000 must be received no later than November 16, 1999 at the
<PAGE>
Company's principal executive offices, 500 South 16th Street, P.O. Box
66, Manitowoc, Wisconsin 54221-0066, directed to the attention of the
Secretary, in order to be considered for inclusion in next year's Annual
Meeting proxy material. The inclusion of any proposal will be subject
to the applicable rules of the Securities and Exchange Commission.
Pursuant to Rule 14a-4, any Rule 14a-4 submissions will need to be
submitted by January 28, 2000.
Shareholders wishing to propose any floor nominations for directors
or floor proposals at the Annual Meeting of Shareholders to be held in
the year 2000 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
<PAGE>
March 15, 1999 Secretary
APPENDIX A
THE MANITOWOC COMPANY, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
- ------------------------------------------------------------------------------
SECTION 1. PURPOSE
The purpose of The Manitowoc Company, Inc. 1999 Non-employee Director
Stock Option Plan is to promote the long-term growth and financial
success of The Manitowoc Company, Inc. The Plan is intended to secure
for the Company and its shareholders the benefits of the long-term
incentives inherent in increased Common Stock ownership by members of
the Board of Directors of the Company who are not employees of the
Company or its Affiliates. It is intended that the Plan will induce and
encourage highly experienced and qualified individuals to serve on the
Board and assist the Company in promoting a greater identity of interest
between the Company's non-employee directors and the shareholders of the
Company.
SECTION 2. DEFINITIONS
The following terms shall have the respective meanings set forth below,
unless the context otherwise requires:
(a) "AFFILIATE" shall mean any corporation, partnership, joint venture,
or other entity in which the Company holds an equity, profit, or
voting interest of more than fifty percent (50%).
(b) "ANNUAL MEETING OF THE SHAREHOLDERS" shall mean the Annual Meeting
of Shareholders of the Company held each calendar year.
(c) "BOARD" shall mean the Board of Directors of the Company.
<PAGE>
(d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(e) "COMPANy" shall mean The Manitowoc Company, Inc., a Wisconsin
corporation, together with any successor thereto.
(f) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(g) "FAIR MARKET VALUE PER SHARE" shall mean for any day the last sale
price at which a Share traded as reported on the composite tape by
the New York Stock Exchange on the business day immediately
preceding such day, or, if there were no trades of Shares on the
composite tape on such business day, on the most recent preceding
business day on which there were trades. Or, if Shares are not
listed or admitted to trading on the New York Stock Exchange when
the determination of fair market value is to be made, Fair Market
Value per Share shall be the mean between the highest and lowest
reported sales prices of Shares on that date on the principal
exchange on which the Shares are then listed. If the Shares are
not listed on any national exchange, Fair Market Value per Share
shall be the amount determined in good faith by the Board to be the
fair market value of a Share at the relevant time.
(h) "NON-EMPLOYEE DIRECTOR" shall mean a member of the Board who is not
an employee of the Company or any Affiliate.
<PAGE>
Page 1
(i) "OPTION" shall mean a stock option granted hereunder to a Non-
employee Director. An Option shall either be a "First Option,"
granted when a Non-employee Director is initially elected to the
Board, or an "Annual Option," granted annually, thereafter, to each
continuing Non-employee Director.
(j) "OPTION AGREEMENT" shall mean any written agreement, contract, or
other instrument or document evidencing any Option granted under
the Plan.
(k) "PLAN" shall mean The Manitowoc Company, Inc. 1999 Non-employee
Director Stock Option Plan.
(l) "SHARES" shall mean Shares of Common Stock of the Company, $.01 par
value, and such other securities or property as may become subject
to Options pursuant to an adjustment made under Section 4(b) of the
Plan.
SECTION 3. PLAN OPERATION
(a) The Plan is intended to meet the "formula" plan requirements of
Rule 16b-3 (or any successor provision thereto), as interpreted,
adopted under the Exchange Act and accordingly is intended to be
self-governing.
<PAGE>
(b) The Board shall have no discretion to select the Non-employee
Directors to receive Option grants under the Plan, to determine the
number of Shares subject to the Plan or to each grant, nor the
exercise price of the Options granted pursuant to the Plan.
(c) The Plan shall be administered by the Board. The Board may, by
resolution, delegate part or all of its administrative powers with
respect to the Plan.
(d) The Board shall have all of the powers vested in it by the terms of
the Plan, such powers to include the authority, within the limits
prescribed herein, to establish the form of the agreement embodying
grants of Options made under the Plan.
(e) The Board shall, subject to the provisions of the Plan, have the
power to construe the Plan, to determine all questions arising
thereunder and to adopt and amend such rules and regulations for
the administration of the Plan as it may deem desirable, such
administrative decisions of the Board to be final and conclusive.
(f) Except to the extent prohibited by applicable law, the Board may
authorize any one or more of their number or the Secretary or any
other officer of the Company to execute and deliver documents on
behalf of the Board. The Board hereby authorizes the Secretary to
execute and deliver all documents to be delivered by the Board
pursuant to the Plan.
SECTION 4. SHARES AVAILABLE FOR OPTIONS
<PAGE>
(a) Subject to adjustment as provided in Section 4(b):
(i) The number of Shares with respect to which Options may be
granted under the Plan shall be 125,000. If, after the effective
date of the Plan, an Option terminates, expires or is canceled
prior to the delivery of all of the Shares issuable thereunder,
then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such
Option, to the extent of any such termination, expiration or
cancellation, shall again be available for granting of additional
Options under the Plan. If the Exercise Price of any Option
granted under the Plan is satisfied by tendering Shares (by either
actual delivery or by attestation), only the number of Shares
issued net of the Shares tendered shall be deemed delivered for
purposes of determining the maximum number of Shares available for
delivery under the Plan.
Page 2
(ii) The number of Shares covered by an Option under the Plan
shall be counted on the date of grant of such Option against the
number of Shares available for granting Options under the Plan.
(iii) Any Shares delivered pursuant to the exercise of an Option
may consist, in whole or in part, of authorized and unissued Shares
or of treasury shares.
(b) In the event that the Board shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other
<PAGE>
securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase or exchange of Shares or
other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or
other similar corporate transaction or event (collectively referred
to as "Events") affects the Shares such that an adjustment is
determined by the Board to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Board may,
in such manner as it may deem equitable, adjust any or all of (i)
the number and type of Shares subject to the Plan and which
thereafter may be made the subject of Options under the Plan; (ii)
the number and type of Shares subject to outstanding Options; and
(iii) the exercise price with respect to any Option (collectively
referred to as "Adjustments"); provided, however, that Options
subject to grant or previously granted to Non-employee Directors
under the Plan at the time of any such Event shall be subject to
only such Adjustments as shall be necessary to maintain the
proportionate interest of the Non-employee Directors and preserve,
without exceeding, the value of such Options; and provided further
that the number of Shares subject to any Option shall always be a
whole number.
SECTION 5. NON-QUALIFIED STOCK OPTION AWARDS TO NON-EMPLOYEE
DIRECTORS
<PAGE>
(a) Non-employee Directors shall automatically be granted Options
under the Plan in the manner set forth in this Section 5 for no
cash consideration. A Non-employee Director may hold more than one
Option under the Plan in his or her capacity as a Non-employee
Director of the Company, but only on the terms and subject to the
conditions set forth herein. All options granted to Non-employee
Directors pursuant to the Plan shall be non-qualified stock options
which do not qualify for special tax treatment under Code Sections
421 or 422.
(b) By and simultaneously with the adoption of the Plan by the Board,
subject to approval of the Plan by the shareholders of the Company,
each Non-employee Director at such time shall be granted an Option
to purchase two thousand (2,000) Shares under the Plan (the "First
Option"). Thereafter, on the date on which a Non-employee
Director, other than a Non-employee Director who was serving as a
director of the Company on the date of shareholder approval, is
first elected or appointed as a director of the Company during the
existence of the Plan, such Non-employee Director shall
automatically be granted an Option to purchase two thousand (2,000)
Shares under the Plan.
(c) Following the date of grant of the First Option, on the date of
the first Board meeting occurring in each calendar year, each
continuing Non-employee Director of the Board shall be granted an
additional Option to purchase one thousand (1,000) Shares under the
Plan (the "Annual Option"). Annual Options are not made
concurrently with First Options and a Non-employee Director must be
<PAGE>
continuing in office in order to be eligible to receive an Annual
Option.
(d) The automatic grants to Non-employee Directors shall not be
subject to the discretion of any person.
(e) Each Option granted under the Plan shall be evidenced by a
written Agreement. Each Agreement shall be subject to, and
incorporate, by reference or otherwise, the applicable terms of
this Plan.
Page 3
(f) No Option shall be granted under the Plan after the tenth
anniversary of the effective date of the Plan. However, the term
of any Option theretofore granted may extend beyond such date.
(g) Notwithstanding the provisions of Section 5(b), Options shall
automatically be granted to Non-employee Directors under the Plan
only for so long as the Plan remains in effect and a sufficient
number of Shares are available hereunder for the granting of such
Options.
(h) No Option, and no right under such Option, shall be assignable,
alienable, saleable or transferable by a Non-employee Director
otherwise than by will or by the laws of descent and distribution
other than with the prior approval of the Board. Each Option shall
be exercisable, during the lifetime of the Non-employee Director,
<PAGE>
only by such individual or, if permissible under applicable law, by
such individual's guardian or legal representative. No Options may
be pledged, alienated, attached or otherwise encumbered, and any
purported pledge, alienation, attachment or encumbrance thereof
shall be void and unenforceable against the Company or any
Affiliate.
SECTION 6. EXERCISE PRICE
(a) The price per Share of the Company's Common Stock which may be
purchased upon exercise of an Option ("Exercise Price") shall be
one hundred percent (100%) of the Fair Market Value per Share on
the date the Option is granted and shall be payable in full at the
time the Option is exercised as follows (except that, in the case
of an exercise under paragraph (iii), payment may be made as soon
as practicable after the exercise):
(i) in cash or by certified check,
(ii) by delivery to the Company of Shares which shall have been
owned for at least six (6) months and have a Fair Market Value per
Share on the date of surrender equal to the Exercise Price, or
(iii) by delivery to the Company of a properly executed exercise
notice together with irrevocable instructions to a broker to
promptly deliver to the Company from sale or loan proceeds the
amount required to pay the exercise price.
<PAGE>
(b) Such Exercise Price shall be subject to adjustment as provided in
Section 4(b) hereof.
SECTION 7. DURATION AND VESTING OF OPTIONS
(a) The term of each Option granted to a Non-employee Director shall
be for ten (10) years from the date of grant, unless terminated
earlier pursuant to the provisions of Section 8 hereof.
(b) Except as otherwise provided in Section 8 hereof, each Option
shall vest and become exercisable according to the following
schedule:
(i) twenty-five percent (25%) of the total number of Shares
covered by the Option shall become exercisable beginning with the
first anniversary date of the grant of the Option;
(ii) thereafter twenty-five percent (25%) of the total number
of Shares covered by the Option shall become exercisable on each
subsequent anniversary date of the grant of the Option until the
fourth anniversary date of the grant of the Option upon which the
total number of Shares covered by Option shall become exercisable.
Page 4
SECTION 8. EFFECT OF TERMINATION OF MEMBERSHIP ON THE BOARD
<PAGE>
(a) The right to exercise an Option granted to a Non-employee
Director shall be limited as follows, provided the actual date of
exercise is in no event after the expiration of the term of the
Option:
(i) If a Non-employee Director ceases being a director of the
Company for any reason other than the reasons identified in
subparagraph (b) of this Section 8, the Non-employee Director shall
have the right to exercise the Options as follows, subject to the
condition that no Option shall be exercisable after the expiration
of the term of the Option:
(A) If the Non-employee Director was a member of the
Board of Directors of the Company for five (5) or more years, all
outstanding Options become immediately exercisable upon the date
the Non-employee Director ceases being a director for any reason.
The Non-employee Director may exercise the Options for a period of
thirty-six (36) months from the date the Non-employee Director
ceases to be a director, provided that if the Non-employee Director
dies while serving as a director or before such thirty-six (36)
month period has expired, the Options may be exercised by the Non-
employee Director's legal representative or any person who acquires
the right to exercise an Option by reason of the Non-employee
Director's death for a period of twelve (12) months from the date
of the Non-employee Director's death.
(B) If the Non-employee Director was a member of the
Board of Directors of the Company for fewer than five (5) years,
the Non-employee Director may exercise the Options, to the extent
<PAGE>
they were exercisable at the date the Non-employee Director ceases
to be a member of the Board for any reason, for a period of thirty
(30) days following the date the Non-employee Director ceased being
a director, provided that if the Non-employee Director dies while
serving as a director or before such thirty (30) day period has
expired, the Options may be exercised by the Non-employee
Director's legal representative, or any person who acquires the
right to exercise an Option by reason of the Non-employee
Director's death, for a period of twelve (12) months from the date
of the Non-employee Director's death.
(C) In the event any Option is exercised by the
executors, administrators, legatees, or distributees of the estate
of a deceased optionee, the Company shall be under no obligation to
issue stock thereunder unless and until the Company is satisfied
that the person or persons exercising the Option are the duly
appointed legal representatives of the deceased optionee's estate
or the proper legatees or distributees thereof.
(b) If a Non-employee Director ceases being a director of the Company
due to an act of:
(i) fraud or intentional misrepresentation, or
(ii) embezzlement, misappropriation or conversion of assets or
opportunities of the Company or any Affiliate of the Company, or
(iii) any other gross or willful misconduct as determined by the
Board, in its sole and conclusive discretion, all Options granted
<PAGE>
to such Non-employee Director shall immediately be forfeited as of
the date of the misconduct.
Page 5
SECTION 9. AMENDMENT AND TERMINATION OF THE PLAN
(a) The Board may at any time amend, alter, suspend, discontinue or
terminate the Plan.
(b) Termination of the Plan shall not affect the rights of Non-
employee Directors with respect to Options previously granted to
them, and all unexpired Options shall continue in force and effect
after termination of the Plan, except as they may lapse or be
terminated by their own terms and conditions. Any amendment to the
Plan shall become effective when adopted by the Board, unless
specified otherwise.
(c) Rights and obligations under any Option granted before any
amendment of this Plan shall not be materially and adversely
affected by amendment of the Plan, except with the consent of the
person who holds the Option, which consent may be obtained in any
manner that the Board deems appropriate.
<PAGE>
SECTION 10. GENERAL PROVISIONS
(a) Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional
compensation arrangements for Non-employee Directors, and such
arrangements may be either generally applicable or applicable only
in specific cases.
(b) The grant of an Option to a Non-employee Director pursuant to the
Plan shall confer no right on such Non-employee Director to
continue as a director of the Company. Except for rights accorded
under the Plan, Non-employee Directors shall have no rights as
holders of Shares as a result of the granting of Options hereunder.
(c) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any Shares under the Plan or
make any other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities
Act of 1933), and the applicable requirements of any securities
exchange or similar entity.
(d) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of Shares, the issuance may be
effected on a non-certificated basis, to the extent not prohibited
by applicable law or the applicable rules of any stock exchange.
(e) The validity, construction and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in
<PAGE>
accordance with the internal laws of the State of Wisconsin and
applicable federal law.
(f) Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision hereof.
(g) The Plan shall be effective as of the date of adoption of the
Plan by the Board, February 16, 1999, subject to approval of the
Plan by the shareholders of the Company.
APPENDIX B 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 4,1999
P The undersigned holder of Common Stock of The Manitowoc Company,
Inc. hereby appoints Terry D. Growcock 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 at the Holiday Inn Manitowoc located at 4601 Calumet
O Avenue, Manitowoc, Wisconsin, at 9:00 a.m., C.D.T., Tuesday,
May 4, 1999, or any adjournment thereof, as follows:
X 1. Election of Directors.
Nominees: Dean H. Anderson, Terry D. Growcock, James P.
McCann, Robert C. Stift, and Robert S. Throop;
Y
2. Approval of Proposed 1999 Non-emloyee Director Stock Option
Plan
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 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 1999
(see reverse) Non-employee Director Stock
Option Plan (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 4, 1999 [ ]
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
