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 20, 2000
TERRY D. GROWCOCK
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to attend the 2000 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 2, 2000, at 9:00 a.m. (CDT).
As set forth in the enclosed proxy materials, the only matter of
business scheduled to be acted upon at the meeting is the election of
two directors. The Board of Directors of the Company recommends a
vote "FOR" election of the two directors, named in the enclosed proxy
materials, to serve a term ending at our Annual Meeting of
Shareholders in the year 2003.
Whether or not you are able to attend the 2000 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 25th.
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 2, 2000, at 9:00 a.m.
(CDT), for the following purposes:
1.To elect two directors of the Company as described in the Proxy
Statement; and
2.To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof;
all as set forth and described in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on
February 23, 2000, 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
MAURICE D. JONES
General Counsel and Secretary
Manitowoc, Wisconsin
March 20, 2000
PROXY STATEMENT
THE MANITOWOC COMPANY, INC.
500 South 16th Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(920) 684-4410
SOLICITATION AND VOTING
This Proxy Statement is furnished by the Board of Directors (the
"Board of Directors") of The Manitowoc Company, Inc., a Wisconsin
corporation (the "Company"), to the shareholders of the Company in
connection with a solicitation of proxies for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at 9:00
a.m., Central Daylight Time, on Tuesday, May 2, 2000, at the Holiday
Inn Manitowoc located at 4601 Calumet Avenue, Manitowoc, Wisconsin,
and at any and all adjournments thereof. This Proxy Statement and the
accompanying materials are first being mailed to shareholders on or
about March 20, 2000.
On February 23, 2000, the record date for determining
shareholders entitled to vote at the Annual Meeting, there were
outstanding 26,091,680 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.
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.
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.
OWNERSHIP OF SECURITIES
STOCK OWNERSHIP OF BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT
The following table sets forth information regarding the
beneficial ownership of each person or entity known by the Company to
have beneficial ownership of more than 5% of the Company's outstanding
Common Stock as of December 31, 1999.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -----------------------------------------------------------------------------
FMR Corp. (1)
82 Devonshire Street 1,364,713 5.25%
Boston, Massachusetts 02109
(1) Based solely on Amendment No. 3 to Schedule 13G under the
Securities Exchange Act of 1934, as amended, dated February 11,
2000. FMR Corp., reporting on behalf of itself and its direct and
indirect subsidiaries, and on behalf of its chairman, Edward C.
Johnson 3d, and one of its directors, Abigail P. Johnson, has
indicated sole voting power with respect to 829,563 of the shares,
shared voting power with respect to none of the shares, and sole
dispositive power with respect to all of the shares.
STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information regarding the
beneficial ownership of Common Stock by each director and director
nominee of the Company, by 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 23, 2000. Each
of the persons listed below is the beneficial owner of less than 1% of
the outstanding shares of Common Stock, except that the executive
officers and directors as a group own 5.3% 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>
NUMBER OF SHARES NUMBER OF DEFERRED
OF COMMON STOCK COMMON STOCK UNITS
NAME BENEFICIALLY OWNED(1) BENEFICIALLY OWNED (2)
- -----------------------------------------------------------------------------
<S> <C> <C>
Dean H. Anderson 7,350(7) 3,261
E. Dean Flynn 12,651(3)(4)(5) 10,679
Robert R. Friedl 8,001(3)(4) 0
Terry D. Growcock 24,888(3)(4)(6) 5,542
Maurice D. Jones 87(3)(4) 12
James P. McCann 5,952(7)(8) 17,254
George T. McCoy 14,625(7)(9) 0
Thomas G. Musial 20,974(3)(4)(10) 8,863
Guido R. Rahr, Jr. 11,777(7) 0
Gilbert F. Rankin, Jr. 31,078(7) 0
Bruce C. Shaw 66,321(3)(4)(11) 25,463
Robert C. Stift 1,750(7)(12) 144
Glen E. Tellock 5,596(3)(4)(13) 1,856
Robert S. Throop 23,360(7) 19,033
- --------------------------------------------------------------------
All Executive Officers
and Directors
as a group (14 persons) 1,395,822(14) 92,107
<FN>
- ----------------------------
(1)Unless otherwise noted, the specified persons have sole voting
power and sole dispositive power as to the indicated shares.
Share information has been adjusted to reflect the Company's March
31, 1999 3-for-2 stock split which was 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 the Trust has
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 as of December 31, 1999, as to
which they have sole voting power and shared investment power: E.
Dean Flynn - 4,438, Robert R. Friedl - 8,001, Terry D. Growcock -
2,160, Maurice D. Jones - 87, Thomas G. Musial - 5,176, Bruce C.
Shaw - 5,236, and Glen E. Tellock - 4,300.
(4)Reflects shares beneficially owned under the RSVP Profit Sharing
Plan, as amended effective April 1, 1999 to provide that, after
July 1, 1999, Plan accounts are valued on a daily basis.
(5)Mr. Flynn ceased to be an executive officer of the Company in
October 1999. The number of shares beneficially owned for Mr.
Flynn is provided as of December 31, 1999, except for 4,275 shares
which Mr. Flynn has the right to acquire pursuant to the 1995
Stock Plan within sixty days following the record date for the
Annual Meeting.
(6) Includes 22,728 shares as to which voting and investment power is
shared with spouse.
(7)Includes 750 shares which the director has the right to acquire
pursuant to the 1999 Non-Employee Director Stock Option Plan
within sixty days following the record date for the Annual
Meeting.
(8) Includes 1,112 shares as to which voting and investment power is
shared with spouse.
(9) Includes 13,875 shares held in trust under which Mr. McCoy and
his spouse are co-trustees, sharing voting and investment power.
(10) Includes 5,031 shares which Mr. Musial has the right to acquire
pursuant to the 1995 Stock Plan within sixty days following the
record date for the Annual Meeting.
(11) Includes 1,728 shares as to which voting and investment power is
shared with spouse. Also includes 11,953 shares as to which Mr.
Shaw has the right to acquire pursuant to the 1995 Stock Plan
within sixty days following the record date for the Annual
Meeting. Also includes 618 shares held by an investment club, of
which Mr. Shaw is a member, as to which voting power and
dispositive power is shared. Excludes 3,610 shares held by Mr.
Shaw's spouse directly, and 1,088 shares held by Mr. Shaw's spouse
as custodian for their son, as to which he disclaims beneficial
ownership.
(12) Includes 1,000 shares as to which voting and investment power is
shared with spouse. Excludes 1,500 shares held by Mr. Stift's
spouse directly, as to which he disclaims beneficial ownership.
(13) Includes 396 shares as to which voting and investment power is
shared with spouse. Also includes 900 shares which Mr. Tellock
has the right to acquire pursuant to the 1995 Stock Plan within
sixty days following the record date for the Annual Meeting.
Excludes 150 shares held by Mr. Tellock's spouse as custodian for
their daughter.
(14) Includes 40,839 shares as to which voting and investment power
are shared and 962,946 shares, as of December 31, 1999, held by
the RSVP Profit Sharing Plan Trust (persons within the group hold
sole voting power with respect to 29,398 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 227,864 shares, at February
23, 2000, as to which the Company, through certain officers, have
sole voting power under the Deferred Compensation Plan Trust.
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934,
as amended, 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 report their initial ownership of Common Stock
and subsequent changes in that ownership to the Securities and
Exchange Commission (the "Commission") and the New York Stock
Exchange. Specific due dates for those reports have been established
and the Company is required to disclose in this Proxy Statement any
failure to file by those due dates during fiscal year 1999. 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 1999 its executive officers
and directors complied with all such applicable filing requirements.
1. ELECTION OF DIRECTORS
Two directors are to be elected at the Annual Meeting and will
hold office for a three year term expiring in the year 2003, or 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.
Nominees Mr. Growcock and Mr. McCoy are presently serving as directors
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 two
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 2003
<S> <C> <C>
Terry D. Growcock President and Chief Executive Officer (since 7/98) of the Company;
(Age 54) previously President and General Manager of Manitowoc Ice, Inc.
(8/96-7/98), a subsidiary of the Company; Executive Vice President
and General Manager of Manitowoc Equipment Works (7/94-8/96),
a division of the Company; and Vice President and General Manager
(8/93-7/94) of the Robertshaw Tennessee Division (automotive
controls manufacturer), a Knoxville, TN subsidiary of Siebe plc. (3) 1998
George T. McCoy . Retired (4/86); former Chairman of the Board (1985-4/86) of Guy F.
(Age 80) Atkinson Company, San Bruno, CA (industrial and heavy
construction) (1)(2)(3) 1986
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
FOR THREE YEAR TERMS EXPIRING AT THE ANNUAL MEETING TO BE HELD IN THE YEAR 2002
Dean H. Anderson Senior Vice President - Strategic Development (since 7/97) and
(Age 59) 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 70) 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 62) (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 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 67) Engineering, Cornell University, Ithaca, NY (1)(4) 1974
Robert C. Stift . Chairman and Chief Executive Officer (since 8/99) of Lighting
(Age 58) Corporation of America, Hagerstown, MD (manufacturer of
commercial, industrial and residential lighting products, a
subsidiary of U.S. Industries); previously Chairman and Chief
Executive Officer (6/98-8/99) of USI Diversified Products
Company, Hagerstown, MD (manufacturer of industrial and
consumer products, a business unit of U.S. Industries) and
Chairman and Chief Executive Officer (5/92-4/98) of Grove
Worldwide (Division of Hanson PLC), Shady Grove, PA
(construction equipment manufacturer) (1)(4) 1998
- ------------------------------
<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, 1999, 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 1999, the Nominating Committee formed a Corporate Governance
Subcommittee of the Nominating Committee. In the fiscal year ended
December 31, 1999, there were two meetings of the Audit Committee,
four meetings of the Compensation and Benefits Committee, four
meetings of the Executive Committee, two meetings of the Nominating
Committee, and two meetings of the Corporate Governance Subcommittee.
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.
During 1999, the Corporate Governance Subcommittee prepared and
submitted to the Board of Directors for approval, and the Board of
Directors approved, a Corporate Governance Guidelines Policy.
COMPENSATION OF DIRECTORS
Directors of the Company are entitled to reimbursement of their
reasonable out-of-pocket expenses in connection with their travel to
and attendance at meetings of the Board of Directors or committees
thereof. In addition, 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. During 1999, a participating non-
employee director could elect to have his deferred compensation
credited to two bookkeeping accounts, the values of which were based
upon investments in Common Stock and a balanced fund mutual fund,
respectively. Beginning in 2000, five additional bookkeeping accounts
are available to participants. They are a Money Market Fund, a Bond
Fund, an Equity Fund, an S&P Index Fund, and a Small Cap Fund.
Participants have no rights as shareholders pertaining to Common Stock
units credited to their accounts under the Deferred Compensation Plan.
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.
At the Annual Meeting in 1999, the shareholders approved The
Manitowoc Company, Inc. 1999 Non-Employee Director Stock Option Plan.
Pursuant to the terms of that Plan (as amended by the Board of
Directors in 1999), each non-employee director is automatically
granted an option to purchase 3,000 shares of Common Stock on the date
he becomes a director of the Company, and each continuing non-employee
director is thereafter automatically granted an option to purchase
1,500 shares of Common Stock annually on the date of the first meeting
of the Board of Directors occurring each calendar year.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended
December 31, 1999, December 31, 1998, and December 31, 1997, each
component of compensation paid or earned for the Chief Executive
Officer, 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 1999, 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 1999.
<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 1999 $400,000 $448,416 36,001 $178,072 $ 63,421
President and Chief Executive 1998 $277,692 $437,194 24,000 $ 58,310 $ 41,566
Officer
Thomas G. Musial 1999 $170,000 $158,814 13,500 $ 144,030 $ 43,619
Vice President - Human 1998 $155,192 $136,623 6,000 $ 76,533 $ 38,164
Resources and Administration 1997 $135,000 $123,186 8,400 $ 30,333 $ 34,439
Glen E. Tellock 1999 $145,385 $124,177 6,000 $ 69,911 $ 31,068
Vice President - Finance and 1998 $112,300 $ 74,008 1,600 $ 34,826 $ 27,881
Treasurer (10/98-9/99); Vice
President, Chief Financial
Officer and Treasurer (9/99-
Present)
Bruce C. Shaw 1999 $135,000 $ 90,045 6,001 $ 44,955 $ 40,603
President and General Manager 1998 $134,808 $100,822 4,000 $143,531 $ 46,737
(Bay Shipbuilding Co.) and 1997 $124,584 $ 90,472 6,000 $103,520 $ 48,284
Executive Vice President
(Manitowoc Marine Group, LLC)
Maurice D. Jones 1999 $ 66,346 $ 49,584 3,000 $ 0 $ 53,295(7)
General Counsel (7/99-10/99)
and Secretary (10/99-Present)(6)
Robert R. Friedl 1999 $162,692 $219,537 15,000 $203,769 $389,122(9)
Senior Vice President and 1998 $217,692 $191,272 10,000 $110,860 $ 27,444
Chief Financial Officer (8) 1997 $200,000 $182,498 15,000 $ 46,418 $ 26,623
E. Dean Flynn 1999 $103,000 $ 69,022 2,401 $103,460 $ 38,090
Secretary (2/93-10/99) and 1998 $106,846 $ 93,814 3,200 $ 58,647 $ 33,273
Manager - Corporate Insurance 1997 $100,000 $ 91,249 4,800 $ 23,493 $ 26,181
(1/90-10/99); Manager - Property
and Risk (10/99-Present) (10)
<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 year indicated
without regard to any bonus bank balance under the EVA Plan that
may have existed at the beginning of that year, 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 March
31, 1999 3-for-2 stock split which was effected as a 50% stock
dividend, and its June 30, 1997 3-for-2 stock split which was
effected as a 50% stock dividend.
(4)Reflects that portion of the bonus bank balance under the EVA Plan
existing at the beginning of the year indicated, and paid at the
beginning of the next fiscal year.
(5)The 1999 amounts include: (a) the Company's contributions to the
RSVP Profit Sharing Plan as follows: Terry D. Growcock - $27,983,
Thomas G. Musial - $27,983, Glen E. Tellock - $27,983, Bruce C.
Shaw - $26,584, Maurice D. Jones - $10,087, Robert R. Friedl -
$27,983, and E. Dean Flynn - $27,389; (b) premiums paid by the
Company relating to key man group life insurance as follows:
Terry D. Growcock - $827, Thomas G. Musial - $827, Glen E. Tellock
- $620, Bruce C. Shaw - $827, Maurice D. Jones - $0, Robert R.
Friedl - $827, and E. Dean Flynn - $827; and (c) Company
contributions to the Deferred Compensation Plan as follows: Terry
D. Growcock - $34,611, Thomas G. Musial - $14,809, Glen E. Tellock
- $2,465, Bruce C. Shaw - $13,192, Maurice D. Jones - $401, Robert
R. Friedl - $1,188, and E. Dean Flynn - $9,874.
(6)Mr. Jones joined the Company as General Counsel in July 1999 and
became an executive officer of the Company in October 1999.
(7) Mr. Jones was paid $42,807 in connection with relocation
expenses.
(8) Mr. Friedl ceased to be an executive officer of the Company in
August 1999.
(9)In connection with the termination of his status as an executive
officer, Mr. Friedl received his EVA bonus bank balance of
$286,816 and severance pay of $72,308.
(10) Mr. Flynn ceased to be an executive officer of the Company in
October 1999.
</TABLE>
The following table sets forth information regarding stock option
grants during the last fiscal year to the executive officers named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS (1) ANNUAL RATES OF STOCK
PRICE APPRECIATION
FOR OPTION TERM (2)
- ------------------------------------------------------------------------------------ -------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#)(3) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Terry D. Growcock 36,001 16.25% $25.5833 2/16/2009 $ 579,227 $ 1,467,876
Thomas G. Musial 13,500 6.09% $25.5833 2/16/2009 $ 217,204 $ 550,438
Glen E. Tellock 6,000 2.71% $25.5833 2/16/2009 $ 96,535 $ 244,639
Bruce C. Shaw 6,001 2.71% $25.5833 2/16/2009 $ 96,551 $ 244,680
Maurice D. Jones 3,000 1.35% $25.5833 7/19/2009 $ 115,663 $ 229,636
Robert R. Friedl 15,000 6.77% $25.5833 11/30/1999 $ 19,187 $ 38,375
E. Dean Flynn 2,401 1.08% $25.5833 2/16/2009 $ 38,630 $ 97,896
- ---------------------------
<FN>
(1)Consists of incentive and non-qualified stock options to purchase
shares of Common Stock granted on February 16, 1999 for Messrs.
Growcock, Musial, Tellock, Shaw, Freidl, and Flynn, and on July
19, 1999 for Mr. Jones, pursuant to the 1995 Stock Plan. These
options have an exercise price equal to the fair market value of
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
of the Board of Directors, 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 Common Stock price.
(3) Share information has been adjusted to reflect the Company's
March 31, 1999 3-for-2 stock split which was 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($) FISCAL YEAR-END (#)(1)(2) FISCAL YEAR-END ($)(3)
- ------------------------------------------------------------------------------------------------------------------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Terry D. Growcock 18,932 $387,220 5,594/103,051 $116,833/$848,948
Thomas G. Musial 5,882 $171,591 5,031/ 37,773 $ 84,106/$364,461
Glen E. Tellock 0 $0 900/ 11,100 $ 12,067/$ 79,775
Bruce C. Shaw 0 $0 11,953/ 24,575 $258,662/$273,800
Maurice D. Jones 0 $0 0 / 3,000 $0 /$ 19,813
Robert R. Friedl 32,345 $553,244 3,750/ 0 $ 6,172/ $0
E. Dean Flynn 3,938 $125,805 4,275/ 17,412 $ 79,229/$206,697
- -----------------------------
<FN>
(1)No SARs were outstanding at the end of fiscal 1999.
(2) Share information has been adjusted to reflect the Company's
March 31, 1999 3-for-2 stock split which was effected as a 50%
stock dividend.
(3) Based upon the difference between the option exercise prices and
the $34.00 closing sale price of Common Stock on the New York
Stock Exchange at the end of fiscal 1999.
</TABLE>
As described in more detail in the "Report of the Compensation
and Benefits Committee on Executive Compensation" below, the EVA Plan
requires that bonuses payable to executive officers in excess of their
target bonuses be banked and remain at risk. One third of a positive
"bonus bank" balance is paid out at the end of each year. A negative
bonus in any year is subtracted from the outstanding bonus bank
balance. The amounts of the banked contingent incentive compensation
awarded for fiscal 1999 to the executive officers named in the Summary
Compensation Table are as follows:
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
AMOUNTS OTHER PERIOD NON-STOCK PRICE-BASED PLANS
-------------------------------
BANKED UNTIL MATURATION
NAME ($) OR PAYOUT MINIMUM ($) MAXIMUM ($)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Terry D. Growcock $415,584 2000-2002 $0 $415,584
Thomas G. Musial $147,186 2000-2002 $0 $147,186
Glen E. Tellock $115,085 2000-2002 $0 $115,085
Bruce C. Shaw $ 44,955 2000-2002 $0 $ 44,955
Maurice D. Jones $ 45,954 2000-2002 $0 $ 45,954
Robert R. Friedl $0 N/A $0 $0
E. Dean Flynn $ 63,968 2000-2002 $0 $ 63,968
</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 benefits 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 in which 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 1999, the performance of the
Company and its business units resulted in Plan compensation ranging
from a negative 417% to a positive 524% 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
At the 1996 Annual Meeting of Shareholders, 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 1999, stock
options to purchase a total of 200,557 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 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.
During 1999, the investment options available to participants
under the Deferred Compensation Plan were a bookkeeping account, the
value of which is based on investments in Common Stock, and a
bookkeeping account, the value of which is based on investments in a
balanced mutual fund. Beginning in 2000, five additional bookkeeping
accounts are available to participants. They are a Money Market Fund,
a Bond Fund, an Equity Fund, an S&P Index Fund, and a Small Cap Fund.
Participants have no rights as shareholders pertaining to 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 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 used to determine the annual base salary and
incentive compensation for Mr. Terry D. Growcock, the Company's Chief
Executive officer ("CEO"), are the same as those described above for
all executive officers. Mr. Growcock's base salary during fiscal year
1999 was $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. Growcock's individual performance and the Company's overall
performance.
Mr. Growcock's EVA target bonus level for fiscal 1999 was 60% of
base salary. As a result of the Company achieving EVA Plan results in
excess of targeted goals, Mr. Growcock was paid incentive compensation
of $626,488, and $415,584 was added to his bonus bank, bringing his
bonus bank total to $622,197.
Based on a subjective consideration of the factors cited above
for all grants under the 1995 Stock Plan, in fiscal 1999, Mr. Growcock
was granted an incentive stock option for 3,908 shares of Common Stock
and a non-qualified stock option for 32,093 shares of Common Stock (in
each case as adjusted to reflect the Company's March 31, 1999 3-for-2
stock split which was effected as a 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. 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
The following graph sets forth the cumulative total shareholder
return, including reinvestment of dividends on a quarterly basis, on
Common Stock during the preceding five fiscal years, as compared to
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, 1994 in Common
Stock, the S&P 500 Composite Stock Index and the S&P Diversified
Machinery Stock Index.
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
(Dividends Reinvested)
Indexed Returns Years Ending
Company/Index Dec. 94 Dec. 95 Dec. 96 Dec. 97 Dec. 98 Dec. 99
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Manitowoc Company $100.00 $146.99 $298.56 $364.87 $504.53 $584.48
S&P 500 Index $100.00 $137.55 $169.11 $225.52 $289.96 $350.93
S&P Diversified
Machinery Index (500) $100.00 $140.81 $187.77 $258.59 $317.23 $355.28
</TABLE>
CONTINGENT EMPLOYMENT AGREEMENTS
The Company has entered into Contingent Employment Agreements
(the "Employment Agreements") with Messrs. Growcock, Musial, Tellock,
Shaw, and Jones, 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. In the event the executive is terminated by the
Company without cause, the executive would be entitled to receive a
monthly amount equal to the base salary and benefits the executive
would have otherwise been paid but for the termination, through the
end of the three year employment period. The Employment Agreements
are terminable by either party at any time prior to a change in
control.
2. MISCELLANEOUS
OTHER MATTERS
Management knows of no business which will be presented for
action at the Annual Meeting other than as set forth in the Notice of
Annual Meeting 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, 2000. 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.
SHAREHOLDER PROPOSALS
Shareholder proposals for the Annual Meeting of Shareholders in
the year 2001 must be received no later than November 14, 2000 at the
Company's principal executive offices, 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 under the Securities and Exchange Commission's proxy
rules.
Under the Company's Bylaws, written notice of shareholder
proposals for the 2001 Annual Meeting of Shareholders of the Company
which are not intended to be considered for inclusion in next year's
Annual Meeting proxy material (shareholder proposals submitted outside
the processes of Rule 14a-8) must be received not less than 50 nor
more than 75 days prior to such Annual Meeting, directed to the
attention of the Secretary, and such notice must contain the
information specified in the Company's Bylaws.
A copy (without exhibits) of the Company's Annual Report to the
Securities and Exchange Commission on Form 10K for the fiscal year
ended December 31, 1999 has been provided with this Proxy Statement.
It is also available through Manitowoc's website (www.manitowoc.com).
In addition, the Company will provide to any shareholder, without
charge, upon written request of such shareholder, an additional copy
of such Annual Report. Such requests should be addressed to Maurice
D. Jones, General Counsel and Secretary, The Manitowoc Company, Inc.,
P.O. Box 66, Manitowoc, Wisconsin 54221-0066.
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 MAURICE D. JONES
March 20, 2000 General Counsel and Secretary
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 2, 2000
P The undersigned holder of Common Stock of The Manitowoc Company,
Inc. hereby appoints Terry D. Growcock and Maurice D. Jones, 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 2, 2000, or any adjournment thereof, as follows:
X 1. Election of Directors.
Nominees: Terry D. Growcock and George T. McCoy;
Y
2. In their discretion, upon such other business as may
properly come before the Annual Meeting or any adjournment
thereof;
all as set out in the 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" Proposal 1.
The Board of Directors recommends a vote FOR Proposal 1.
- --------------------------------------------------------------------
1. Election of Directors.
(see reverse)
[ ] FOR
[ ] WITHHELD
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 2, 2000 [ ]
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 a Division of Equiserv
P.O. Box 2500
Jersey City, NJ 07303-2500
