<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
APPLIED POWER INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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<PAGE>
[API LOGO]
P.O. BOX 325
MILWAUKEE, WISCONSIN 53201
(414) 783-9279
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To the Shareholders of
APPLIED POWER INC.:
Notice is hereby given that the Annual Meeting of Shareholders of APPLIED
POWER INC., a Wisconsin corporation, will be held at the offices of the Company,
13000 West Silver Spring Drive, Butler, Wisconsin, on Friday, January 8, 1999,
at 3:00 p.m., Central Time, for the following purposes:
1. To elect a Board of six directors; and
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof;
all as set forth in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on November 16, 1998
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Meeting or any adjournment thereof.
Whether or not you expect to attend the Meeting, please mark, sign, date
and return the enclosed proxy promptly in the accompanying envelope, which
requires no postage if mailed in the United States. It is important that your
shares be represented at the Meeting, whether your holdings are large or small.
If for any reason you should desire to revoke your proxy, you may do so at any
time before it is voted.
By Order of the Board of Directors
Anthony W. Asmuth III
Secretary
Milwaukee, Wisconsin
November 23, 1998
<PAGE>
[API LOGO]
P.O. BOX 325
MILWAUKEE, WISCONSIN 53201
(414) 783-9279
PROXY STATEMENT
---------------
This Proxy Statement was first mailed to
shareholders on or about November 23, 1998
----------------------
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Shareholders and a form of proxy for such Meeting solicited by the Board of
Directors of Applied Power Inc. (the "Company"). The Company's Annual Report on
Form 10-K for the year ended August 31, 1998, which constitutes the 1998 Annual
Report to Shareholders and accompanies this Proxy Statement, contains financial
statements and certain other information concerning the Company. The Annual
Report and such financial statements are neither a part of this Proxy Statement
nor incorporated herein by reference.
The shares represented by all properly executed proxies received in time
for the Meeting will be voted as specified on such proxies. A proxy may be
revoked at any time before it is exercised. The cost of soliciting proxies,
including forwarding expense to beneficial owners of stock held in the name of
another, will be borne by the Company. The Company has retained Georgeson &
Company Inc. to aid in the solicitation of proxies, including the solicitation
of proxies from brokerage firms, banks, nominees, custodians and fiduciaries,
for a fee not anticipated to exceed $7,500 plus expenses. In addition, officers
and employees of the Company may solicit the return of proxies from certain
shareholders by telephone. Shares held for the accounts of participants in the
Company's Employee Stock Purchase Plan ("ESPP"), APW 401(k) Plan ("Savings
Plan") and ZERO Corporation Retirement Savings Plan ("ZERO Plan") will be voted
in accordance with the instructions of the participants or otherwise in
accordance with the terms of such plans.
A majority of the votes entitled to be cast by shares entitled to vote,
represented in person or by proxy, constitutes a quorum for action on a matter
at the 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 elected at the meeting. 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) are considered present for purposes of establishing a quorum but will have
no effect on the election of directors except to the extent that the failure to
vote for a director nominee results in another nominee receiving a larger number
of votes. Votes attempted to be cast against a candidate are not given legal
effect and are not counted as votes cast in an election of directors.
<PAGE>
On November 16, 1998, the record date for determining shareholders entitled
to receive notice of and to vote at the Annual Meeting of Shareholders, the
Company's outstanding capital stock consisted of 38,655,347 shares of Class A
Common Stock ("Common Stock"). Each share of Common Stock outstanding on the
record date is entitled to one vote on all matters submitted at the Meeting. On
February 3, 1998, the Company effected a 2-for-1 stock split in the form of a
100% stock dividend distributed to shareholders of record on January 22, 1998.
All pre-split share amounts and option prices included in this Proxy Statement
have been adjusted to reflect the effect of such stock split.
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of November 16, 1998 unless otherwise
indicated, certain information with respect to the beneficial ownership of
Common Stock by each executive officer of the Company named in the Summary
Compensation Table below and by the Company's executive officers and directors
as a group. Briefly stated, shares are deemed to be beneficially owned by any
person or group who has the power to vote or direct the vote or the power to
dispose or direct the disposition of such shares, or who has the right to
acquire beneficial ownership thereof within 60 days. To the knowledge of the
Company, no one is the beneficial owner of more than 5% of the Common Stock.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class
---------------- ----------------------- --------
<S> <C> <C>
Richard G. Sim 1,555,040(2) 3.9%
William J. Albrecht 168,077(3) *
Robert C. Arzbaecher 73,668(4) *
Gustav H.P. Boel 38,089(5) *
Theodore M. Lecher 127,635(6) *
All Executive Officers and Directors
as a Group (14 persons) 2,375,705(7) 5.9%
</TABLE>
*Less than 1%.
(1) Unless otherwise noted, the specified persons have sole voting power and/or
dispositive power over the shares shown as beneficially owned.
(2) Includes options to purchase 893,442 shares exercisable currently or within
60 days of the record date, 4,926 shares allocated to Mr. Sim's Savings Plan
account and 17,310 shares held by a custodian for Mr. Sim's children (with
respect to which Mr. Sim disclaims beneficial ownership). Excludes 139,956
deferred shares received upon exercise of an option pursuant to the 1987
Stock Option Plan deferral program which represent the right to receive an
equivalent number of shares of Common Stock at the end of the deferral
period.
(3) Includes options to purchase 160,950 shares exercisable currently or within
60 days of the record date and 7,127 shares allocated to Mr. Albrecht's
Savings Plan account.
(4) Includes options to purchase 57,400 shares exercisable currently or within
60 days of the record date, 3,268 shares allocated to Mr. Arzbaecher's
Savings Plan account, 3,000 shares owned by Mr. Arzbaecher's spouse and
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<PAGE>
2,000 shares held by a custodian for Mr. Arzbaecher's minor children (with
respect to which Mr. Arzbaecher disclaims beneficial ownership).
(5) Includes options to purchase 32,500 shares exercisable currently or within
60 days of the record date and 1,309 shares allocated to Mr. Boel's Savings
Plan account.
(6) Includes options to purchase 115,400 shares exercisable currently or within
60 days of the record date and 8,083 shares allocated to Mr. Lecher's
Savings Plan account.
(7) Includes options to purchase 1,339,742 shares exercisable currently or
within 60 days of the record date, 29,371 shares allocated to executive
officers' Savings Plan accounts, 261,692 shares held by certain trusts with
respect to which certain officers have voting and dispositive power and
25,310 shares owned by family members of the directors and executive
officers (beneficial ownership of which is, in certain instances, disclaimed
and with respect to 17,310 shares of which another executive officer acts as
custodian).
The beneficial ownership information set forth above, and below under
"Election of Directors," is based on information furnished by the specified
persons or known to the Company and is determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as required for purposes of this
Proxy Statement. It is not necessarily to be construed as an admission of
beneficial ownership for other purposes.
-3-
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, six directors are to be elected to serve until the next
annual meeting of shareholders and until their successors shall be elected. It
is the intention of the persons named in the accompanying form of proxy to
nominate as directors and, unless otherwise specified in a proxy by a
shareholder, to vote such proxy for the election of the persons named below. In
the event any of the nominees should become unable to serve as a director, an
eventuality which management has no reason to believe will occur, proxies may be
voted for another nominee. Each person named below is presently serving as a
director of the Company.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned at
November 16, 1998
-------------------------
Director Number Percent
Name and Principal Position Age Since of Shares of Class
- --------------------------------------------------- --- -------- --------- --------
<S> <C> <C> <C> <C>
H. Richard Crowther (1)(2)(3) 66 1995 11,000(4) *
Retired Vice Chairman, Illinois Tool Works Inc.
(manufacturer of engineered components and
systems)
Jack L. Heckel (1)(3) 67 1993 16,000(5) *
Retired President and Chief Operating Officer,
GenCorp. Inc. (manufacturer of aerospace
and defense, polymer and automotive products)
Richard A. Kashnow (2)(3) 56 1993 15,000(5) *
Chairman of the Board, President and Chief
Executive Officer, Raychem Corporation
(global manufacturer of materials science-based
products for electronics, telecommunications
and industrial applications)
L. Dennis Kozlowski (2)(3) 52 1994 12,000(6) *
Chairman of the Board, President and Chief
Executive Officer, Tyco International Ltd.
(manufacturer of disposable and specialty products,
fire and safety services, flow control, and electrical
and electronic components)
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned at
November 16, 1998
---------------------
Director Number Percent
Name and Principal Position Age Since of Shares of Class
- ----------------------------------------------------- --- -------- --------- ---------
<S> <C> <C> <C> <C>
John J. McDonough(1)(3) 62 1996 18,000(7) *
Vice Chairman and Chief Executive Officer,
Newell Corporation (manufacturer of consumer
products); President and Chief Executive Officer,
McDonough Capital Company LLC (venture
capital investment firm)
Richard G. Sim 54 1985 1,555,040(8) 3.9%
Chairman of the Board, President and Chief
Executive Officer, Applied Power Inc.
</TABLE>
*Less than 1%.
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Nominating Committee of the Board of Directors.
(3) Member of the Compensation Committee of the Board of Directors.
(4) Includes options to purchase 8,000 shares exercisable currently or within
60 days of the record date.
(5) Includes options to purchase 12,000 shares exercisable currently or within
60 days of the record date.
(6) Includes options to purchase 10,000 shares exercisable currently or within
60 days of the record date.
(7) Includes options to purchase 6,000 shares exercisable currently or within
60 days of the record date.
(8) Includes options to purchase 893,442 shares exercisable currently or within
60 days of the record date, 4,926 shares allocated to Mr. Sim's Savings
Plan account and 17,310 shares held by a custodian for Mr. Sim's children
(with respect to which Mr. Sim disclaims beneficial ownership). Excludes
139,956 deferred shares received upon exercise of an option pursuant to the
1987 Stock Option Plan deferral program which represent the right to
receive an equivalent number of shares of Common Stock at the end of the
deferral period.
All of the directors have held the positions with the Company or other
organizations shown in the above table during the past five years, except that
(i) H. Richard Crowther was Vice Chairman of Illinois Tool Works Inc. from
January 1990 through March 1995; (ii) Jack L. Heckel was President and Chief
Operating Officer of GenCorp. Inc. from January 1987 through December 1993;
(iii) Richard A. Kashnow was President of Schuller International Group, Inc.
from May 1991 through September 1995; and (iv) John J. McDonough was Chairman of
SoftNet Systems, Inc. from July 1995 through July 1997 and also served as its
Chief Executive Officer from September 1996 through July 1997, Vice Chairman of
DENTSPLY International Inc. from February 1995 through October 1995, and Vice
Chairman and Chief Executive Officer of DENTSPLY International Inc. from June
1993 through February 1995.
H. Richard Crowther is a director of Illinois Tool Works Inc. Jack L.
Heckel is a director of WD-40 Co., Inc. and Advanced Tissue Sciences, Inc.
Richard A. Kashnow is a director of Raychem Corporation. L. Dennis Kozlowski
-5-
<PAGE>
is a director of Tyco International Ltd., Raytheon Company and RJR Nabisco
Holdings Corp. John J. McDonough is a director of Newell Corporation. Richard
G. Sim is a director of IPSCO Inc. and Oshkosh Truck Corporation.
BOARD MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION
There were twelve meetings of the Board of Directors, two meetings of the
Audit Committee, five meetings of the Compensation Committee and one meeting of
the Nominating Committee during the year ended August 31, 1998. During the
period in the last fiscal year in which they served, all members of the Board of
Directors attended at least 75% of the total number of meetings of the Board of
Directors and all the committees on which they served except for Mr. McDonough.
The Audit Committee of the Board of Directors: (i) reviews the scope and
timing of the audit of the Company's financial statements by the Company's
independent accountants; (ii) reviews with the independent accountants, and with
the Company's management, policies and procedures with respect to internal
auditing and financial and accounting controls; and (iii) reviews with the
independent accountants their reports on the Company's financial statements and
recommendations they make for improvements in the Company's internal controls
and the implementation of such recommendations.
The Compensation Committee of the Board of Directors determines the
compensation of the Company's executive officers, awards bonuses to such key
management personnel as the Committee selects and administers the Company's
stock incentive plans.
The Nominating Committee of the Board of Directors seeks qualified persons
for the position of director to recommend to the entire Board of Directors. In
carrying out its responsibilities, the Nominating Committee will consider
candidates suggested by other directors, employees and shareholders. Suggestions
of candidates to be considered by the Nominating Committee, accompanied by
biographical material, may be sent to the Secretary of the Company at its
corporate offices.
For the 1998 fiscal year, directors who were not employees of the Company
were paid an annual retainer of $19,000 for serving on the Board of Directors
and an attendance fee of $1,000 for each Board of Directors meeting and
committee meeting attended. Directors who are employees of the Company do not
receive separate remuneration in connection with their service on the Board or
Board committees.
In May 1995, the Board of Directors adopted the Outside Directors' Deferred
Compensation Plan (the "Deferred Compensation Plan"). Under the Deferred
Compensation Plan, each non-employee director may elect to defer all or a
specified portion of his annual retainer and attendance fees for future payment
on a date specified by the participant or upon termination of the participant's
service as a director. A participating non-employee director's deferred
compensation is credited to an account, the value of which is based upon phantom
investments in Common Stock. Distributions from the Deferred Compensation Plan
are only made in cash.
Each non-employee director also receives an option grant each year to
purchase shares of Common Stock under the 1989 Outside Directors' Stock Option
Plan (the "1989 Plan"). The 1989 Plan is intended to promote the growth and
development of the Company by providing incentives for non-employee directors of
the Company through the grant
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<PAGE>
to such directors of nonqualified stock options to acquire shares of Common
Stock. There is no discretion as to the amount or timing of options to be
granted, which are fixed by the terms of the 1989 Plan. The exercise price at
which shares may be purchased under each option is equal to the fair market
value of the shares on the date of grant. Options are not exercisable until
eleven months after the date of grant and then become fully exercisable, in
whole or in part, at any time prior to their expiration or termination. Unless
earlier exercised or terminated, the expiration date of each option granted
under the 1989 Plan is ten years and one day after the date of grant. All of
the non-employee directors were granted options in fiscal 1998 for 3,000 shares
of Common Stock each at an exercise price of $34.50 per share. At November 16,
1998, options for 26,000 shares had been exercised, options for 62,000 shares
were outstanding and 32,000 shares were reserved for future grants under the
1989 Plan.
EXECUTIVE COMPENSATION
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
Development of Compensation Approach and Objectives. The Compensation
Committee of the Board of Directors is responsible for establishing all of the
policies under which compensation is paid or awarded to the Company's executive
officers, and also determines the amount of such compensation. No member of the
Committee is employed by the Company. The Committee's objective is to develop a
total compensation program that is competitive in the marketplace and provides
significant incentive to increase shareholder value. Each year the Committee
reviews its executive compensation policies relative to market competitiveness,
and then determines what changes in the compensation program, if any, are
appropriate for the following year. Compensation of the Company's executive
officers currently consists of three key elements -- salary, bonus and stock
options.
To emphasize the Committee's belief that stock ownership by the Company's
executive officers directly focuses those executives on increasing shareholder
value, the Committee adopted officer stock ownership guidelines during fiscal
1998. In general, it is the Company's policy that executive officers should hold
stock or options equal to three times their base salary (recognizing that newer
officers may need some time to build their ownership up to that level). At least
one-third of such ownership should be otherwise than through unvested employee
stock options. To assist executives in acquiring Company stock, the guidelines
include a loan program to be made available by the Company to such executives.
As in past years, for fiscal 1998 the Committee retained an independent
outside consultant who provided data regarding the compensation practices of
U.S. manufacturing companies. Competitive pay standards were derived from the
results of several compensation surveys, including comparisons with several
hundred manufacturing companies. These data, along with management's
recommendations for particular executive officer compensation and information
regarding an executive's experience, expertise and demonstrated performance,
were reviewed by the Committee in connection with setting fiscal 1998 salaries.
The total value of each executive's pay package was intended to equal the
competitive median for like positions in companies of similar size and type, but
consistent with the Committee's prior practices the mix of compensation was
somewhat atypical. For instance, cash compensation was set at a lower level than
the median; in general, salary standards were targeted at approximately 95% of
the market median and target bonuses were set at approximately 70% of the market
median. Stock incentives, on the other hand, were generally set above the median
for other companies in order to bring the total compensation opportunity to a
level competitive with others in the marketplace. This general approach to
compensation mix, though varied in certain circumstances when
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<PAGE>
the Committee in its discretion concluded it was appropriate to do so, was
designed to encourage the executive's continued focus on building shareholder
value.
As an added benefit to the Company's key management personnel, during
fiscal 1997 the Compensation Committee implemented an Executive Deferred
Compensation Plan (the "Deferred Plan"). The Deferred Plan allows certain highly
compensated employees (including executive officers) to defer payment of a
portion of their salary and bonus each year, generally until a date specified by
the participant or termination of employment. Amounts deferred pursuant to the
Deferred Plan are deemed to accrue interest at an annual rate equal to (a) the
simple average of the annual rate paid by ten-year U.S. Treasury notes during
each September preceding each plan year with respect to which compensation has
been deferred, plus (b) 1.50%. Two named executive officers made salary and
bonus deferrals under the Deferred Plan in fiscal 1998.
Stock Incentive Component. Stock options are granted annually to executive
officers. Options may also be granted to other key employees whose present and
future contributions are especially important to the Company. All option grants
are priced at 100% of market value as of the date of grant. Unless earlier
terminated, options expire ten years from the date of grant and generally become
exercisable as to half of the shares granted two years after the date of grant
and fully exercisable five years after the date of grant.
The Committee values stock option grants at 50% of the exercise price. This
valuation method is recommended by the Committee's independent consultant
because it reflects the average discounted value of the actual gains produced by
options granted by U.S. industrial firms over the past several decades. The
Committee favors the simplicity of this 50% estimate and believes it to be as
good a predictor of the actual gains and costs of an option grant as other
methods.
In 1997, the Board of Directors adopted amendments to the Company's stock
option plans permitting optionees who earn more than $100,000 per year to elect
to defer receipt of option shares upon exercise of an option and payment of the
applicable exercise price, thereby allowing such optionees an opportunity to
defer the taxable income attributable to the option exercise if they so choose.
Throughout the deferral period, the deferred shares are credited with "deemed
dividends" at the same rate as dividends paid on Company Common Stock. At the
end of the deferral period, such accumulated cash dividend equivalent amounts
are converted into shares of Common Stock and distributed to the optionee with
the shares of Common Stock issued to settle the optionee's deferred share
account. During 1998, two executive officers deferred receipt of option shares
under this program, including Richard G. Sim, the Company's Chief Executive
Officer, who deferred receipt of 139,956 shares.
Key Measurement Criteria for Bonuses. Bonus payments are made to each
executive officer based upon the degree of achievement of the year's financial
objectives. An executive may receive more, or less, than the target bonus based
on actual business results.
Each executive responsible for a business unit (or multiple business units)
is measured principally by the performance of that unit (or those units). The
measuring index utilized is "Combined Management Measure" ("CMM"), which is unit
operating profit before amortization less a charge based upon the net assets
employed by the unit. In fiscal 1998, CMM constituted 80% of the bonus
measurement for such executives. Twenty percent of such executive's respective
bonuses paid for fiscal 1998 was based on "Shareholder Value Generated" ("SVG"),
which is operating profit before amortization less a charge for assets employed,
and on earnings per share ("EPS") for the period, each weighted
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<PAGE>
equally. For all business unit executives, bonuses for the fiscal year ended
August 31, 1998 ranged from 33% to 191% of their target bonuses.
Company executives not in charge of business units receive bonus payments
based upon the performance of the Company as a whole. For fiscal 1998, 50% of
each such executive's bonus was based on the Company's SVG and 50% on the
Company's EPS for the period. For the fiscal year ended August 31, 1998, bonuses
for this group equaled 163% of the executives' targeted bonuses.
Chief Executive Officer Compensation. Assisted by competitive data provided
by the Committee's independent consultant, the Committee established a total
compensation value of approximately $1.6 million for the Chief Executive Officer
position. Based on this benchmark and the compensation philosophy described
above for executive officers generally, the Committee concluded that the total
compensation opportunity for Mr. Sim should consist of a salary of $525,000
(approximately 97% of the market median), a target bonus of $375,000 (72% of the
market median) and a stock option grant valued at approximately $790,000 (50,000
shares valued at 50% of the exercise price).
Mr. Sim's fiscal 1998 bonus was based on Company performance, 50% of which
was measured by SVG and 50% by EPS. Mr. Sim's fiscal 1998 bonus of $611,250,
which represents 163% of his target bonus, reflects attainment of 142% of the
Company's SVG target and 184% of the Company's EPS target.
Tax Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code limits the Company's federal income tax deduction to $1,000,000 per
year for compensation paid to its chief executive officer or any of the other
executive officers named in the summary compensation table of this Proxy
Statement. Performance-based compensation is not, however, subject to the
deduction limit, provided certain requirements of Section 162(m) are satisfied.
The Company believes that its stock plans comply with the final Section 162(m)
regulations adopted by the Internal Revenue Service. In order to preserve the
deductibility of performance-based compensation, the Company will generally seek
to comply with Section 162(m) of the Internal Revenue Code to the extent such
compliance is practicable and in the best interests of the Company and its
shareholders.
Richard A. Kashnow (Chairman)
H. Richard Crowther
Jack L. Heckel
L. Dennis Kozlowski
John J. McDonough
Summary Compensation Table
The following table sets forth compensation awarded to, earned by or paid
to the Company's Chief Executive Officer and each of the Company's other four
most highly compensated executive officers who were serving as executive
officers at the end of fiscal 1998 for services rendered to the Company and its
subsidiaries during fiscal 1998 ("named executive officers"). Also included in
the table is compensation information for those individuals for fiscal years
1996 and 1997.
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<PAGE>
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
---------------------- ------------
Awards
------
Securities All Other
Underlying Compen-
Options/ sation
Name and Principal Position Year Salary($) Bonus($) SARs(#)(1) ($)(2)
- --------------------------- ---- --------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Richard G. Sim
Chairman, President and
Chief Executive Officer 1998 491,724 611,250 50,000 17,840
Chairman, President and
Chief Executive Officer 1997 433,000 372,000 72,000 18,190
Chairman, President and
Chief Executive Officer 1996 398,000 268,200 106,200 17,065
William J. Albrecht
Senior Vice President,
Engineered Solutions(3) 1998 227,692 229,200(4) 14,800 16,920
Senior Vice President,
Engineered Solutions 1997 218,330 219,120 25,600 17,271
Senior Vice President;
Engineered Solutions 1996 210,000 37,880 29,600 16,146
Robert C. Arzbaecher
Vice President and Chief
Financial Officer(5) 1998 189,231(6) 163,000(6) 13,200 10,961
Vice President and Chief
Financial Officer 1997 175,834(7) 120,000(7) 18,200 11,311
Vice President and
Chief Financial Officer 1996 155,000 70,000 18,600 10,186
Gustav H.P. Boel
Vice President; President
of Enerpac(8) 1998 191,442 180,000 13,200 19,781
Vice President; President
of Enerpac 1997 193,334 24,000 20,000 14,275
Vice President; President
of Enerpac 1996 175,667 39,092 21,000(9) 3,128 (10)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Theodore M. Lecher
Vice President 1998 188,500 126,445 11,600 11,654
Vice President; President of
GB Electrical, Inc. 1997 177,923 22,800 18,000 12,004
Vice President; President of
GB Electrical, Inc. 1996 169,654 10,000 16,800 10,879
</TABLE>
(1) Consists entirely of stock options. Ending in fiscal 1996, it was the
Compensation Committee's practice to award options in July or August of
each year applicable to the executive's compensation for the following
fiscal year. Accordingly, option awards listed for 1996 in this table
reflect the option grants which were made at the end of 1995, unless
otherwise noted. Beginning with fiscal 1997, the Compensation Committee
changed its practice to make option grants following the commencement of
the relevant fiscal year.
(2) The 1998 amounts represent: (a) the Company's Savings Plan matching
contributions as follows: Mr. Sim - $1,825, Albrecht - $1,825, Arzbaecher -
$1,825, Mr. Boel - $1,825 and Mr. Lecher - $1,825; (b) Company allocations
under the Savings Plan as follows: Mr. Sim - $4,800, Mr. Albrecht - $4,800,
Mr. Arzbaecher - $4,800, Mr. Boel - $4,800 and Mr. Lecher - $4,800; and (c)
premiums paid by the Company for split-dollar life insurance as follows:
Mr. Sim - $11,215, Mr. Albrecht - $10,295, Mr. Arzbaecher - $4,336, Mr.
Boel - $13,156 and Mr. Lecher - $5,029
(3) Effective November 3, 1998, Mr. Albrecht's title was changed to Senior Vice
President.
(4) Includes $114,600 of bonus, payment of which has been deferred pursuant to
the Applied Power Inc. Executive Deferred Compensation Plan (the "Deferred
Plan").
(5) Effective November 3, 1998, Mr. Arzbaecher was promoted to the office of
Senior Vice President and Chief Financial Officer.
(6) Includes $18,923 of salary and $40,750 of bonus, payment of which has been
deferred pursuant to the Deferred Plan.
(7) Includes $15,600 of salary and $30,000 of bonus, payment of which has been
deferred pursuant to the Deferred Plan.
(8) Effective November 3, 1998, Mr. Boel's title was changed to Vice President.
(9) Includes stock option for 15,000 shares granted in December 1995 upon Mr.
Boel's election as Vice President and President of Enerpac.
(10) Consists entirely of amounts contributed by the Company on Mr. Boel's
behalf to a private defined contribution pension plan.
-11-
<PAGE>
Option/SAR Grants in Last Fiscal Year
The following table sets forth information concerning stock option grants
during the last fiscal year to the named executive officers. No stock
appreciation rights ("SARs") were granted in fiscal 1998.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------
Percent Potential Realizable
of Total Value at Assumed
Number of Options/ Annual Rates of
Securities SARs Stock Price
Underlying Granted to Exercise Appreciation for
Options/ Employees or Base Option Term(3)
SARs in Fiscal Price Expiration ---------------------
Name Granted(#) Year(1) ($/Sh) Date(2) 5%($) 10%($)
---- ----------- ---------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Richard G. Sim 50,000 14.8% 31.625 11/4/07 994,440 2,520,105
William J. Albrecht 14,800 4.4% 31.625 11/4/07 294,354 745,951
Robert C. Arzbaecher 13,200 3.9% 31.625 11/4/07 262,532 665,308
Gustav H.P. Boel 13,200 3.9% 31.625 11/4/07 262,532 665,308
Theodore M. Lecher 11,600 3.4% 31.625 11/4/07 230,710 584,664
</TABLE>
(1) Based on stock option grants for an aggregate of 338,700 shares made to all
employees during the fiscal year ended August 31, 1998, and excludes the
effect of options granted by ZERO Corporation ("ZERO") to its employees
prior to ZERO becoming a wholly owned subsidiary of the Company, at which
time such options were converted into options to purchase Common Stock.
(2) Unless earlier terminated, options expire ten years from the date of grant
and generally become exercisable as to half of the shares granted two years
after the date of grant and fully exercisable five years after the date of
grant. In the event of a change-in-control of the Company, the Compensation
Committee may either provide for equivalent substitute options to be
granted to the optionees or a cash-out of the options based on the highest
fair market value per share of Company Common Stock during the 60-day
period immediately preceding the change-in-control. Optionees who earn more
than $100,000 per year may elect to defer receipt of option shares upon
exercise of an option. Throughout the deferral period, the deferred shares
are credited with "deemed dividends" at the same rate as dividends paid on
Company Common Stock. At the end of the deferral period, such accumulated
cash dividend equivalent amounts are converted into shares of Common Stock
and distributed with the shares of Common Stock issued to settle the
optionee's deferred share account.
(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% appreciation rates set by the Securities and Exchange
Commission and are not intended to forecast possible future appreciation,
if any, of the Common Stock price.
-12-
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth information for each of the named executive
officers concerning options exercised during fiscal 1998 and the number and
value of stock options outstanding at the end of the fiscal year. No SARs are
outstanding.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year-End(#) Fiscal Year-End($)(2)
---------------------- -------------------------
Shares
Acquired on Value Exer- Unexer- Exer- Unexer-
Name Exercise (#) Realized ($) cisable cisable(1) cisable cisable(1)
- ---- ------------ ------------ ------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard G. Sim 139,956(3) 3,940,640(3) 857,442 225,000 13,439,724 1,754,241
William J. Albrecht 0 0 148,150 73,000 2,302,854 583,000
Robert C. Arzbaecher 0 0 48,300 52,700 702,431 379,032
Gustav H.P. Boel 0 0 22,500 45,700 296,500 265,688
Theodore M. Lecher 0 0 106,400 46,100 1,660,549 327,113
</TABLE>
(1) Represents unvested options at the end of fiscal 1998.
(2) Based on the $24.8125 closing price of the Common Stock on the New York
Stock Exchange at the end of the fiscal year.
(3) Option exercised for 200,000 shares pursuant to 1987 Stock Option Plan
deferral program. In connection therewith, Mr. Sim attested to the
ownership of 60,044 shares of Common Stock in lieu of delivering such
shares in payment of the option exercise price and has been allocated
139,956 deferred shares.
-13-
<PAGE>
Performance Graph
The following graph shows the cumulative total shareholder return on the
Common Stock during the preceding five fiscal years as compared to the returns
on the Standard & Poor's 500 Stock Index and the Standard & Poor's Diversified
Manufacturing Index. The graph assumes that $100 was invested on August 31, 1993
in the Common Stock and each index and that all dividends were reinvested.
[ 1993-1998 GRAPH ]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
APPLIED POWER $100.00 $132.71 $198.51 $180.48 $383.07 $299.96
S&P 500 INDEX 100.00 105.47 128.09 152.08 213.90 231.21
S&P DIV. MFG. INDEX 100.00 111.92 146.19 181.25 257.15 227.03
</TABLE>
-14-
<PAGE>
Employment Agreement and Change-In-Control Arrangements
The Company entered into an agreement with Richard G. Sim in May 1994 which
superseded his employment agreement originally entered into in July 1985. The
agreement provides that if Mr. Sim's employment with the Company is terminated
as a result of his death or permanent disability, he or his beneficiary will
receive his then current salary for a period of one year following such
termination and a pro rata portion of any bonus award earned for the fiscal year
in which such termination occurs. During the term of the agreement, the Company
must maintain Mr. Sim's coverage under its present long-term disability benefit
plan or a substantially similar plan providing at least comparable benefits. In
the event that Mr. Sim qualifies for a long-term disability benefit under such
plan, the Company will supplement any plan benefit payable to Mr. Sim to the
extent necessary to provide a total long-term disability benefit payment that is
equal to 30% of his then base pay. Such supplemental benefit will be provided at
no cost to Mr. Sim.
The Deferred Plan and certain of the Company's stock option plans contain
provisions that would be triggered by a change-in-control of the Company. Under
the Deferred Plan, a change-in-control would result in immediate distribution of
all deferred amounts as soon as administratively practicable after the date of
the change-in-control. The 1996 Stock Option Plan permits the Compensation
Committee to either provide for equivalent substitute options to be granted to
the optionees upon a change-in-control or the cash-out of options previously
granted under such plan based on the highest fair market value per share of
Company Common Stock during the 60-day period immediately preceding the change-
in-control. The 1990 Stock Option Plan provides for acceleration of vesting in
the event of a change-in-control. Finally, the stock option deferral programs
which are part of each stock option plan maintained by the Company require
distribution of all deferred shares as soon as administratively practicable
after the date of a change-in-control.
OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors, executive officers and persons who beneficially own 10% or
more of the Common Stock are required to report their initial ownership of
Common Stock and subsequent changes in that ownership to the Securities and
Exchange 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 1998.
Based upon a review of such reports furnished to the Company, or written
representations that no reports were required, the Company believes that all of
those filing requirements were satisfied with respect to fiscal 1998, except
that one such form, reporting an option exercise by Mr. Sim in connection with
which he deferred receipt of 139,956 shares received upon such exercise, was
filed two weeks late.
Independent Public Accountants
On November 3, 1997, the Audit Committee of the Board of Directors
recommended the replacement of Deloitte & Touche LLP with Coopers & Lybrand LLP
(now PricewaterhouseCoopers LLP) as the Company's independent public accountants
for the fiscal year ended August 31, 1998. On November 4, 1997, the Board of
Directors of the Company accepted and approved the Audit Committee's
recommendation. On the same day, Deloitte
-15-
<PAGE>
& Touche LLP was notified of its dismissal and PricewaterhouseCoopers LLP was
notified of its engagement. Through November 4, 1997, there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Deloitte & Touche
LLP, would have caused that firm to make reference to the subject matter of the
disagreement in connection with its report. Deloitte & Touche LLP's report on
the Company's financial statements for the previous two fiscal years contained
no adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles.
The Company does not expect that representatives of Deloitte & Touche LLP
will be present at the Annual Meeting. The Company does expect that
representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting and available to respond to appropriate questions and make a statement
if desired.
Shareholder Proposals
Shareholder proposals must be received by the Company no later than July
26, 1999 in order to be considered for inclusion in the Company's annual meeting
proxy statement next year. Shareholder proposals not intended to be included in
the Company's annual meeting proxy statement next year must be received by the
Company no later than October 9, 1999 to be considered timely.
Additional Matters
Management is not aware of any matters which will be presented for action
at the Annual Meeting other than the election of directors. If other matters do
come before the Annual Meeting, including any matter as to which the Company did
not receive notice by October 6, 1998 and any shareholder proposal omitted from
this Proxy Statement pursuant to applicable rules of the Securities and Exchange
Commission, it is intended that proxies will be voted in accordance with the
judgment of the person or persons exercising the authority conferred thereby.
By Order of the Board of Directors
Anthony W. Asmuth III
Secretary
Milwaukee, Wisconsin
November 23, 1998
It is important that proxies be returned promptly. Therefore, whether or
not you expect to attend the Annual Meeting in person, shareholders are
requested to complete, date, sign and return their proxies as soon as possible.
A copy (without exhibits) of the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1998 as filed with the Securities and Exchange
Commission has been provided with this Proxy Statement. Additional copies of the
Form 10-K are available, free of charge, upon request directed to Robert C.
Arzbaecher, Senior Vice President and Chief Financial Officer, Applied Power
Inc., P.O. Box 325, Milwaukee, Wisconsin 53201.
-16-
<PAGE>
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued from Reverse Side)
APPLIED POWER INC. 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors: 1 - H. RICHARD CROWTHER 4 - L. DENNIS KOZLOWSKI [ ] FOR all nominees [ ] WITHHOLD
2 - JACK L. HECKEL 5 - JOHN J. MCDONOUGH listed to the left AUTHORITY to
3 - RICHARD A. KASHNOW 6 - RICHARD G. SIM (except as specified vote for all
below). nominees listed to
the left.
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right). _____________
2. In their discretion, upon such other business as may properly come before
the Meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the Meeting,
receipt of which is hereby acknowledged.
Check appropriate box Date ______________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ] [ ]
SIGNATURE(S) IN BOX
PLEASE SIGN PERSONALLY AS NAME APPEARS AT
LEFT. When signing as attorney, executor,
administrator, personal representative,
trustee or guardian, give full title as
such. If signer is a corporation, sign
full corporate name by duly authorized
officer. If stock is held in the name of
two or more persons, all should sign.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RICHARD G. SIM and ROBERT C. ARZBAECHER, and each of them, are hereby authorized
as Proxies, with full power of substitution, to represent and vote the Class A
Common Stock of the undersigned at the Annual Meeting of Shareholders of Applied
Power Inc., a Wisconsin corporation, to be held on Friday, January 8, 1999, or
any adjournment thereof, with like effect as if the undersigned were personally
present and voting, upon the matters indicated on the reverse side of this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
(Continued on Reverse Side)
<PAGE>
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued from Reverse Side)
ESPP
APPLIED POWER INC. 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors: 1 - H. RICHARD CROWTHER 4 - L. DENNIS KOZLOWSKI [ ] FOR all nominees [ ] WITHHOLD
2 - JACK L. HECKEL 5 - JOHN J. MCDONOUGH listed to the left AUTHORITY to
3 - RICHARD A. KASHNOW 6 - RICHARD G. SIM (except as specified vote for all
below). nominees listed to
the left.
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right). _____________
2. In their discretion, upon such other business as may properly come before
the Meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the Meeting,
receipt of which is hereby acknowledged.
Check appropriate box Date ______________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ] [ ]
SIGNATURE(S) IN BOX
PLEASE SIGN PERSONALLY AS NAME APPEARS AT
LEFT. When signing as attorney, executor,
administrator, personal representative,
trustee or guardian, give full title as
such. If signer is a corporation, sign
full corporate name by duly authorized
officer. If stock is held in the name of
two or more persons, all should sign.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RICHARD G. SIM and ROBERT C. ARZBAECHER, and each of them, are hereby authorized
as Proxies, with full power of substitution, to represent and vote the Class A
Common Stock of the undersigned at the Annual Meeting of Shareholders of Applied
Power Inc., a Wisconsin corporation, to be held on Friday, January 8, 1999, or
any adjournment thereof, with like effect as if the undersigned were personally
present and voting, upon the matters indicated on the reverse side of this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
(Continued on Reverse Side)
<PAGE>
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued from Reverse Side)
APW 401(k) PLAN
APPLIED POWER INC. 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors: 1 - H. RICHARD CROWTHER 4 - L. DENNIS KOZLOWSKI [ ] FOR all nominees [ ] WITHHOLD
2 - JACK L. HECKEL 5 - JOHN J. MCDONOUGH listed to the left AUTHORITY to
3 - RICHARD A. KASHNOW 6 - RICHARD G. SIM (except as specified vote for all
below). nominees listed to
the left.
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right). _____________
2. In their discretion, upon such other business as may properly come before
the Meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the Meeting,
receipt of which is hereby acknowledged.
Check appropriate box Date ______________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ] [ ]
SIGNATURE(S) IN BOX
PLEASE SIGN PERSONALLY AS NAME APPEARS AT
LEFT. When signing as attorney, executor,
administrator, personal representative,
trustee or guardian, give full title as
such. If signer is a corporation, sign
full corporate name by duly authorized
officer. If stock is held in the name of
two or more persons, all should sign.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RICHARD G. SIM and ROBERT C. ARZBAECHER, and each of them, are hereby authorized
as Proxies, with full power of substitution, to represent and vote the Class A
Common Stock of the undersigned at the Annual Meeting of Shareholders of Applied
Power Inc., a Wisconsin corporation, to be held on Friday, January 8, 1999, or
any adjournment thereof, with like effect as if the undersigned were personally
present and voting, upon the matters indicated on the reverse side of this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
(Continued on Reverse Side)
<PAGE>
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued from Reverse Side)
ZERO CORPORATION RETIREMENT SAVINGS PLAN
APPLIED POWER INC. 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors: 1 - H. RICHARD CROWTHER 4 - L. DENNIS KOZLOWSKI [ ] FOR all nominees [ ] WITHHOLD
2 - JACK L. HECKEL 5 - JOHN J. MCDONOUGH listed to the left AUTHORITY to
3 - RICHARD A. KASHNOW 6 - RICHARD G. SIM (except as specified vote for all
below). nominees listed to
the left.
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right). _____________
2. In their discretion, upon such other business as may properly come before
the Meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the Meeting,
receipt of which is hereby acknowledged.
Check appropriate box Date ______________ NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ] [ ]
SIGNATURE(S) IN BOX
PLEASE SIGN PERSONALLY AS NAME APPEARS AT
LEFT. When signing as attorney, executor,
administrator, personal representative,
trustee or guardian, give full title as
such. If signer is a corporation, sign
full corporate name by duly authorized
officer. If stock is held in the name of
two or more persons, all should sign.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
APPLIED POWER INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1999
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RICHARD G. SIM and ROBERT C. ARZBAECHER, and each of them, are hereby authorized
as Proxies, with full power of substitution, to represent and vote the Class A
Common Stock of the undersigned at the Annual Meeting of Shareholders of Applied
Power Inc., a Wisconsin corporation, to be held on Friday, January 8, 1999, or
any adjournment thereof, with like effect as if the undersigned were personally
present and voting, upon the matters indicated on the reverse side of this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
(Continued on Reverse Side)
