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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
COLUMBUS MCKINNON CORPORATION
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(Name of Registrant as specified in its charter)
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 Act Rule 0-11: __/
(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:
COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228-1197
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 16, 2004
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Columbus
McKinnon Corporation, a New York corporation (the "Company"), will be held at
the Company's corporate offices, 140 John James Audubon Parkway, Amherst, New
York, on August 16, 2004, at 10:00 a.m., local time, for the following purposes:
1. To elect six Directors to hold office until the 2005 Annual Meeting and
until their successors have been elected and qualified; and
2. To take action upon and transact such other business as may be properly
brought before the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on June 25, 2004, as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the Annual
Meeting. Whether or not you plan to attend, please sign, date and return the
enclosed proxy card in the enclosed postage-paid envelope or vote by telephone
or using the internet as instructed on the enclosed proxy card. If you attend
the Annual Meeting, you may vote your shares in person if you wish. We sincerely
appreciate your prompt cooperation.
TIMOTHY R. HARVEY
Secretary
Dated: July 13, 2004
COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228-1197
-------------------------------------------------
PROXY STATEMENT
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This Proxy Statement and the accompanying form of proxy are being furnished
in connection with the solicitation by the Board of Directors of Columbus
McKinnon Corporation, a New York corporation ("our Company", "we" or "us"), of
proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at our corporate offices, 140 John James Audubon Parkway, Amherst,
New York, on August 16, 2004, at 10:00 a.m., local time, and at any adjournment
or adjournments thereof. The close of business on June 25, 2004 has been fixed
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the meeting. At the close of business on June 25, 2004,
we had outstanding 14,896,172 shares of our common stock, $.01 par value per
share, the holders of which are entitled to one vote per share on each matter
properly brought before the Annual Meeting.
The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the Annual Meeting in accordance with the
specifications, if any, made on the proxy card. If no specification is made, the
proxies will be voted FOR the nominees for Director named in this Proxy
Statement.
In order for business to be conducted, a quorum must be present at the
Annual Meeting. A quorum is a majority of the outstanding shares of common stock
entitled to vote at the Annual Meeting. Abstentions, broker non-votes and
withheld votes will be counted in determining the existence of a quorum at the
Annual Meeting.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting, meaning the six nominees receiving the most votes will be elected.
Under the law of the State of New York, our state of incorporation, only "votes
cast" by the shareholders entitled to vote are determinative of the outcome of
the matter subject to shareholder vote. Abstentions and broker non-votes are not
counted in the vote and have no effect on the election of Directors. Unless
indicated otherwise, shares represented by all valid proxies received in time
for the Annual Meeting will be voted FOR the six nominees for Director named in
this proxy statement. Instructions on a proxy to withhold authority to vote for
one or more of the nominees will result in those nominees receiving fewer votes
but will not count as a vote against such nominees.
The execution of a proxy will not affect a shareholder's right to attend
the Annual Meeting and to vote in person. A shareholder who executes a proxy may
revoke it at any time before it is exercised by giving written notice to the
Secretary, by appearing at the Annual Meeting and so stating, or by submitting
another duly executed proxy bearing a later date.
This Proxy Statement and form of proxy is first being sent or given to
shareholders on July 13, 2004.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Certificate of Incorporation provides that our Board of Directors shall
consist of not less than three nor more than nine Directors to be elected at
each annual meeting of shareholders and to serve for a term of one year or until
their successors are duly elected and qualified. Our Board of Directors was
comprised of seven members. Mr. Robert L. Montgomery, Jr., who had been a
Director since 1982, announced his retirement as a Director effective as of
March 31, 2004, reducing our Board of Directors to six members.
Unless instructions to the contrary are received, it is intended that the
shares represented by proxies will be voted for the election as Directors of
Herbert P. Ladds, Jr., Timothy T. Tevens, Carlos Pascual, Richard H. Fleming,
Ernest R. Verebelyi and Wallace W. Creek, each of whom is presently a Director
and has been previously elected by our shareholders. If any of these nominees
should become unavailable for election for any reason, it is intended that the
shares represented by the proxies solicited herewith will be voted for such
other person as the Board of Directors shall designate. The Board of Directors
has no reason to believe that any of these nominees will be unable or unwilling
to serve if elected to office.
The following information is provided concerning the nominees for Director:
HERBERT P. LADDS, JR. has been a Director of our Company since 1973 and was
elected our Chairman of the Board of Directors in January 1998. Mr. Ladds served
as our Chief Executive Officer from 1986 until his retirement in July 1998. Mr.
Ladds was our President from 1982 until January 1998, our Executive Vice
President from 1981 to 1982 and Vice President - Sales & Marketing from 1971 to
1980. Mr. Ladds is also a director of Utica Mutual Insurance Company and Utica
Life Insurance Company.
TIMOTHY T. TEVENS was elected President and a Director of our Company in
January 1998 and assumed the duties of Chief Executive Officer in July 1998.
From May 1991 to January 1998 he served as our Vice President - Information
Services and was also elected Chief Operating Officer in October 1996. From 1980
to 1991, Mr. Tevens was employed by Ernst & Young LLP in various management
consulting capacities.
CARLOS PASCUAL has been a Director of our Company since 1998. Mr. Pascual
currently serves as Chairman of the Board of Directors of Xerox de Espana S.A.
(Spain). From January 2000 through December 2003, Mr. Pascual was Executive Vice
President and President of Developing Markets Operations for Xerox. From January
1999 to January 2000, Mr. Pascual served as Deputy Executive Officer of Xerox's
Industry Solutions Operations. From August 1995 to January 1999, Mr. Pascual
served as President of Xerox Corporation's United States Customer Operations.
Prior thereto, he has served in various capacities with Xerox Corporation.
RICHARD H. FLEMING was appointed a Director of our Company in March 1999.
In February 1999, Mr. Fleming was appointed Executive Vice President and Chief
Financial Officer of USG Corporation. Prior thereto, Mr. Fleming served USG
Corporation in various executive financial capacities, including Senior Vice
President and Chief Financial Officer from January 1995 to February 1999 and
Vice President and Chief Financial Officer from January 1994 to January 1995.
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Mr. Fleming also serves as a member of the Board of Directors for several
non-for-profit entities including FamilyCare Services of Illinois, the Child
Welfare League of America, and Chicago United.
ERNEST R. VEREBELYI was appointed a Director of the Company in January
2003. Mr. Verebelyi retired from Terex Corporation, a global diversified
equipment manufacturer, in October 2002 where he held the position of Group
President, Terex Americas. Prior to joining Terex in 1998, he held executive
general management and operating positions at General Signal Corporation,
Emerson, Hussmann Corporation, and General Electric. Mr. Verebelyi also serves
as a director of both The Nash Engineering Company of Fairfield, Connecticut and
Fairfield Manufacturing Company, headquartered in Lafayette, Indiana.
WALLACE W. CREEK was appointed a Director of the Company in January 2003.
From December 2002 through June 2004, he served as Senior Vice President of
Finance for Collins & Aikman, a leading manufacturer of automotive interior
components. Prior to that, Mr. Creek was the Controller of General Motors
Corporation for nearly ten years and held several executive positions in finance
at GM over a forty-three year career.
THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE "FOR" EACH OF THE DIRECTOR
NOMINEES.
CORPORATE GOVERNANCE
BOARD OF DIRECTORS INDEPENDENCE
Our Board of Directors has determined that each of its current members,
other than Mr. Tevens and Mr. Ladds, is independent within the meaning of the
NASDAQ Stock Market, Inc. listing standards as currently in effect.
BOARD OF DIRECTORS MEETINGS AND ATTENDANCE
The Board of Directors and its committees meet regularly throughout the
year and also hold special meetings and act by written consent from time to time
as appropriate. All Directors are expected to attend each meeting of the Board
of Directors and the committees on which he serves, and are also invited, but
not required, to attend the Annual Meeting. Agendas for meetings of the Board of
Directors generally include executive sessions for the independent Directors to
meet without management Directors present. During the year ended March 31, 2004,
our Board of Directors held ten meetings. Each Director attended at least 75% of
the aggregate number of meetings of our Board of Directors and meetings held by
all committees of our Board of Directors on which he served. All Directors
except Mr. Pascual attended the 2003 Annual Meeting.
AUDIT COMMITTEE
Our Board of Directors has a standing Audit Committee comprised of Mr.
Fleming, as Chairman, and Messrs. Pascual, Creek and Verebelyi. Each member of
our Audit Committee is independent as defined under Section 10A(m)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and under the
NASDAQ Stock Market, Inc. rules currently in effect. In addition, pursuant to
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the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, our Board of
Directors has determined that each of Messrs. Fleming, Verebelyi, Pascual and
Creek qualifies as an "audit committee financial expert." The duties of our
Audit Committee consist of (i) appointing or replacing our independent auditors,
(ii) pre-approving all auditing and permitted non-audit services provided to us
by our independent auditors, (iii) reviewing with our independent auditors and
our management the scope and results of our annual audited financial statements,
our quarterly financial statements and significant financial reporting issues
and judgments made in connection with the preparation of our financial
statements, (iv) reviewing our management's assessment of the effectiveness of
our internal controls, as well as our independent auditors' report on this
assessment, (v) reviewing insider and affiliated party transactions and (vi)
establishing procedures for the receipt, retention and treatment of complaints
received by us regarding accounting or internal controls. The Audit Committee is
governed by a written charter approved by the Board of Directors which was
amended in March 2004. A copy of this charter is set forth as APPENDIX A to this
proxy statement. The charter of the Audit Committee is also posted on the
Investor Relations section of the Company's website at WWW.CMWORKS.COM. Our
Audit Committee held nine meetings in fiscal 2004.
COMPENSATION AND SUCCESSION COMMITTEE
Our Compensation and Succession Committee consists of Mr. Pascual, as
Chairman, and Messrs. Fleming, Creek and Verebelyi, all of whom are independent
directors. The principal functions of this Committee are to (i) review and make
recommendations to our Board of Directors with respect to our compensation
strategy, (ii) evaluate the performance of our executive officers in light of
our compensation goals and objectives, (iii) evaluate the performance of our
chief executive officer and chief financial officer and review and establish
their compensation, (iv) administer and make recommendations for grants and
awards to our employees under our incentive compensation programs and (v) review
and make recommendations with respect to our succession plans for all key
management positions and provide assurance to our Board of Directors that our
process in preparing our succession plans is appropriate. The Compensation and
Succession Committee is governed by a written charter approved by the Board of
Directors which is posted on the Investor Relations section of the Company's
website at WWW.CMWORKS.COM. Our Compensation and Succession Committee held two
meetings in fiscal 2004.
CORPORATE GOVERNANCE AND NOMINATION COMMITTEE
Our Corporate Governance and Nomination Committee is responsible for (i)
evaluating the composition, organization and governance of our Board of
Directors and its committees, (ii) monitoring compliance with our system of
corporate governance and (iii) developing criteria, investigating and making
recommendations with respect to candidates for membership on our Board of
Directors. This Committee is chaired by Mr. Creek and also includes Messrs.
Fleming, Pascual and Verebelyi. Each of these members is an independent
director. Our Compensation and Succession Committee does not solicit direct
nominations from our shareholders, but will give due consideration to written
recommendations for nominees from our shareholders for election as directors
that are submitted in accordance with our by-laws. See the information contained
herein under the heading "Shareholders' Proposals." Generally, a shareholder who
wishes to nominate a candidate for Director must give us prior written notice
thereof, which notice must be personally delivered or mailed via registered
first class mail, return receipt requested, to our Secretary and must be
received by our Secretary not less than 60 days nor more than 90 days prior to
the first anniversary of the date our proxy statement was first mailed to
shareholders in connection with our previous year's Annual Meeting. If such
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nomination is given in connection with a special meeting for the election of
Directors, it must be received no later than the tenth day following the day on
which the date of the special meeting is publicly announced or disclosed. The
shareholder's recommendation for nomination must contain the following
information as to each nominee for Director: the nominee's name, age, business
address and residence address; the nominee's principal occupation or employment
for the previous five years; the number of shares of our common stock owned by
such candidate; and any other information relating to the nominee that is
required to be disclosed in solicitations of proxies for elections of directors
pursuant to Regulation 14A under the Exchange Act. A shareholder's
recommendation must also set forth: such shareholder's name and address as they
appear on our books and records; the number of shares of each class of our
capital stock that are beneficially owned and held of record by such
shareholder; any material interest of such shareholder in such nomination; any
other information that is required to be provided by such shareholder pursuant
to Regulation 14A under the Exchange Act in his or her capacity as a proponent
to a shareholder proposal; and a signed consent from each nominee recommended by
such shareholder that such nominee is willing to serve as a Director if elected.
Any nomination not made in strict accordance with the foregoing provisions will
be disregarded at the direction of our Chairman of the Board. The Corporate
Governance and Nomination Committee is governed by a written charter approved by
the Board of Directors which is posted on the Investor Relations section of the
Company's website at WWW.CMWORKS.COM. Our Corporate Governance and Nomination
Committee held three meetings in fiscal 2004.
CODE OF ETHICS
In August 1999, our Board of Directors adopted a Code of Ethics which
governs all of our Directors, officers and employees, including our Chief
Executive Officer and other executive officers. This Code of Ethics is posted on
the Corporate Information section of the Company's website at WWW.CMWORKS.COM.
The Company will disclose any amendment to this Code of Ethics or waiver of a
provision of this Code of Ethics, including the name of any person to whom the
waiver was granted, on its website.
DIRECTOR COMPENSATION
We pay an annual retainer of $100,000 to our Chairman of the Board and an
annual retainer of $18,000 to each of our other outside directors. Directors who
are also our employees do not receive an annual retainer. Committee chairmen
each receive an additional annual retainer of $3,000, except for the chairman of
the Audit Committee who receives an additional annual retainer of $5,000. In
addition, each of our non-employee directors (other than our Chairman of the
Board) also receives a fee of $1,500 for each Board of Directors and committee
meeting attended and is reimbursed for any reasonable expenses incurred in
attending such meetings.
DIRECTORS' AND OFFICERS' INDEMNIFICATION INSURANCE
Effective April 1, 2004, we placed our directors and officers
indemnification insurance coverage with the Hartford Twin City Insurance
Company, One Beacon American Insurance Company, Travelers Casualty and Surety
Company and Philadelphia Indemnity Insurance Company for a term of one year at a
cost of $395,000. The total insurance coverage is $25,000,000, with Hartford
Twin City providing coverage of $10,000,000, and One Beacon, Travelers and
Philadelphia each providing $5,000,000 of coverage. This insurance provides
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coverage to our executive officers and directors individually where exposures
exist for which we are unable to provide direct indemnification.
CONTACTING THE BOARD OF DIRECTORS
Although we do not have a formal policy regarding communications with our
Board of Directors, shareholders may communicate with our Board of Directors by
writing to: Board of Directors, Columbus McKinnon Corporation, 140 John James
Audubon Parkway, Amherst, New York 14228-1197. Shareholders who would like their
submission directed to a particular Director may so specify and the
communication will be forwarded, as appropriate.
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OUR DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding our Directors
and executive officers:
NAME AGE POSITION
---- --- --------
Herbert P. Ladds, Jr. 71 Chairman of the Board
Timothy T. Tevens 48 President, Chief Executive Officer
and Director
Carlos Pascual (1) 58 Director
Richard H. Fleming (1) 57 Director
Ernest R. Verebelyi (1) 56 Director
Wallace W. Creek (1) 65 Director
Robert R. Friedl 49 Vice President - Finance and Chief
Financial Officer
Ned T. Librock 51 Vice President - Sales
Karen L. Howard 42 Vice President - Controller
Joseph J. Owen 43 Vice President - Strategic Integration
Robert H. Myers, Jr. 61 Vice President - Human Resources
Timothy R. Harvey 53 General Counsel and Secretary
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(1) Messrs. Pascual, Fleming, Verebelyi and Creek each serve on our Audit
Committee, Compensation and Succession Committee and Corporate Governance and
Nomination Committee.
All of our officers are elected annually at the first meeting of our Board
of Directors following the Annual Meeting of Shareholders and serve at the
discretion of our Board of Directors. There are no family relationships between
any of our officers or Directors. Recent business experience of our Directors is
set forth above under "Election of Directors." Recent business experience of our
executive officers who are not also Directors is as follows:
ROBERT R. FRIEDL was elected Vice President - Finance and Chief Financial
Officer in March 2004. He was President of Friedl Associates from November 2001
to February 2004, and from May 2000 until August 2001, he served as Senior Vice
President and Chief Financial Officer of Specialty Equipment Companies (acquired
by United Technologies Corporation in November 2000). He joined The Manitowoc
Company in 1988, holding a number of senior financial positions including the
office of Chief Financial Officer from 1992 to September 1999. Prior to joining
Manitowoc, Mr. Friedl held management positions in telecommunications companies
and in public accounting. Mr. Friedl is a certified public accountant with a
M.S. degree in Taxation.
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NED T. LIBROCK was elected a Vice President in November 1995. Mr. Librock
has been employed by us since 1990 in various sales management capacities. Prior
to his employment with us, Mr. Librock was employed by Dynabrade Inc., a
manufacturer of power tools, as director of Sales and Marketing.
KAREN L. HOWARD was elected our Vice President - Controller in January
1997. From June 1995 to January 1997, Ms. Howard was employed by us in various
financial and accounting capacities. Previously, Ms. Howard was employed by
Ernst & Young LLP as a certified public accountant.
JOSEPH J. OWEN was appointed Vice President - Strategic Integration in
August 1999. From April 1997 to August 1999, Mr. Owen was employed by us as
Corporate Director - Materials Management. Prior to joining us, Mr. Owen was
employed by Ernst & Young LLP in various management consulting capacities.
ROBERT H. MYERS, JR. has been employed by us since 1959. In October of
2001, Mr. Myers was appointed Vice President - Human Resources. Prior to October
2001, Mr. Myers served for eight years as Corporate Manager of Environmental
Systems. Prior to that, Mr. Myers served as Human Resources Director of our CM
Hoist Division.
TIMOTHY R. HARVEY has been with us since 1996, initially serving as Manager
- Legal Affairs until his appointment as Secretary in October 2003. He also
serves as our General Counsel. Prior to 1996, Mr. Harvey was engaged in the
private practice of law in Buffalo, New York.
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COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation as well as certain
other compensation paid during the fiscal years ended March 31, 2002, 2003 and
2004 for our Chief Executive Officer and our other four most highly compensated
executive officers. The amounts shown include compensation for services in all
compensation capacities.
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------- -----------------------------
SECURITIES
RESTRICTED UNDERLYING
FISCAL OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS(2) SARS(3) COMPENSATION(4)
--------------------------- ---- ------ ----- ------------ --------- ------- ---------------
Timothy T. Tevens, 2004 $472,500 $ - $ - - - $ 5,645
President and Chief 2003 492,827 66,620 - - - 5,958
Executive Officer 2002 462,548 - - - 60,000 9,129
Robert L. Montgomery, Jr.,(1) 2004 393,750 - - - - 4,897
Executive Vice President and 2003 410,462 39,555 - - - 5,958
Chief Financial Officer 2002 385,457 - - - - 10,953
Ned T. Librock, 2004 231,280 - 279(5) - - 3,326
Vice President - Sales 2003 230,577 31,015 23,874(5) - - 5,958
2002 215,385 - 69,373(5) - 45,000 10,796
Karen L. Howard, 2004 196,500 - - - - 2,989
Vice President - 2003 196,135 18,796 - - - 5,958
Controller 2002 182,635 - - - 45,000 10,060
Joseph J. Owen, 2004 194,250 - - - - 2,956
Vice President - 2003 193,894 26,062 37,640(6) - - 5,958
Strategic Integration 2002 180,673 - - - 45,000 9,010
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(1) Mr. Montgomery resigned as Chief Financial Officer effective March 2, 2004
and resigned as Executive Vice President effective March 31, 2004.
(2) Mr. Tevens was granted 2,488 shares of restricted common stock on June 10,
1999, which had a value on such date of $61,900, and a value on March 31,
2004 of $19,058. Mr. Montgomery was granted 2,417 shares of restricted
common stock on June 10, 1999, which had a value on such date of $60,100,
and a value as of March 31, 2004 of $18,514. Mr. Librock was granted 1,386
shares of restricted common stock on June 10, 1999, which had a value on
such date of $34,500 and a value as of March 31, 2004 of $10,617. Ms.
Howard was granted 1,031 shares of restricted common stock on June 10,
1999, which had a value on such date of $25,650; and 8,500 shares of
restricted common stock on August 17, 1998, which had a value on such date
of $196,563. The restrictions on 8,500 of Ms. Howard's restricted shares of
common stock lapsed on August 16, 2003, on which date such shares had a
value of $32,215. As of March 31, 2004, the number of restricted shares of
common stock held by Ms. Howard was 1,031 and the value of such restricted
shares was $7,897. Mr. Owen was granted 1,016 shares of restricted common
stock on June 10, 1999, which had a value on such date of $25,300 and 5,000
shares of restricted common stock on April 14, 1997, which had a value on
such date of $95,000. The restrictions on 5,000 of Mr. Owen's restricted
shares of common stock lapsed on April 12, 2002, on which date such shares
had a value of $67,500. As of March 31, 2004, the number of restricted
shares of common stock held by Mr. Owen was 1,016, and the value of such
restricted shares was $7,782. We do not pay dividends on our outstanding
shares of restricted common stock. In the event we declare any dividends on
our common stock in the future, we would provide additional compensation to
holders of our restricted common stock in lieu of such dividends.
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(3) Consists of (i) options granted in fiscal 2002 to Messrs. Tevens and
Librock, Ms. Howard and Mr. Owen pursuant to our Incentive Stock Option
Plan in the amounts of 38,620, 40,500, 40,500 and 40,500 shares,
respectively and (ii) options granted in fiscal 2002 to Messrs. Tevens and
Librock, Ms. Howard and Mr. Owen pursuant to our Non-Qualified Stock Option
Plan in the amounts of 21,380, 4,500, 4,500 and 4,500 shares, respectively.
(4) Consists of: (i) the value of shares of common stock allocated in fiscal
2004 under our Employee Stock Ownership Plan, or ESOP, to accounts for
Messrs. Tevens, Montgomery, Librock, Ms. Howard and Mr. Owen in the amount
of $1,083, $1,083, $1,083, $1,064 and $1,052, respectively, (ii) premiums
for group term life insurance policies insuring the lives of Messrs.
Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen in the amount of
$111 each and (iii) our matching contributions under our 401(k) plan for
Messrs. Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen in the
amount of $4,451, $3,703, $2,132, $1,814 and $1,793, respectively.
(5) Represents tax reimbursement payments we made to Mr. Librock in fiscal
2004, 2003 and 2002 to offset the income tax effects of the expiration of
the restrictions on 11,900 shares of restricted common stock granted to him
in fiscal 1997 and released in fiscal 2002.
(6) Represents tax reimbursement payments we made to Mr. Owen in fiscal 2003 to
offset the income tax effects of the expiration of the restrictions on
5,000 shares of restricted common stock granted to him in fiscal 1998 and
released in fiscal 2003. See footnote (2) above.
EMPLOYEE PLANS
EMPLOYEE STOCK OWNERSHIP PLAN. We maintain our ESOP for the benefit of
substantially all of our domestic non-union employees. The ESOP is intended to
be an employee stock ownership plan within the meaning of Section 4975(e)(7) of
the Internal Revenue Code of 1986, as amended and an eligible individual account
plan within the meaning of Section 407(d)(3) of the Internal Revenue Code. From
1988 through 1998, the ESOP has purchased from us 1,373,549 shares of common
stock for the aggregate sum of approximately $10.5 million. The proceeds of
certain institutional loans were used to fund such purchases. The ESOP's loans
are secured by our common stock which is held by the ESOP and such loans are
guaranteed by us. The ESOP acquired 479,900 shares of our common stock in
October 1998 for the aggregate sum of approximately $7.7 million. The proceeds
of a loan we made to the ESOP were used to fund the purchase.
On a quarterly basis, we make a contribution to the ESOP in an amount
determined by our Board of Directors. In fiscal 2004, our cash contribution was
approximately $0.9 million. The ESOP's trustees use the entire contribution to
make payments of principal and interest on the ESOP's loans.
Common stock not allocated to ESOP participants is recorded in an ESOP
suspense account and is held as collateral for repayment of the ESOP's loans. As
payments of principal and interest are received by the lenders, these shares are
released from the ESOP suspense account annually and are then allocated to the
ESOP participants in the same proportion as a participant's compensation for
such year bears to the total compensation of all participants.
An ESOP participant becomes fully vested in all amounts allocated to him or
her after five years of service. The shares of our common stock held by the
participants in the ESOP are voted by the participants in the same manner as any
other share of our common stock.
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In general, common stock allocated to a participant's account is
distributed upon his or her termination of employment, normal retirement at age
65 or death. The distribution is made in whole shares of common stock with a
cash payment in lieu of any fractional shares.
Messrs. Friedl, Myers, Harvey and Ms. Howard serve as trustees of the ESOP.
As of March 31, 2004, the ESOP owned 1,156,752 shares of our common stock.
Common stock allocated pursuant to the ESOP to Messrs. Tevens, Montgomery and
Librock, Ms. Howard and Mr. Owen as of March 31, 2004 is 141 shares, 141 shares,
141 shares, 138 shares and 137 shares, respectively.
PENSION PLAN. We have a non-contributory, defined benefit Pension Plan
which provides certain of our employees with retirement benefits. As defined in
the Pension Plan, a participant's annual pension benefit at age 65 is equal to
the product of (i) 1% of the participant's final average earnings, as calculated
by the terms of the Pension Plan, plus 0.5% of that part, if any, of final
average earnings in excess of such participant's "social security covered
compensation," as such term is defined in the Pension Plan, multiplied by (ii)
such participant's years of credited service, limited to 35 years. Plan benefits
are not subject to reduction for social security benefits.
The following table illustrates the estimated annual benefits upon
retirement under our Pension Plan if the plan remains in effect and assuming
that an eligible employee retires at age 65. However, because of changes in tax
laws or future adjustments to the provisions of our Pension Plan, actual pension
benefits could differ significantly from the amounts set forth in the table.
YEARS OF SERVICE
-------------------------------------------------------
FINAL AVERAGE 15 20 25 30 35
-------------- -- -- -- -- --
EARNINGS
--------
125,000 22,247 29,663 37,079 44,494 51,910
150,000 27,872 37,163 46,454 55,744 65,035
175,000 33,497 44,663 55,829 66,994 78,160
200,000 39,122 52,163 65,204 78,244 91,285
250,000 40,247 52,663 67,079 80,494 93,910
300,000 40,247 52,663 67,079 80,494 93,910
350,000 40,247 52,663 67,079 80,494 93,910
400,000 40,247 52,663 67,079 80,494 93,910
450,000 40,247 52,663 67,079 80,494 93,910
500,000 40,247 52,663 67,079 80,494 93,910
A portion of the annual benefit for plan participants is determined by
their final average earnings in excess of "social security covered
compensation," as such term is defined in our Pension Plan. Since this amount
can vary depending on the eligible employee's year of birth, all pension amounts
shown above have been calculated using Mr. Tevens' year of birth and his social
security covered compensation of $78,372. Our Pension Plan excludes final
average earnings in excess of $205,000.
If Messrs. Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen remain
our employees until they reach age 65, the years of credited service under the
Pension Plan for each of them would be 30, 17, 28, 32 and 29, respectively.
- 11 -
NON-QUALIFIED STOCK OPTION PLAN. In October 1995, we adopted our
Non-Qualified Stock Option Plan and reserved, subject to certain adjustments, an
aggregate of 250,000 shares of our common stock for issuance thereunder. Under
the terms of our Non-Qualified Plan, options may be granted by our Compensation
and Succession Committee to our officers and other key employees as well as to
non-employee directors and advisors. In fiscal 2004, we did not grant any
options to purchase shares of our common stock under our Non-Qualified Plan.
INCENTIVE STOCK OPTION PLAN. Our Incentive Stock Option Plan which was
adopted in October 1995 and amended in 2002, authorizes our Compensation and
Succession Committee to grant to our officers and other key employees stock
options that are intended to qualify as "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code. Our Incentive Plan
reserved, subject to certain adjustments, an aggregate of 1,750,000 shares of
common stock to be issued thereunder. Options granted under the Incentive Plan
become exercisable over a four-year period at the rate of 25% per year
commencing one year from the date of grant at an exercise price of not less than
100% of the fair market value of our common stock on the date of grant. Any
option granted thereunder may be exercised not earlier than one year and not
later than ten years from the date the option is granted. In the event of
certain extraordinary transactions, including a change in control, the vesting
of such options would automatically accelerate. In fiscal 2004, we granted
options to purchase 45,000 shares of our common stock under the Incentive Plan.
RESTRICTED STOCK PLAN. Our Restricted Stock Plan which was adopted in
October 1995 and amended in 2002, reserves, subject to certain adjustments, an
aggregate of 150,000 shares of our common stock to be issued upon the grant of
restricted stock awards thereunder. Under the terms of the Restricted Stock
Plan, our Compensation and Succession Committee may grant to our employees
restricted stock awards to purchase shares of common stock at a purchase price
of not less than $.01 per share. Shares of common stock issued under the
Restricted Stock Plan are subject to certain transfer restrictions and, subject
to certain exceptions, must be forfeited if the grantee's employment with us is
terminated at any time prior to the date the transfer restrictions have lapsed.
Grantees who remain continuously employed with us become vested in their shares
five years after the date of the grant, or earlier upon death, disability,
retirement or other special circumstances. The restrictions on any such stock
awards automatically lapse in the event of certain extraordinary transactions,
including a change in our control. In fiscal 2004, we did not award any shares
of our common stock under the Restricted Stock Plan.
CORPORATE INCENTIVE PLAN. In July 2001, we adopted our Incentive Plan and
our Incentive Plan Addendum to replace our previous plan. Most of our employees
are eligible to participate in the Incentive Plan. Under the Incentive Plan, for
each fiscal year, each participant is assigned a participation percentage by our
management. The actual bonus to be paid to a participant will be equal to his
participation percentage times his base compensation, multiplied by a factor,
which is the annual budgeted target percentage determined by the Board of
Directors plus or minus two times the percentage difference between our actual
pretax income and budgeted pretax income for the applicable quarter or year. The
bonus is computed and paid quarterly at 75% of the calculated amount for each of
the first three quarters. The Incentive Plan was suspended for fiscal 2004 and,
as a result, no bonuses were paid in fiscal 2004 thereunder.
401(K) PLAN. We maintain a 401(k) retirement savings plan which covers all
of our non-union employees in the U.S., including our executive officers, who
have completed at least 90 days of service. Eligible participants may contribute
up to 30% of their annual compensation (7% for highly compensated employees),
- 12 -
subject to an annual limitation as adjusted by the provisions of the Internal
Revenue Code. Employee contributions are matched by us in an amount equal to 50%
of the employee's salary reduction contributions, as such term is defined in the
401(k) Plan. Our matching contributions are limited to 3% of the employee's base
pay and vest at the rate of 20% per year. Commencing May 1, 2003, we suspended
our matching contributions.
CHANGE IN CONTROL AGREEMENTS
We have entered into change in control agreements with Messrs. Tevens and
Librock, Ms. Howard, Mr. Owen and certain other of our officers and employees.
The change in control agreements provide for an initial term of one year, which,
absent delivery of notice of termination, is automatically renewed annually for
an additional one year term. Generally, each of the named officers is entitled
to receive, upon termination of employment within 36 months of a change in
control of our Company (unless such termination is because of death, disability,
for cause or by an officer or employee other than for "good reason," as defined
in the change in control agreements), (i) a lump sum severance payment equal to
three times the sum of (A) his or her annual salary and (B) the greater of (1)
the annual target bonus under the Incentive Plan in effect on the date of
termination and (2) the annual target bonus under the Incentive Plan in effect
immediately prior to the change in control of our Company, (ii) continued
coverage for 36 months under our medical and life insurance plans, (iii) a lump
sum payment equal to the actuarial equivalent of the pension payment which he or
she would have accrued under our tax-qualified retirement plans had he or she
continued to be employed by us for three additional years and (iv) certain other
specified payments. Aggregate "payments in the nature of compensation" (within
the meaning of Section 280G of the Internal Revenue Code) payable to any
executive or employee under the change in control agreements is limited to the
amount that is fully deductible by us under Section 280G of the Internal Revenue
Code less one dollar. The events that trigger a change in control under the
change in control agreements include (i) the acquisition of 20% or more of our
outstanding common stock by certain persons, (ii) certain changes in the
membership of the our Board of Directors, (iii) certain mergers or
consolidations, (iv) certain sales or transfers of substantially all of our
assets and (v) the approval by our shareholders of a plan of dissolution or
liquidation.
OPTIONS GRANTED IN LAST FISCAL YEAR
No stock options were granted in fiscal 2004 to our officers named in the
Summary Compensation Table.
- 13 -
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to our executives
named in the Summary Compensation Table concerning the exercise of options
during fiscal 2004 and unexercised options held at the end of fiscal 2004.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END (1)
SHARES -------------------------- ----------------------
NAME AND ACQUIRED VALUE
PRINCIPAL POSITION ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ ----------- -------- ----------- ------------- ----------- -------------
Timothy T. Tevens,
President and Chief
Executive Officer $ - $ - 134,000 30,000 $ - $ -
Robert L. Montgomery, Jr.,
Executive Vice President
and Chief Financial - - - - - -
Officer
Ned T. Librock, - - 108,500 22,500 - -
Vice President - Sales
Karen L. Howard,
Vice President - - - 108,500 22,500 - -
Controller
Joseph J. Owen,
Vice President -
Strategic Integration - - 41,500 22,500 - -
-----------------------
(1) Represents the difference between $7.66, the closing market value of our
common stock as of March 31, 2004 and the exercise prices of such options
which are exercisable at an exercise price less than $7.66, of which there
were none.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about our common stock that may be
issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of March 31, 2004, including the
Non-Qualified Plan and the Incentive Plan.
NUMBER OF SECURITIES
REMAINING FOR FUTURE
NUMBER OF SECURITIES TO BE WEIGHTED AVERAGE ISSUANCE UNDER EQUITY
ISSUED UPON EXERCISE OF EXERCISE PRICE OF COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
------------- ------------------- ------------------- ------------------------
Equity compensation plans
approved by security holders 1,229,850 $13.77 752,650
Equity compensation plans not - - -
approved by security holders
Total 1,229,850 $13.77 752,650
- 14 -
COMPENSATION AND SUCCESSION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation for our executive officers is administered by the Compensation
and Succession Committee, which currently consists of four independent
(non-employee) Directors. Our Board of Directors has delegated to the
Compensation and Succession Committee responsibility for establishing,
administrating and approving the compensation arrangements of the Chief
Executive Officer and other executive officers.
The following objectives, established by our Compensation and Succession
Committee, are the basis for the Company's executive compensation program:
o providing a comprehensive program with components including base
salary, performance incentives, and benefits that support and align with our
goal of providing superior value to customers and shareholders;
o ensuring that we are competitive and can attract and retain qualified
and experienced executive officers and other key personnel; and
o appropriately motivating our executive officers and other key
personnel to seek to attain short, intermediate and long-term corporate and
divisional performance goals and to manage our Company to achieve sustained long
term growth.
The Compensation and Succession Committee reviews compensation policy and
specific levels of compensation paid to our Chief Executive Officer and other
executive officers and makes recommendations to our Board of Directors regarding
executive compensation, policies and programs.
The Compensation and Succession Committee is assisted in these efforts,
when required, by independent outside consultants and by our internal staff, who
provide the Compensation and Succession Committee with relevant information and
recommendations regarding compensation policies and specific compensation
matters.
ANNUAL COMPENSATION PROGRAMS
Our executives' base salaries are compared to manufacturing companies
included in a periodic management survey completed by outside compensation
consultants and all data have been regressed to revenues equivalent to our
revenues. This survey is used because it reflects companies with similar revenue
and in the same industry sectors as us. The Compensation and Succession
Committee believes salaries should be targeted toward the median of the surveyed
salaries reported, depending upon the relative experience and individual
performance of the executive. However, given the recent difficult economic
climate, salaries of some of our executives, including our Chief Executive
Officer, have remained below the targeted median.
Salary adjustments are determined by four factors: (i) an assessment of the
individual executive officer's performance and merit, (ii) our goal of achieving
market parity with salaries of comparable executives in the competitive market,
(iii) the occurrence of any promotion or other increases in responsibility of
the executive and (iv) the general economic environment in which we are
operating. In assessing market parity, we target groups of companies surveyed
and referred to above.
- 15 -
Each executive officer's corporate position is assigned a title
classification reflecting evaluation of the position's overall contribution to
our corporate goals and the value the labor market places on the associated job
skills. A range of appropriate salaries is then assigned to that title
classification. Each April, the salary ranges may be adjusted to reflect market
conditions, including changes in comparison companies, inflation, and supply and
demand in the market. The midpoint of the salary range corresponds to a "market
rate" salary which the Compensation and Succession Committee believes is
appropriate for an experienced executive who is performing satisfactorily, with
salaries in excess of the salary range midpoint appropriate for executives whose
performance is superior or outstanding.
The Compensation and Succession Committee has recommended that any
progression or regression within the salary range for an executive officer will
depend upon a formal annual review of job performance, accomplishments and
progress toward individual and/or overall goals and objectives for each of our
segments that such executive officer oversees as well as his contributions to
our overall direction. The long-term growth in shareholder value is an important
factor. The results of executive officers' performance evaluations will form a
part of the basis of the Compensation and Succession Committee's decision to
approve, at its discretion, future adjustments in base salaries of our executive
officers.
PERSONAL BENEFITS
We seek to maintain an egalitarian culture in our facilities and
operations. Our officers are not entitled to operate under different standards
from our other employees. We do not provide our officers with reserved parking
spaces or separate facilities of any kind, nor do we maintain programs providing
personal benefits to our officers. Our healthcare and other insurance programs
are the same for all eligible employees, including our officers. We expect our
officers to be role models under our corporate governance principles, which are
applicable to all employees, and our officers are not entitled to operate under
lesser standards.
CHIEF EXECUTIVE OFFICER COMPENSATION
Compensation decisions affecting our Chief Executive Officer were based on
quantitative and qualitative factors. These factors were accumulated by an
external compensation consulting firm and included comparisons of our fiscal
2004 financial statistics to peer companies, strategic achievements such as
acquisitions and their integration, comparisons of the base salary level to the
median for comparable companies in published compensation surveys and
assessments prepared internally by other members of our executive management. As
a cost savings measure, Mr. Tevens had voluntarily requested that his base
salary be decreased by 5% to $472,500 for fiscal 2004. The Compensation and
Succession Committee has determined that Mr. Teven's base salary should remain
at this level for fiscal 2005, resulting in his salary being below the median
for comparable companies.
SECTION 162(M) OF INTERNAL REVENUE CODE
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation in excess of $1.0 million paid to
a company's chief executive officer and any one of the four other most highly
paid executive officers during its taxable year. Qualifying performance-based
compensation is not subject to the deduction limit if certain requirements are
- 16 -
met. Based upon the compensation paid to the Company's executive officers in
fiscal 2003, it does not appear that the Section 162(m) limitation will have a
significant impact on us in the near term. However, the Compensation and
Succession Committee plans to review this matter periodically.
Carlos Pascual, Chairman
Richard H. Fleming
Wallace W. Creek
Ernest R. Verebelyi
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Our Audit Committee retained Ernst & Young LLP to audit our consolidated
financial statements for fiscal 2004. All services provided on our behalf by
Ernst & Young LLP during fiscal 2003 and 2004 were approved in advance by our
Audit Committee. The aggregate fees billed to us by Ernst & Young LLP for fiscal
2004 and 2003 are as follows:
FISCAL YEAR
-----------
2004 2003
---- ----
($ in thousands)
Audit Fees.................................... $ 536 $ 434
Audit Related Fees............................ 93 77
Tax Fees ..................................... 351 1,091
All Other Fees................................ 26 13
------- -------
Total........................... $ 1,005 $ 1,615
======= =======
Our Audit Committee has selected Ernst & Young LLP, independent certified
public accountants, to act as our independent auditors for 2005. We expect that
a representative of Ernst & Young LLP will attend the Annual Meeting, and the
representative will have an opportunity to make a statement if he or she so
desires. The representative will also be available to respond to appropriate
questions from shareholders.
REPORT OF THE AUDIT COMMITTEE
REVIEW OF OUR AUDITED FINANCIAL STATEMENTS
Our Audit Committee is comprised of the Directors named below, each of whom
is independent as defined under Section 10A(m)(3) of the Exchange Act and under
the NASDAQ Stock Market, Inc. listing standards currently in effect. In
addition, pursuant to the requirements of Section 407 of the Sarbanes-Oxley Act
of 2002, our Board of Directors has determined that each of Messrs. Fleming,
Pascual, Verebelyi and Creek qualifies as an "audit committee financial expert."
The Audit Committee operates under a written charter which is annexed to
this proxy statement as APPENDIX A. This charter includes provisions requiring
Audit Committee advance approval of all audit and non-audit services to be
- 17 -
provided by independent public accountants. However, as a matter of course, we
will not engage any outside accountants to perform any audit or non-audit
services without the prior approval of the Audit Committee.
The Audit Committee has reviewed and discussed our audited financial
statements for the year ended March 31, 2004 with our management. The Audit
Committee has also discussed with Ernst & Young LLP, our independent auditors,
the matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees."
The Audit Committee has also received and reviewed the written disclosures
and the letter from Ernst & Young LLP required by Independence Standards Board
Standard No. 1, "Independence Discussion with Audit Committees," and has
discussed the independence of Ernst & Young LLP with that firm.
Based on the review and the discussions noted above, the Audit Committee
recommended to our Board of Directors that our audited financial statements be
included in our Annual Report on Form 10-K for the year ended March 31, 2004 for
filing with the Securities and Exchange Commission.
Richard H. Fleming, Chairman
Carlos Pascual
Wallace W. Creek
Ernest R. Verebelyi
- 18 -
PERFORMANCE GRAPH
The Performance Graph shown below compares the cumulative total
shareholder return on our common stock based on its market price, with the total
return of the S&P MidCap 400 Index and the Dow Jones Industrial - Diversified
Index. The comparison of total return assumes that a fixed investment of $100
was invested on April 1, 1999 in our common stock and in each of the foregoing
indices and further assumes the reinvestment of dividends. The stock price
performance shown on the graph is not necessarily indicative of future price
performance.
[ILLUSTRATION OF PERFORMANCE GRAPH]
1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ----
Columbus McKinnon Corporation.............. 100 66 41 68 8 40
S&P Midcap 400 Index....................... 100 138 128 153 117 174
Dow Jones US Industrial - Diversified Index 100 131 114 107 75 103
- 19 -
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Succession Committee is composed of Carlos Pascual,
Richard H. Fleming, Wallace W. Creek and Ernest R. Verebelyi, each an
independent Director. No interlocking relationship exists between any member of
our Compensation and Succession Committee or any of our executive officers and
any member of any other company's board of directors or compensation committee
(or equivalent), nor has any such relationship existed in the past. No member of
our Compensation and Succession Committee was, during fiscal 2004 or prior
thereto, an officer or employee of our Company or any of our subsidiaries.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors and executive
officers, and persons who own more than 10% of a registered class of our equity
securities, to file with the Securities and Exchange Commission and NASDAQ
initial reports of ownership and reports of changes in ownership of our common
stock and other equity securities. Our executive officers, Directors and greater
than 10% shareholders are required to furnish us with copies of all Section
16(a) forms they file.
To our knowledge, based solely on our review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended March 31, 2004 all Section 16(a) filing
requirements applicable to our executive officers, Directors and greater than
10% beneficial owners were complied with, except that Mr. Friedl was late in
filing one Form 4 with respect to the grant of stock options, and the Form 5
filed at year end for each of Messrs. Tevens, Montgomery, Friedl, Owen, Librock,
Myers and Harvey and Ms. Howard were filed four days late.
- 20 -
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of May 31, 2004
regarding the beneficial ownership of our Common Stock by (i) each person who is
known by us to own beneficially more than 5% of our common stock; (ii) by each
Director; (iii) by each of our executive officers named in the Summary
Compensation Table and (iv) by all of our executive officers and Directors as a
group.
NUMBER OF PERCENTAGE
DIRECTORS, OFFICERS AND 5% SHAREHOLDERS SHARES (1) OF CLASS
--------------------------------------- ---------- --------
Herbert P. Ladds, Jr. (2)(3) 914,610 6.14
Timothy T. Tevens (2)(4) 178,666 1.20
Robert L. Montgomery, Jr. (2)(5) 1,152,763 7.74
Carlos Pascual (2) 1,500 *
Richard H. Fleming (2) 1,504 *
Ernest R. Verebelyi (2) 1,000 *
Wallace W. Creek (2) 6,500 *
Ned T. Librock (2)(6) 132,904 *
Karen L. Howard (2)(7) 132,103 *
Joseph J. Owen (2)(8) 52,985 *
All Directors and Executive Officers
as a Group (12 persons) (9) 1,456,545 9.78
Columbus McKinnon Corporation
Employee Stock Ownership Plan (2) 1,156,752 7.77
Jeffrey L. Gendell (10) 1,481,280 9.94
Dimensional Fund Advisors Inc. (11) 845,078 5.67
Capital Group International, Inc. (12) 765,000 5.14
-------
* Less than 1%.
(1) Rounded to the nearest whole share. Unless otherwise indicated in the
footnotes, each of the shareholders named in this table has sole voting and
investment power with respect to the shares shown as beneficially owned by
such shareholder, except to the extent that authority is shared by spouses
under applicable law.
(2) The business address of each of the executive officers and directors is 140
John James Audubon Parkway, Amherst, New York 14228-1197.
(3) Includes (i) 731,355 shares of common stock owned directly, (ii) 163,705
shares of common stock owned directly by Mr. Ladds' spouse, and (iii)
19,550 shares of common stock held by Mr. Ladds' spouse as trustee for the
grandchildren of Mr. Ladds.
(4) Includes (i) 32,838 shares of common stock owned directly, (ii) 7,000
shares of common stock owned directly by Mr. Tevens' spouse, (iii) 50
shares of common stock owned by Mr. Tevens' son, (iv) 4,778 shares of
common stock allocated to Mr. Tevens' ESOP account, (v) 93,120 shares of
common stock issuable under options granted to Mr. Tevens under the
Incentive Plan which are exercisable within 60 days and (vi) 40,880 shares
of common stock issuable under options granted to Mr. Tevens under the
Non-Qualified Plan which are exercisable within 60 days. Excludes 144,310
shares of common stock issuable under options granted to Mr. Tevens under
the Incentive Plan and 10,690 shares of common stock issuable under options
granted to Mr. Tevens under the Non-Qualified Plan which are not
exercisable within 60 days.
- 21 -
(5) Includes (i) 1,052,745 shares of common stock owned directly, (ii) 85,000
shares of common stock owned directly by Mr. Montgomery's spouse and (iii)
15,018 shares of common stock allocated to Mr. Montgomery's ESOP account.
(6) Includes (i) 19,390 shares of common stock owned directly, (ii) 152 shares
of common stock owned by Mr. Librock's son, (iii) 4,862 shares of common
stock allocated to Mr. Librock's ESOP account, (iv) 92,595 shares of common
stock issuable under options granted to Mr. Librock under the Incentive
Plan which are exercisable within 60 days and (v) 15,905 shares of common
stock issuable under options granted to Mr. Librock under the Non-Qualified
Plan which are exercisable within 60 days. Excludes 60,250 shares of common
stock issuable under options granted to Mr. Librock under the Incentive
Plan and 2,250 shares of common stock issuable under options granted to Mr.
Librock under the Non-Qualified Plan which are not exercisable within 60
days.
(7) Includes (i) 21,796 shares of common stock owned directly, (ii) 1,807
shares allocated to Ms. Howard's ESOP account, (iii) 92,595 shares of
common stock issuable under options granted to Ms. Howard under the
Incentive Plan which are exercisable within 60 days and (iv) 15,905 shares
of common stock issuable under options granted to Ms. Howard under the
Non-Qualified Plan which are exercisable within 60 days. Excludes (i)
1,154,944 additional shares of common stock owned by the ESOP for which Ms.
Howard serves as one of four trustees and for which she disclaims any
beneficial ownership and (ii) 40,250 shares of common stock issuable under
options granted to Ms. Howard under the Incentive Plan and 2,250 shares of
common stock issuable under options granted to Ms. Howard under the
Non-Qualified Plan which are not exercisable within 60 days.
(8) Includes (i) 9,005 shares of common stock owned directly, (ii) 1,327 shares
of common stock owned by Mr. Owen's spouse, (iii) 1,153 shares of common
stock allocated to Mr. Owen's ESOP account and (iv) 39,250 shares of common
stock issuable under options granted to Mr. Owen under the Incentive Plan
which are exercisable within 60 days and (v) 2,250 shares of common stock
issuable under options granted to Mr. Owen under the Non-Qualified Plan
which are exercisable within 60 days. Excludes 50,250 shares of common
stock issuable under options granted to Mr. Owen under the Incentive Plan
and 2,250 shares under the Non-Qualified Plan which are not exercisable
within 60 days.
(9) Includes (i) options to purchase an aggregate of 420,712 shares of common
stock issuable to certain executive officers under the Incentive Plan and
Non-Qualified Plan which are exercisable within 60 days. Excludes the
shares of common stock owned by the ESOP as to which Mr. Friedl, Ms.
Howard, Mr. Harvey and Mr. Myers serve as trustees, except for an aggregate
of 318,115 shares allocated to the respective ESOP accounts of our
executive officers and (ii) options to purchase an aggregate of 467,338
shares of common stock issued to certain executive officers under the
Incentive Plan and Non-Qualified Plan which are not exercisable within 60
days.
(10) Information with respect to Jeffrey L. Gendell is based on a Schedule 13F
filed with the Securities and Exchange Commission on March 31 by a group
consisting of Tontine Management, L.L.C., Tontine Partners, L.P., Tontine
Capital Management, L.L.C., Tontine Associates, L.L.C. and Jeffrey L.
Gendell (individually and as managing member of Tontine Management, L.L.C.,
Tontine Capital Management, L.L.C. and Tontine Associates, L.L.C.). Based
solely upon information in this Schedule 13F, Jeffrey L. Gendell and these
affiliated entities share voting power and dispositive power with respect
to all of such shares of common stock. The stated business address for
Jeffrey L. Gendell is 55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut
06830.
(11) Information with respect to Dimensional Fund Advisors Inc. and its holdings
of common stock is based on a Schedule 13F of Dimensional Fund Advisors
Inc. filed with the Securities and Exchange Commission on February 6, 2004.
The stated business address for Dimensional Fund Advisors Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(12) Information with respect to Capital Group International, Inc. and its
holdings of common stock is based on a Schedule 13G jointly filed by
Capital Group International, Inc. and Capital Guardian Trust Company with
the Securities and Exchange Commission on May 31, 2004. Based solely upon
information in this Schedule 13G, Capital Group International, Inc. has
sole voting power of 456,250 shares of such common stock and sole
dispositive power of 765,000 shares of such common stock. Capital Guardian
Trust Company is a wholly owned subsidiary of Capital Group International,
Inc. The stated business address for both Capital Group International, Inc.
and Capital Guardian Trust Company is 11100 Santa Monica Blvd, Los Angeles,
California 90025.
- 22 -
SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by us, including expenses
in connection with preparing and mailing this Proxy Statement. In addition to
the use of the mail, proxies may be solicited by personal interviews or by
telephone, telecommunications or other electronic means by our Directors,
officers and employees at no additional compensation. Arrangements will be made
with brokerage houses, banks and other custodians, nominees and fiduciaries for
the forwarding of solicitation material to the beneficial owners of our common
stock, and we will reimburse them for reasonable out-of-pocket expenses incurred
by them in connection therewith.
OTHER MATTERS
Our management does not presently know of any matters to be presented for
consideration at the Annual Meeting other than the matters described in the
Notice of Annual Meeting. However, if other matters are presented, the
accompanying proxy confers upon the person or persons entitled to vote the
shares represented by the proxy, discretionary authority to vote such shares in
respect of any such other matter in accordance with their best judgment.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders intended to be presented at the 2005 Annual
Meeting must be received by us by March 15, 2005 to be considered for inclusion
in our Proxy Statement and form of proxy relating to that meeting. In addition,
our by-laws require that notice of shareholder proposals and nominations for
director be delivered to our principal executive offices not less than 60 days
nor more than 90 days prior to the first anniversary of the Annual Meeting for
the preceding year; provided, however, if the Annual Meeting is not scheduled to
be held within a period commencing 30 days before such anniversary date and
ending 30 days after such anniversary date, such shareholder notice shall be
delivered by the later of (i) 60 days prior to the date of the Annual Meeting or
(ii) the tenth day following the date such Annual Meeting date is first publicly
announced or disclosed. The date of the 2005 Annual Meeting has not yet been
established. Nothing in this paragraph shall be deemed to require us to include
in our Proxy Statement and proxy relating to the 2005 Annual Meeting any
shareholder proposal that does not meet all of the requirements for inclusion
established by the Exchange Act, and the rules and regulations promulgated
thereunder.
- 23 -
OTHER INFORMATION
WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED, ON
THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF OUR ANNUAL REPORT ON FORM 10-K,
FOR THE FISCAL YEAR ENDED MARCH 31, 2004, FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. Such
written request should be directed to Columbus McKinnon Corporation, 140 John
James Audubon Parkway, Amherst, New York 14228-1197, Attention: Secretary. Each
such request must set forth a good faith representation that, as of June 25,
2004, the person making the request was a beneficial owner of securities
entitled to vote at the Annual Meeting.
The accompanying Notice and this Proxy Statement are sent by order of our
Board of Directors.
TIMOTHY R. HARVEY
Secretary
Dated: July 13, 2004
- 24 -
APPENDIX A
COLUMBUS MCKINNON CORPORATION
AUDIT COMMITTEE CHARTER
COLUMBUS MCKINNON CORPORATION
(THE "COMPANY")
AUDIT COMMITTEE CHARTER
ORGANIZATION
------------
The Audit Committee shall consist of no fewer than three members. The members of
the Audit Committee shall meet the independence and experience requirements of
Nasdaq, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange
Act") and the rules and regulations of the Commission, including financial
literacy. At least one member of the Audit Committee shall be a financial expert
as defined by the Commission. Audit committee members shall not simultaneously
serve on the audit committees of more than two other public companies.
The members of the Audit Committee shall be appointed by the Board. Audit
Committee members may be replaced by the Board.
STATEMENT OF POLICY AND RESPONSIBILITIES
----------------------------------------
The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the Company's
internal accounting and financial controls, (3) the independent auditor's
qualifications and independence, (4) the performance of the Company's internal
audit function and independent auditors, and (5) the compliance by the Company
with legal and regulatory requirements, including all pertinent requirements of
the Sarbanes/Oxley Act of 2002 ("SOA").
The Audit Committee shall have the sole authority to appoint or replace the
independent auditor (subject, if applicable, to shareholder ratification). The
Audit Committee shall be directly responsible for the compensation and oversight
of the work of the independent auditor (including resolution of disagreements
between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work. The
independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by its independent auditor (see Appendix A), subject to the de
minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of
the Exchange Act which are approved by the Audit Committee prior to the
completion of the audit.
The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission (the "Commission") to be included in the
Company's annual proxy statement.
In discharging its oversight role, the Committee is authorized to investigate
any matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company.
A-1
PRINCIPAL FUNCTIONS
-------------------
The Committee, in carrying out its responsibilities, believes its policies and
procedures should remain flexible in order to best react to changing conditions
and circumstances. The Committee will take appropriate action to set the overall
Company "tone" for quality financial reporting, sound business risk practices,
and ethical behavior. The following functions are set forth as a guide to be
supplemented and carried out as the Committee deems necessary and appropriate.
The following shall be the principal recurring functions of the Committee in
carrying out its responsibilities for FINANCIAL STATEMENT AND DISCLOSURE
MATTERS:
o Review and discuss with management and the independent auditor the
annual audited financial statements, including disclosures made in
management's discussion and analysis, and recommend to the Board
whether the audited financial statements should be included in the
Company's Form 10-K.
o Review and discuss with management and the independent auditor the
Company's quarterly financial statements prior to the filing of its
Form 10-Q, including the results of the independent auditor's review
of the quarterly financial statements.
o Discuss with management and the independent auditor significant
financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including any
significant changes in the Company's selection or application of
accounting principles, any major issues as to the adequacy of the
Company's internal controls and any special steps adopted in light of
material control deficiencies.
o Review and discuss reports from the independent auditors on:
All critical accounting policies and practices to be used.
All alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative disclosures
and treatments, and the treatment preferred by the independent
auditor.
Other material written communications between the independent auditor
and management, such as any management letter or schedule of
unadjusted differences.
o Discuss with management the Company's earnings press releases,
including the use of "pro forma" or "adjusted" non-GAAP information,
as well as financial information and earnings guidance provided to
analysts and rating agencies. Such discussion may be done generally
(consisting of discussing the types of information to be disclosed and
the types of presentations to be made).
o Discuss with management and the independent auditor the effect of
regulatory and accounting initiatives as well as off-balance sheet
structures on the Company's financial statements.
o Discuss with management the Company's major financial risk exposures
and the steps management has taken to monitor and control such
exposures, including the Company's risk assessment and risk management
policies.
A-2
o Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit, including any difficulties encountered in the
course of the audit work, any restrictions on the scope of activities
or access to requested information, and any significant disagreements
with management.
o Review disclosures made to the Audit Committee by the Company's CEO
and CFO during their certification process for the Form 10-K and Form
10-Q about any significant deficiencies in the design or operation of
internal controls or material weaknesses therein and any fraud
involving management or other employees who have a significant role in
the Company's internal controls.
o The Committee shall review management's assertion on its assessment of
the effectiveness of internal controls as of the end of the most
recent fiscal year, as well as the independent auditor's report on
management's assertion.
The following shall be the principal recurring functions of the Committee in
carrying out its responsibilities for PRE-APPROVAL OF PERMITTED NON-AUDIT
SERVICES, AND THE FEES THEREFOR, TO BE PROVIDED BY THE COMPANY'S INDEPENDENT
AUDITOR:
o Before the beginning of each fiscal year, the Committee will discuss,
review, and consider for approval a detailed list of recommended,
specific, permitted non-audit services, including budgeted fees
therefor, to be provided by the independent auditor during the ensuing
fiscal year, ascertaining that such detailed planned services and
budgeted fees (i) are consistent with the Company's policy that
non-audit fees paid to the Company's independent auditor in any one
fiscal year must not exceed the total of audit fees, audit-related
fees, and tax compliance and return preparation fees, (ii) will not
adversely affect the independence of the independent auditor, and
(iii) will not require the independent auditor to audit its own work,
to function in the role of management, or to act as advocate for the
Company.
o During each fiscal year, management, with the assistance of the
independent auditor, will be responsible for (i) monitoring actual
non-audit services and the fees therefor, (ii) advising the Committee
of any significant expected deviations from either the planned
non-audit services to be performed by the independent auditor or the
budgeted fees therefor, (iii) submitting to the Committee, in
sufficient detail, any recommended unplanned non-audit services to be
provided by the independent auditor and the expected fees therefor,
and (iv) providing an annual report to the Committee showing, in
sufficient detail, actual results against approved plans.
o During each fiscal year, the Committee, or its designee, will discuss,
review, and, using the same criteria as noted above, consider for
approval (i) any significant expected deviations from the planned
non-audit services to be provided by the independent auditor or the
budgeted fees therefor, or (ii) any unplanned non-audit services and
the expected fees therefor, that arose after the annual budget was
approved.
The following shall be the principal recurring functions of the Committee in
carrying out its responsibilities for OVERSIGHT OF THE COMPANY'S RELATIONSHIP
WITH THE INDEPENDENT AUDITOR MATTERS:
o Review and evaluate the lead partner of the independent auditor team.
o Obtain and review a report from the independent auditor at least
annually regarding (a) the independent auditor's internal
quality-control procedures, (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the firm,
or by any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more
A-3
independent audits carried out by the firm, (c) any steps taken to
deal with any such issues, and (d) all relationships between the
independent auditor and the Company. Evaluate the qualifications,
performance and independence of the independent auditor, including
considering whether the auditor's quality controls are adequate and
the provision of permitted non-audit services is compatible with
maintaining the auditor's independence, and taking into account the
opinions of management and internal auditors. The Audit Committee
shall present its conclusions with respect to the independent auditor
to the Board.
o Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law. Consider whether, in order
to assure continuing auditor independence, it is appropriate to adopt
a policy of rotating the independent auditing firm on a regular basis.
o Recommend to the Board policies for the Company's hiring of employees
or former employees of the independent auditor who participate in any
capacity in the audit of the Company.
o Meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit.
The following shall be the principal recurring functions of the Committee in
carrying out its responsibilities for COMPLIANCE OVERSIGHT RESPONSIBILITIES:
o Obtain from the independent auditor assurance that Section 10A(b) of
the Exchange Act has not been implicated.
o Review reports and disclosures of insider and affiliated party
transactions. Advise the Board with respect to the Company's policies
and procedures regarding compliance with applicable laws and
regulations and with the Company's Code of Business Conduct and
Ethics.
o Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
o Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and any published reports,
which raise material issues regarding the Company's financial
statements or accounting policies.
o Discuss with the Company's General Counsel legal matters that may have
a material impact on the financial statements or the Company's
compliance policies.
o Review and approve the report of the Internal Auditor's annual
examination of the business expenditures of the Company's CEO and CFO.
LIMITATION OF AUDIT COMMITTEE'S ROLE
------------------------------------
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the responsibilities
of management and the independent auditor.
A-4
OTHER MATTERS
-------------
The Audit Committee may form and delegate authority to subcommittees consisting
of one or more members when appropriate, including the authority to grant
pre-approvals of audit and permitted non-audit services, provided that decisions
of such subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.
The Audit Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain independent legal, accounting or other advisors. The
Company shall provide for appropriate funding, as determined by the Audit
Committee, for payment of compensation to the independent auditor for the
purpose of rendering or issuing an audit report and to any advisors employed by
the Audit Committee.
The Audit Committee shall make regular reports to the Board. The Audit Committee
shall review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval. The Audit Committee shall
annually review the Audit Committee's own performance.
MEETINGS
--------
The Audit Committee shall meet as often as it determines, but not less
frequently than bi-annually. The Audit Committee shall meet periodically with
management, the internal auditors and the independent auditor in separate
executive sessions. The Audit Committee may request any officer or employee of
the Company or the Company's outside counsel or independent auditor to attend a
meeting of the Committee or to meet with any members of, or consultants to, the
Committee.
A-5
COLUMBUS MCKINNON CORPORATION
AUDIT COMMITTEE CHARTER
APPENDIX A
-----------------------------------------------------------------
The following lists should not be considered all inclusive, rather they contain
illustration examples which can be updated through specific experience, and
adjusted as regulations and general practice develop.
AUDIT SERVICES, services required of the independent auditor directly related to
the audit, include:
o Audit of consolidated financial statements
o Review quarterly consolidated financial statements
o Audit subsidiaries' financial statements as required by local country
statutes
o Issue comfort letters
o Issue consent letters
o Review SEC registration statements
o Review complex transactions and emerging issues as they occur
o Issue compliance letters as required by financing agreements
o Attend annual meeting of shareholders
o Audit the Company's system of internal control as required by SOA
Section 404
o Issue a management letter with recommendations for improvements as they
arise during the audit
NON-AUDIT SERVICES, services closely related to, but not required as part of the
audit, include:
AUDIT-RELATED SERVICES:
o Audit of the financial statements of the Company's employee benefit
plans
o Audit of the financial statements of CM Insurance Company, Inc.
o Assist with due diligence related to acquisitions and divestitures
o Consult regarding financial and reporting matters not specifically
related to the current year
TAX COMPLIANCE SERVICES:
o International tax compliance matters
o Limited scope review of domestic tax returns
o ETI services
o Research credit analysis
o Expatriate tax services
o IRS audit assistance
A-6
TAX CONSULTING SERVICES:
o Domestic and international tax planning
o Advice related to acquisitions and divestitures
o Foreign refinancing / repatriation issues
o State tax matters
o Transfer pricing
o Other consulting
OTHER SERVICES:
o Such other permissible assignments as from time to time are approved by
the Audit Committee
PROHIBITED NON-AUDIT SERVICES, as defined in Section 201 of SOA and/or Rule
2-01(c)(4) of Regulation S-X:
o Bookkeeping or other services related to the Corporation's accounting
records or financial statements
o Financial information systems design and implementation
o Appraisal or valuation services, fairness opinion or contribution-in-
kind reports
o Actuarial services
o Internal audit outsourcing services
o Managerial functions
o Human Resources
o Broker-dealer, investment advisor or investment banking services
o Legal services
o Expert services
A-7
ANNUAL MEETING OF SHAREHOLDERS OF
COLUMBUS MCKINNON CORPORATION
August 16, 2004
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
---------------
PLEASE DATE, SIGN AND MAIL YOUR ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS
SOON AS POSSIBLE.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.
TO VOTE BY INTERNET
-------------------
PLEASE ACCESS THE WEB PAGE AT WWW.VOTEPROXY.COM AND FOLLOW THE ON-SCREEN
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB PAGE.
YOUR CONTROL NUMBER IS
--------------- ---------------
PROXY
COLUMBUS MCKINNON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 16, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints TIMOTHY T. TEVENS and ROBERT R. FRIEDL and
each or any of them, attorneys and proxies, with full power of substitution, to
vote at the Annual Meeting of Shareholders of COLUMBUS McKINNON CORPORATION (the
"Company") to be held at the Company's corporate offices at 140 John James
Audubon Parkway, Amherst, New York, on August 16, 2004 at 10:00 a.m., local
time, and any adjournment(s) thereof revoking all previous proxies, with all
powers the undersigned would possess if present, to act upon the following
matters and upon such other business as may properly come before the meeting or
any adjournment(s) thereof.
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary below)
HERBERT P. LADDS, JR.
TIMOTHY T. TEVENS
CARLOS PASCUAL
RICHARD H. FLEMING
ERNEST R. VEREBELYI
WALLACE W. CREEK
Instruction: To withhold authority to vote for any individual nominee mark "FOR"
all nominees above and write the name(s) of that nominee(s) with respect to whom
you wish to withhold authority to vote here:
----------------------------
----------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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 NO. 1.
Dated: ______________, 2004
----------------------------
Signature
----------------------------
Signature if held jointly
Please sign exactly as name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign a partnership name by authorized person. PLEASE SIGN, DATE AND MAIL
THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
ANNUAL MEETING OF SHAREHOLDERS OF
COLUMBUS MCKINNON CORPORATION
August 16, 2004
ESOP
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
---------------
PLEASE DATE, SIGN AND MAIL YOUR ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS
SOON AS POSSIBLE.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.
TO VOTE BY INTERNET
-------------------
PLEASE ACCESS THE WEB PAGE AT WWW.VOTEPROXY.COM AND FOLLOW THE ON-SCREEN
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB PAGE.
YOUR CONTROL NUMBER IS
--------------- ---------------
COLUMBUS MCKINNON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTION CARD FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 16, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Trustees of the Columbus McKinnon Corporation Employee Stock Ownership
Plan (the "ESOP") are hereby authorized to represent and to vote as designated
herein the shares of the undersigned held under the ESOP at the Annual Meeting
of Shareholders of COLUMBUS McKINNON CORPORATION (the "Company") to be held at
the Company's corporate offices at 140 John James Audubon Parkway, Amherst, New
York, on August 16, 2004 at 10:00 a.m., local time, and any adjournment(s)
thereof revoking all previous voting instructions, with all powers the
undersigned would possess if present, to act upon the following matters and upon
such other business as may properly come before the meeting or any
adjournment(s) thereof.
THE TRUSTEES MAKE NO RECOMMENDATION WITH RESPECT TO VOTING YOUR ESOP SHARES ON
ANY ITEMS
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary below)
HERBERT P. LADDS, JR.
TIMOTHY T. TEVENS
CARLOS PASCUAL
RICHARD H. FLEMING
ERNEST R. VEREBELYI
WALLACE W. CREEK
Instruction: To withhold authority to vote for any individual nominee mark "FOR"
all nominees above and write the name(s) of that nominee(s) with respect to whom
you wish to withhold authority to vote here:
----------------------------
----------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
WHEN PROPERLY EXECUTED , THIS VOTING INSTRUCTION WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE TRUSTEES WILL VOTE ANY ALLOCATED
ESOP SHARES "FOR" PROPOSAL NO. 1.
Dated: _______________, 2004
----------------------------
Signature
Please sign exactly as name appears. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. PLEASE SIGN,
DATE AND MAIL THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.