EXHIBIT 99.4
OFFER TO EXCHANGE
8 1/2% SENIOR SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
8 1/2% SENIOR SUBORDINATED NOTES DUE 2008
, 1998
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus, dated , 1998 (as
the same may be amended or supplemented from time to time, the "Prospectus"),
and a Letter of Transmittal (the "Letter of Transmittal"), relating to the
offer (the "Exchange Offer") by Columbus McKinnon Corporation (the "Company")
to exchange $1,000 principal amount of its 8 1/2% Senior Subordinated Notes
due 2008 (the "Exchange Notes"), which exchange has been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for each $1,000
principal amount of its outstanding 8 1/2% Senior Subordinated Notes due 2008
(the "Private Notes"), of which $200,000,000 aggregate principal amount was
issued and sold on March 31, 1998 in a transaction exempt from registration
under the Securities Act and is outstanding on the date hereof. The Company
will accept for exchange any and all Private Notes properly tendered according
to the terms of the Prospectus and the Letter of Transmittal. Consummation of
the Exchange Offer is subject to certain conditions described in the
Prospectus.
This material is being forwarded to you as the beneficial owner of Private
Notes carried by us for your account or benefit but not registered in your
name. A tender of such Private Notes may only be made by us as the registered
holder and pursuant to your instructions. Therefore, the Company urges
beneficial owners of Private Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such registered
holder promptly if such beneficial owners wish to tender Private Notes in the
Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any
or all such Private Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
However, we urge you to read the Prospectus carefully before instructing us as
to whether or not to tender your Private Notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Private Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M.,
New York City Time, on , 1998, unless the Exchange Offer is extended
by the Company. The time the Exchange Offer expires is referred to as the
"Expiration Date." Tenders of Private Notes may be withdrawn at any time prior
to the Expiration Date.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR PRIVATE NOTES, PLEASE SO
INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM
ON THE REVERSE HEREOF. The accompanying Letter of Transmittal is furnished to
you for your information only and may not be used by you to tender Private
Notes held by us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the procedures
presented in the Prospectus and the Letter of Transmittal, we will not tender
any of the Private Notes on your account.
Please carefully review the enclosed material as you consider the Exchange
Offer.
INSTRUCTIONS
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
8 1/2% SENIOR SUBORDINATED NOTES DUE 2008
COLUMBUS McKINNON CORPORATION
The undersigned hereby acknowledges receipt of the Prospectus dated
, 1998 (the "Prospectus") of Columbus McKinnon Corporation, a New York
corporation (the "Company") and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the exchange offer by the
Company (the "Exchange Offer"). Capitalized terms used but not defined herein
have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the 8 1/2% Senior
Subordinated Notes due 2008 (the "Private Notes") held by you for the account
of the undersigned.
The aggregate face amount of the Private Notes held by you for the account
of the undersigned is (fill in amount):
$ of the Private Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_]To TENDER the following Private Notes held by you for the account of the
undersigned (insert principal amount of Private Notes to be tendered, if any):
$ of the Private Notes.
[_]NOT to TENDER any Private Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Private Notes held by you for
the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner of the Private Notes, including but not limited to the
representations that (i) the undersigned is acquiring the Exchange Notes in
the ordinary course of business of the undersigned, (ii) the undersigned is
not participating, does not intend to participate, and has no arrangement or
understanding with any person to participate, in the distribution of Exchange
Notes, (iii) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act of 1933, as amended, in connection with any resale transaction of the
Exchange Notes acquired by such person and cannot rely on the position of the
Staff of the Securities and Exchange Commission set forth in certain no-action
letters (See the section of the Prospectus entitled "The Exchange Offer--
Exchange Notes"), (iv) the undersigned understands that a secondary resale
transaction described in clause (iii) above should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K of the Commission, (v) the undersigned
is not an "affiliate," as defined in Rule 405 under the Securities Act, of the
Company, (vi) if the undersigned is not a broker-dealer, that it is not
participating in, does not intend to participate in, and has no arrangement or
understanding with any person to participate in, the distribution of Exchange
Notes and (vii) if the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Private Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes
received in respect of such Private Notes pursuant to the Exchange Offer;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act; (b) to agree, on behalf of the undersigned, as set forth
in the Letter of Transmittal; and (c) to take such other action as necessary
under the Prospectus or the Letter of Transmittal to effect the valid tender
of Private Notes.
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SIGN HERE
Name of Beneficial Owner(s): ________________________________________________
Signature(s): _______________________________________________________________
Name(s) (please print): _____________________________________________________
Address: ____________________________________________________________________
Telephone Number: ___________________________________________________________
Taxpayer Identification or Social Security Number: __________________________
Date: _______________________________________________________________________
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