SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F 0 R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 1998
COLUMBUS McKINNON CORPORATION
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
0-27618 16-0547600
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(Commission File Number) (IRS Employer Identification No.)
140 John James Audubon Parkway, Amherst, New York 14228-1197
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (716) 689-5400
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On October 1, 1998, the Board of Directors of Columbus McKinnon
Corporation, a New York corporation, (the "Company") approved the adoption of
the First Amendment and Restatement of the Rights Agreement (the "First
Amendment") between the Company and American Stock Transfer and Trust Company,
as Rights Agent. The First Amendment sets forth the terms and provisions of the
rights (the "Rights") of the Company's shareholders to purchase from the Company
a unit consisting of one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), at a Purchase Price of $80.00 per unit of one one-hundredth of a share,
subject to adjustment. The Company declared a dividend of one Right for each
outstanding share of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), to shareholders of record at the close of business on November
3, 1997.
The First Amendment increases the Common Stock ownership threshhold
necessary to constitute a Distribution Date or a Triggering Event (each as
defined in the First Amendment) from 15% to 20%. In addition, the First
Amendment eliminates the "Continuing Director" provisions, whereby only members
of the Board of Directors of the Company who were members of the Board prior to
the date of the Rights Agreement between the Company and the Rights Agent dated
as of October 25, 1997 ("Continuing Directors"), and any person who is
subsequently elected to the Board if such person is recommended or approved by a
majority of the Continuing Directors, were authorized to (i) redeem the Rights
or (ii) cause the occurrence of a Triggering Event by declaring a person or
entity to be an "adverse party".
The First Amendment is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the First Amendment and the
Rights does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
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Item 7. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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4 First Amendment and Restatement of Rights Agreement, dated
as of October 1, 1998, between Columbus McKinnon Corporation
and American Stock Transfer & Trust Company, as Rights Agent
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLUMBUS McKINNON CORPORATION
By:
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Name: Robert L. Montgomery, Jr.
Title: Executive Vice President
Dated: October 29, 1998
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4 First Amendment and Restatement of Rights
Agreement, dated as of October 1, 1998, between
Columbus McKinnon Corporation and American
Stock Transfer & Trust Company, as Rights Agent
5